Common use of Badcock Clause in Contracts

Badcock. In addition to the restrictions set forth in Sections 6.1 through 6.13, the Borrower will not permit Badcock to, in each case prior to Payment in Full of Badcock Obligations: (a) create, incur, assume or permit to exist any Indebtedness, except Indebtedness permitted by clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) and (a)(xxxiii) (solely as it relates to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) of Section 6.01) of Section 6.01; (b) issue any preferred Equity Interests or any Disqualified Equity Interests; (c) create, incur, assume or permit to exist any Lien on any property or asset now owned (but not leased or ground-leased) or hereafter acquired (but not leased or ground-leased) by it, except Liens permitted by clauses (i), (ii), (iii), (v), (vi), (vii), (viii), (xii), (xiii), (xv), (xvi), (xviii), (xx), (xxi), (xxiii) (solely in respect of Section 6.01(a)(x)), (xxv), (xxix), (xxx) and (xxxi) of Section 6.02; (d) merge into or consolidate with any other Person (including pursuant to a division), or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; (e) make or hold any Investment, except Investments permitted by clauses (a), (d), (e), (g), (j), (k), (n), (q), (r), (s), (v) (w) and (bb) of Section 6.04; (f) sell, transfer, lease or otherwise dispose (including pursuant to a division) of any asset, including any Equity Interest owned by it, except Dispositions permitted by clauses (a), (b), (c), (d), (f), (g), (h), (i), (j), (m), (p), (t) and (u) of Section 6.05; provided that any Disposition by Badcock pursuant to Section 6.05(f) or Section 6.05(u) shall only be permitted hereunder to the extent the Net Proceeds of such Disposition are used to repay Indebtedness in accordance with the terms of the Badcock First Lien Credit Agreement, the Badcock Second Lien Credit Agreement and this Agreement (without giving effect to any reinvestment rights that would otherwise allow the Borrower and its Subsidiaries to reinvest such Net Proceeds in lieu of making any such repayment); or (g) allow to be effective any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any tangible property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except to the extent permitted by Section 6.06(iii).

Badcock. In addition to the restrictions set forth in Sections 6.1 through 6.136.14, the Borrower will not permit Badcock to, in each case prior to Payment in Full of Badcock Obligations: (a) create, incur, assume or permit to exist any Indebtedness, except Indebtedness permitted by clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) and (a)(xxxiii) (solely as it relates to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) of Section 6.01) of Section 6.01; (b) issue any preferred Equity Interests or any Disqualified Equity Interests; (c) create, incur, assume or permit to exist any Lien on any property or asset now owned (but not leased or ground-leased) or hereafter acquired (but not leased or ground-leased) by it, except Liens permitted by clauses (i), (ii), (iii), (v), (vi), (vii), (viii), (xii), (xiii), (xv), (xvi), (xviii), (xx), (xxi), (xxiii) (solely in respect of Section 6.01(a)(x)), (xxv), (xxix), (xxx) and (xxxi) of Section 6.02; (d) merge into or consolidate with any other Person (including pursuant to a division), or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; (e) make or hold any Investment, except Investments permitted by clauses (a), (d), (e), (g), (j), (k), (n), (q), (r), (s), (v) ), (w) and (bb) of Section 6.04; (f) sell, transfer, lease or otherwise dispose (including pursuant to a division) of any asset, including any Equity Interest owned by it, except Dispositions permitted by clauses (a), (b), (c), (d), (f), (g), (h), (i), (j), (m), (p), (t) and (u) of Section 6.05; provided that any Disposition by Badcock pursuant to Section 6.05(f) or Section 6.05(u) shall only be permitted hereunder to the extent the Net Proceeds of such Disposition are used to repay Indebtedness in accordance with the terms of the Badcock First Lien Credit Agreement, the Badcock Second Lien Credit Agreement, the First Lien Credit Agreement and this Agreement (without giving effect to any reinvestment rights that would otherwise allow the Borrower and its Subsidiaries to reinvest such Net Proceeds in lieu of making any such repayment); or (g) allow to be effective any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any tangible property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except to the extent permitted by Section 6.06(iii).

Badcock. In addition to the restrictions set forth in Sections 6.1 through 6.136.14, the Borrower will not permit Badcock to, in each case prior to Payment in Full of Badcock Obligations: (a) create, incur, assume or permit to exist any Indebtedness, except Indebtedness permitted by clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) and (a)(xxxiii) (solely as it relates to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) of Section 6.01) of Section 6.01; (b) issue any preferred Equity Interests or any Disqualified Equity Interests; (c) create, incur, assume or permit to exist any Lien on any property or asset now owned (but not leased or ground-leased) or hereafter acquired (but not leased or ground-leased) by it, except Liens permitted by clauses (i), (ii), (iii), (v), (vi), (vii), (viii), (xii), (xiii), (xv), (xvi), (xviii), (xx), (xxi), (xxiii) (solely in respect of Section 6.01(a)(x)), (xxv), (xxix), (xxx) and (xxxi) of Section 6.02; (d) merge into or consolidate with any other Person (including pursuant to a division), or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; (e) make or hold any Investment, except Investments permitted by clauses (a), (d), (e), (g), (j), (k), (n), (q), (r), (s), (v) ), (w) and (bb) of Section 6.04; (f) sell, transfer, lease or otherwise dispose (including pursuant to a division) of any asset, including any Equity Interest owned by it, except Dispositions permitted by clauses (a), (b), (c), (d), (f), (g), (h), (i), (j), (m), (p), (t) and (u) of Section 6.05; provided that any Disposition by Badcock pursuant to Section 6.05(f) or Section 6.05(u) shall only be permitted hereunder to the extent the Net Proceeds of such Disposition are used to repay Indebtedness in accordance with the terms of the Badcock First Lien Credit Agreement, the Badcock Second Lien Credit Agreement and this Agreement (without giving effect to any reinvestment rights that would otherwise allow the Borrower and its Subsidiaries to reinvest such Net Proceeds in lieu of making any such repayment); orAgreement; (g) allow to be effective any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any tangible property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except to the extent permitted by Section 6.06(iii); or (h) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except Restricted Payments permitted by clauses (a)(i), (a)(ii), (a)(iii), (a)(ix), (a)(x) and (a)(xi) of Section 6.07.

Badcock. In addition to the restrictions set forth in Sections 6.1 through 6.13, the Borrower will not permit Badcock to, in each case prior to Payment in Full of Badcock Obligations: (a) create, incur, assume or permit to exist any Indebtedness, except Indebtedness permitted by clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) and (a)(xxxiii) (solely as it relates to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(x), (a)(xiv), (a)(xv), (a)(xvi), (a)(xxii), (a)(xxiii), (a)(xxiv), (a)(xxv), (a)(xxvii), (a)(xxviii), (a)(xxix), (a)(xxxii) of Section 6.01) of Section 6.01; (b) issue any preferred Equity Interests or any Disqualified Equity Interests; (c) create, incur, assume or permit to exist any Lien on any property or asset now owned (but not leased or ground-leased) or hereafter acquired (but not leased or ground-leased) by it, except Liens permitted by clauses (i), (ii), (iii), (v), (vi), (vii), (viii), (xii), (xiii), (xv), (xvi), (xviii), (xx), (xxi), (xxiii) (solely in respect of Section 6.01(a)(x)), (xxv), (xxix), (xxx) and (xxxi) of Section 6.02; (d) merge into or consolidate with any other Person (including pursuant to a division), or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; (e) make or hold any Investment, except Investments permitted by clauses (a), (d), (e), (g), (j), (k), (n), (q), (r), (s), (v) ), (w) and (bb) of Section 6.04; (f) sell, transfer, lease or otherwise dispose (including pursuant to a division) of any asset, including any Equity Interest owned by it, except Dispositions permitted by clauses (a), (b), (c), (d), (f), (g), (h), (i), (j), (m), (p), (t) and (u) of Section 6.05; provided that any Disposition by Badcock pursuant to Section 6.05(f) or Section 6.05(u) shall only be permitted hereunder to the extent the Net Proceeds of such Disposition are used to repay Indebtedness hereunder in accordance with the terms of the Badcock First Lien Credit this Agreement, the Badcock Second Lien Credit Agreement and this Agreement (without giving effect to any reinvestment rights that would otherwise allow the Borrower and its Subsidiaries to reinvest such Net Proceeds in lieu of making any such repayment); or; (g) allow to be effective any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any tangible property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except to the extent permitted by Section 6.06(iii); or (h) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except Restricted Payments permitted by clauses (a)(i), (a)(ii), (a)(iii), (a)(ix), (a)(x) and (a)(xi) of Section 6.07.