THE
REASONABLE JUDGMENT OF MANAGEMENT, ARE (I) OBSOLETE OR WORN OUT OR (II) ARE
OTHERWISE NO LONGER USED OR USEFUL IN THE CONDUCT OF SUCH CREDIT PARTY'S
BUSINESS; (D) SALES, CONTRIBUTIONS AND OTHER TRANSFERS BY THE RECEIVABLES
SELLERS OF RECEIVABLES PURCHASE AGREEMENT ASSETS TO THE RECEIVABLES SUBSIDIARY
AND SALES AND OTHER TRANSFERS OF RECEIVABLES PURCHASE AGREEMENT ASSETS BY THE
RECEIVABLES SUBSIDIARY TO THE RECEIVABLES PURCHASERS (OR TO THE MASTER TRUST
CREATED PURSUANT TO THE PERMITTED RECEIVABLES FINANCING), AND PURCHASES AND
ACQUISITIONS OF RECEIVABLES PURCHASE AGREEMENT ASSETS BY THE RECEIVABLES
SUBSIDIARY, IN EACH CASE PURSUANT TO THE RECEIVABLES
50
PURCHASE AGREEMENT SHALL BE PERMITTED; (E) BORROWERS AND THEIR RESPECTIVE
SUBSIDIARIES MAY, IN THE ORDINARY COURSE OF BUSINESS, LICENSE, AS LICENSOR OR
LICENSEE, PATENTS, TRADEMARKS, COPYRIGHTS AND KNOW-HOW TO OR FROM THIRD PERSONS
OR ONE ANOTHER, SO LONG AS ANY SUCH LICENSE BY A BORROWER OR ANY OF ITS
SUBSIDIARIES IN ITS CAPACITY AS LICENSOR IS PERMITTED TO BE ASSIGNED PURSUANT TO
THE RELEVANT SECURITY AGREEMENT AND DOES NOT OTHERWISE PROHIBIT THE GRANTING OF
A LIEN BY BORROWER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES PURSUANT TO SUCH
SECURITY AGREEMENT IN THE INTELLECTUAL PROPERTY COVERED BY SUCH LICENSE;
(F) ASSET DISPOSITIONS BY BORROWERS AND THEIR SUBSIDIARIES (EXCLUDING SALES OF
ACCOUNTS AND STOCK OF ANY OF HOLDINGS' SUBSIDIARIES) IF ALL OF THE FOLLOWING
CONDITIONS ARE MET:
(I) THE AGGREGATE FAIR MARKET VALUE OF ASSETS SOLD OR
OTHERWISE DISPOSED OF IN ANY FISCAL YEAR DOES NOT EXCEED $15,000,000 IN THE
AGGREGATE; (II) THE CONSIDERATION RECEIVED IS AT LEAST EQUAL TO THE FAIR MARKET
VALUE OF SUCH ASSETS; (III)
AT LEAST 75% OF THE CONSIDERATION RECEIVED IS CASH;
(IV) THE NON-CASH PORTION OF THE CONSIDERATION RECEIVED SHALL BE EVIDENCED BY A
PROMISSORY NOTE, WHICH PROMISSORY NOTE SHALL BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT AND SHALL BE PLEDGED AND DELIVERED TO AGENT AS ADDITIONAL
COLLATERAL SECURITY FOR THE OBLIGATIONS; (V) THE NET PROCEEDS OF SUCH ASSET
DISPOSITION ARE APPLIED AS REQUIRED BY SECTION 1.5(B)(I); PROVIDED THAT THE NET
PROCEEDS OF ANY ASSET DISPOSITION MAY BE USED TO ACQUIRE ASSETS IN COMPLIANCE
WITH SECTION 1.5(B); (VI) AFTER GIVING EFFECT TO THE ASSET DISPOSITION AND THE
REPAYMENT OF INDEBTEDNESS WITH THE PROCEEDS THEREOF, BORROWERS ARE IN COMPLIANCE
ON A PRO FORMA BASIS WITH THE COVENANTS SET FORTH IN SECTION 6 RECOMPUTED FOR
THE MOST RECENTLY ENDED QUARTER FOR WHICH INFORMATION IS AVAILABLE; AND (VII) NO
DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR WOULD RESULT FROM SUCH ASSET
DISPOSITION; (G) THE SALE OR OTHER DISPOSITION OF ANY CAPITAL STOCK OR OTHER
EQUITY INTERESTS OF ANY PERSON THAT IS NOT A SUBSIDIARY OF VERTIS OR SUCH
SUBSIDIARY WHICH WERE ACQUIRED BY VERTIS OR SUCH SUBSIDIARY PURSUANT TO AN
INVESTMENT PERMITTED BY SECTION 5.3(F), SO LONG AS (I) 100% OF THE CONSIDERATION
THEREFOR SHALL BE IN THE FORM OF CASH, (II) NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS IN EXISTENCE AT THE TIME OF THE RESPECTIVE SALE OR DISPOSITION
OR WOULD EXIST IMMEDIATELY AFTER