HAVE A MATERIAL ADVERSE
EFFECT.
5.16.
ERISA. THE CREDIT PARTIES SHALL NOT AND SHALL NOT
CAUSE OR PERMIT ANY ERISA AFFILIATE TO, CAUSE OR PERMIT TO OCCUR AN ERISA EVENT
TO THE EXTENT SUCH ERISA EVENT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
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5.17.
SALE-LEASEBACKS. THE CREDIT PARTIES SHALL NOT AND
SHALL NOT CAUSE OR PERMIT ANY OF THEIR SUBSIDIARIES TO ENGAGE IN ANY
SALE-LEASEBACK, SYNTHETIC LEASE OR SIMILAR TRANSACTION INVOLVING ANY OF ITS
ASSETS.
5.18.
NO SPECULATIVE TRANSACTIONS. NO CREDIT PARTY SHALL
ENGAGE IN ANY TRANSACTION INVOLVING COMMODITY OPTIONS, FUTURES CONTRACTS OR
SIMILAR TRANSACTIONS, EXCEPT SOLELY TO HEDGE AGAINST FLUCTUATIONS IN THE PRICES
OF COMMODITIES OWNED OR PURCHASED BY IT PROVIDED ANY SUCH TRANSACTION IS
CONSISTENT WITH CREDIT PARTIES' HEDGING POLICIES EXISTING AS OF THE CLOSING
DATE, AND PROVIDED, FURTHER, NO CREDIT PARTY SHALL CHANGE ANY OF ITS HEDGING
POLICIES EXISTING AS OF THE CLOSING DATE.
5.19.
REAL ESTATE PURCHASES. NO CREDIT PARTY SHALL
PURCHASE ANY FEE SIMPLE OWNERSHIP INTERESTS IN REAL ESTATE WITH AN AGGREGATE
PURCHASE PRICE IN EXCESS OF $1,000,000 FOR ALL SUCH INTERESTS.
5.20.
PREPAYMENTS OF OTHER INDEBTEDNESS. EXCEPT PURSUANT
TO A CONFIRMED REORGANIZATION PLAN AND EXCEPT AS SPECIFICALLY PERMITTED
HEREUNDER, BORROWER SHALL NOT, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF
AGENT AND REQUISITE LENDERS OR PURSUANT TO AN ORDER OF THE BANKRUPTCY COURT
AFTER NOTICE AND HEARING, MAKE ANY PAYMENT OR TRANSFER WITH RESPECT TO ANY LIEN
OR INDEBTEDNESS INCURRED OR ARISING PRIOR TO THE FILING OF THE PREPACKAGED
CHAPTER 11 CASE THAT IS SUBJECT TO THE AUTOMATIC STAY PROVISIONS OF THE
BANKRUPTCY CODE WHETHER BY WAY OF "ADEQUATE PROTECTION" UNDER THE BANKRUPTCY
CODE OR OTHERWISE.
5.21.
RECLAMATION CLAIMS. NO CREDIT PARTY SHALL ENTER
INTO ANY AGREEMENT TO RETURN ANY OF ITS INVENTORY TO ANY OF ITS CREDITORS FOR
APPLICATION AGAINST ANY PRE-PETITION INDEBTEDNESS, PRE-PETITION TRADE PAYABLES
OR OTHER PRE-PETITION CLAIMS UNDER SECTION 546(G) OF THE BANKRUPTCY CODE OR
ALLOW ANY CREDITOR TO TAKE ANY SETOFF OR RECOUPMENT AGAINST ANY OF ITS
PRE-PETITION INDEBTEDNESS, PRE-PETITION TRADE PAYABLES OR OTHER PRE-PETITION
CLAIMS BASED UPON ANY SUCH RETURN PURSUANT TO SECTION 553(B)(L) OF THE
BANKRUPTCY CODE OR OTHERWISE IF, AFTER GIVING EFFECT TO ANY SUCH AGREEMENT,
SETOFF OR RECOUPMENT, THE AGGREGATE AMOUNT OF PRE-PETITION INDEBTEDNESS,
PRE-PETITION TRADE PAYABLES AND OTHER PRE-PETITION CLAIMS SUBJECT TO ALL SUCH
AGREEMENTS, SETOFFS AND RECOUPMENTS SINCE THE PETITION DATE WOULD EXCEED
$1,000,000.
5.22.
CHAPTER 11 CLAIMS. NO CREDIT PARTY SHALL INCUR,
CREATE, ASSUME, SUFFER TO EXIST OR PERMIT ANY OTHER SUPERPRIORITY ADMINISTRATIVE
CLAIM WHICH IS PARI PASSU WITH OR SENIOR TO THE CLAIMS OF AGENT AND LENDERS
AGAINST BORROWER, EXCEPT AS SET FORTH IN THE INTERIM ORDER OR FINAL ORDER, AS
APPLICABLE.
5.23.
VDSL. THE CREDIT PARTIES SHALL NOT CAUSE OR PERMIT
VDSL TO OWN ANY ASSETS OTHER THAN IMMATERIAL ASSETS, IF ANY, HAVING A VALUE NOT
IN EXCESS OF $10,000.
5.24.
VERTIS RECEIVABLES. THE CREDIT PARTIES SHALL NOT,
AFTER GIVING EFFECT TO THE A/R PURCHASE AND THE APPLICATION OF THE PROCEEDS
THEREOF BY VERTIS RECEIVABLES TO