IS CONTINUING, THE
FEES PERMITTED TO BE PAID PURSUANT TO CLAUSE (I) AND (II) ABOVE SHALL BE REDUCED
TO UP TO $125,000 AND $31,250, RESPECTIVELY, (O) HOLDINGS AND ITS SUBSIDIARIES
MAY REIMBURSE THL, THL AFFILIATES, EVERCORE AND/OR THE EVERCORE AFFILIATES FOR
THEIR REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THEM IN CONNECTION WITH
PERFORMING MANAGEMENT SERVICES TO HOLDINGS AND ITS SUBSIDIARIES, (P) AS LONG AS
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING, HOLDINGS AND ITS
SUBSIDIARIES MAY PAY ONE-TIME FEES TO THL, THE THL AFFILIATES, EVERCORE, AND/OR
THE EVERCORE AFFILIATES IN CONNECTION WITH EACH PERMITTED ACQUISITION, SUCH FEES
TO BE PAYABLE AT THE TIME OF EACH SUCH PERMITTED ACQUISITION AND NOT TO EXCEED
(FOR ALL FEES PAID PURSUANT TO THIS CLAUSE (P)) 2.5% OF THE AGGREGATE
CONSIDERATION PAID BY HOLDINGS AND ITS SUBSIDIARIES FOR ANY SUCH PERMITTED
ACQUISITION, (Q) ANY COMPENSATION PAID TO THIRD-PARTY INDEPENDENT OUTSIDE
DIRECTORS, (R) INTERCOMPANY INDEBTEDNESS PERMITTED (AND ONLY TO THE EXTENT
PERMITTED) PURSUANT TO SECTIONS 5.1(C), (O), (P) AND (R); (S) THE MEZZANINE DEBT
PERMITTED (AND ONLY TO THE EXTENT PERMITTED) PURSUANT TO SECTION 5.1(G); (T)
TRANSACTIONS BETWEEN OR AMONG THE CREDIT PARTIES AND THE RECEIVABLES SUBSIDIARY
PURSUANT TO THE PERMITTED RECEIVABLES FINANCING THAT ARE UPON FAIR AND
REASONABLE TERMS AND ARE NO LESS FAVORABLE TO ANY SUCH PARTY THAN WOULD BE
OBTAINED IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN
AFFILIATE TO THE EXTENT PERMITTED PURSUANT TO THIS AGREEMENT; AND (U)
INVESTMENTS PERMITTED (AND ONLY TO THE EXTENT PERMITTED) PURSUANT TO SECTION
5.3(B), (C), (D), (G), (K), (M), (O), (P), (Q), (R) AND (T);
provided, that any transaction (other than as described in clauses (a), (i),
(j), (k), (l), (m), (n) and (p) above) between and among the aforementioned
parties with a value in excess of (A) $2,500,000 shall only be permitted if a
majority of the disinterested directors of Holdings approve the transaction and
(B) $25,000,000 shall only be permitted if the parties thereto provide a
fairness opinion from a Person, and in form and substance, satisfactory to
Agent.
Except as otherwise expressly provided in clauses (n), (o) and (p) of
this Section 5.8, in no event shall any management or similar fees be paid or
payable by Holdings or any of its Subsidiaries to any Affiliate (other than
Vertis or any Domestic Subsidiary that is a Credit Party hereunder).
5.9.
CONDUCT OF BUSINESS.
HOLDINGS SHALL NOT ENGAGE IN ANY BUSINESS
ACTIVITY OTHER THAN ITS OWNERSHIP OF THE STOCK OF ITS SUBSIDIARIES AND ITS
PERFORMANCE OF THE RELATED TRANSACTION DOCUMENTS; PROVIDED, THAT HOLDINGS MAY
ENGAGE IN THOSE ACTIVITIES THAT (I) ARE INCIDENTAL TO (X) THE MAINTENANCE OF ITS
CORPORATE EXISTENCE IN COMPLIANCE WITH APPLICABLE LAW, (Y) LEGAL, TAX AND
ACCOUNTING MATTERS IN CONNECTION WITH ANY OF THE FOREGOING ACTIVITIES AND (Z)
THE ENTERING INTO, AND PERFORMANCE OF ITS OBLIGATIONS UNDER, THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO
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WHICH IT IS A PARTY AND (II) ARE OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT
AND THE