Common use of Indebtedness; Certain Equity Securities Clause in Contracts

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); (ii) Indebtedness (A) outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;

Indebtedness; Certain Equity Securities. (a) The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower Holdings and any of the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.242.21); ; (ii) Indebtedness (A) outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth Date and listed on Schedule 6.01, 6.01 and (B) any Permitted Refinancing thereof; ; (iii) Guarantees by the Borrower Holdings and any of the Restricted Subsidiaries in respect of Indebtedness of the Borrower Holdings or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement and (C) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;

Indebtedness; Certain Equity Securities. (a) The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any IndebtednessIndebtedness or any Attributable Debt, except: (i) Indebtedness of the Borrower and the Restricted Subsidiaries created under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); (ii) Indebtedness (A) outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Holdings Debt, Permitted Subordinated Indebtedness or other unsecured Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated its Subsidiaries in each case to the Loan Document Obligations, such Guarantee shall be subordinated extent the Net Proceeds thereof are used to the Guarantee of refinance Indebtedness created under the Loan Document Obligations Documents; (ii) the Senior Subordinated Debt and Refinancing Indebtedness in respect thereof; (iii) the Senior Unsecured Debt and Refinancing Indebtedness in respect thereof; (iv) Indebtedness existing on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained date hereof and set forth in the subordination of such IndebtednessSchedule 6.01 and Refinancing Indebtedness in respect thereof;

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any IndebtednessIndebtedness or any Attributable Debt in respect of Sale and Leaseback Transactions, except: (i) Indebtedness of the Borrower and the Restricted Subsidiaries created under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); Documents; (ii) Indebtedness (A) outstanding existing on the Effective Date; provided that date hereof and, in the case of Indebtedness with an outstanding owed to Persons other than the Borrower or Subsidiaries in a principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if US$1,000,000, set forth on Schedule 6.01, and 6.01 (B) any Permitted Refinancing thereof; with Indebtedness denominated in a currency other than US Dollars being converted to US Dollars at the Exchange Rate prevailing at the time such Indebtedness was incurred); (iii) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Permitted Subordinated Indebtedness; provided that such Indebtedness is permitted pursuant to Section 6.14; (iv) unsecured Indebtedness of the Borrower or any Restricted Subsidiary otherwise Domestic Subsidiaries (in addition to the Indebtedness permitted hereunderabove) and Indebtedness of Foreign Subsidiaries (other than Indebtedness owed to the Borrower or Domestic Subsidiaries); provided that if the aggregate principal amount of Indebtedness permitted by this clause shall not exceed US$75,000,000 at any time outstanding (with Indebtedness denominated in a currency other than US Dollars being Guaranteed converted to US Dollars at the Exchange Rate prevailing at the time such Indebtedness is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtednessincurred);

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, incur create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower and any of the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section Sections 2.20 or 2.242.21); ; (ii) Indebtedness (A) outstanding on the First Amendment Effective DateDate and any Permitted Refinancing thereof; provided that any Indebtedness with an outstanding principal amount in excess of $5,000,000 6,000,000 for the most recently ended Test Period as of such time, shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; ; (iii) Guarantees by the Borrower and the Restricted its Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Subsidiary of any Junior Financing or any unsecured Indebtedness for borrowed money that constitutes Material Indebtedness shall be permitted unless such Subsidiary shall have also provided a Guarantee of the applicable Loan Document Obligations pursuant to the Guarantee Agreement or the Badcock Guarantee Agreement, as the case may be, and (C) if the Indebtedness being Guaranteed guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower and the Restricted Subsidiaries created under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); Documents; (ii) Indebtedness of the Borrower in respect of the Convertible Notes and extensions, renewals and replacements of such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (Aa) outstanding any such refinancing Indebtedness shall be unsecured and (b) only the Borrower may become obligated with respect to any such refinancing Indebtedness (iii) Indebtedness existing on the Effective DateDate and set forth in Schedule 6.01 and extensions, renewals and replacements of such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof or add any new obligor or any security in respect thereof; (iv) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by Subsidiary to the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated subject to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such IndebtednessSection 6.04;

Indebtedness; Certain Equity Securities. (a) The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower Holdings and any of the Restricted Subsidiaries under the First Lien Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.242.21); (ii) Indebtedness (A) Indebtedness, including intercompany Indebtedness, outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth Date and listed on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees by the Borrower Holdings and any of the Restricted Subsidiaries in respect of Indebtedness of the Borrower Holdings or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the First Lien Loan Document Obligations pursuant to the First Lien Guarantee Agreement, and (C) if the Indebtedness being Guaranteed is subordinated to the First Lien Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the First Lien Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;; -130- [EMEA_ACTIVE 302040156_13]

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); (ii) Indebtedness (A) outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; (iii) Guarantees iii)Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit None of the Company or any Restricted Subsidiary towill create, incur incur, assume or permit to exist any Indebtedness, except:except (provided that the baskets in Section 6.01(a) (vii), (xi), (xii), (xiii), (xviii) and (xx) shall only be available on and following the Closing Date): (i) Indebtedness of the Borrower and the Restricted Subsidiaries created under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); Documents; (ii) (x) Indebtedness (A) outstanding existing on the Effective Date; provided that Indebtedness with Date and (except in the case of Guarantees in an outstanding principal amount in excess of less than $5,000,000 shall only be permitted under this clause (ii10,000,000) if set forth on Schedule 6.01, (y) Refinancing Indebtedness in respect of debt owed to non-Affiliates reflected on such schedule and (z) extensions and renewals of debt owed by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary reflected on such schedule; (iii) Indebtedness of the Company or any Restricted Subsidiary to the Company or any other Restricted Subsidiary; provided that (A) such Indebtedness shall not have been transferred to any Person other than the Company or any Restricted Subsidiary and (B) any Permitted Refinancing thereof; (iii) Guarantees such Indebtedness owing by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Loan Party to any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is not a Loan Party shall be unsecured and subordinated in right of payment to the Loan Document Obligations, such Guarantee shall be subordinated to Obligations substantially in accordance with the Guarantee provisions of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such IndebtednessExhibit D hereto;

Indebtedness; Certain Equity Securities. (a) The the Borrower will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any Indebtedness, except: (i) (A) Indebtedness of the Borrower and the Restricted Subsidiaries Loan Parties under the Loan Documents and (including B) Prepetition Indebtedness of any Indebtedness incurred pursuant to Section 2.20 or 2.24); Debtor; (ii) Indebtedness (A) outstanding on the Effective Date; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth Date and listed on Schedule 6.01, and (B) any Permitted Refinancing thereof; ; (iii) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or Indebtedness; provided that (A) such Guarantee is otherwise permitted by Section 6.04, (B) no Guarantee by any Restricted Subsidiary otherwise permitted hereunder; provided that of any Junior Financing shall be permitted, and (C) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the BorrowerRequired Lenders) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower and the Restricted Subsidiaries created under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.20 or 2.24); Documents; (ii) the Indebtedness in respect of the Convertible Notes and extensions, renewals and replacements of such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (Aa) outstanding any such refinancing Indebtedness shall be unsecured and (b) only the obligors in respect of the Convertible Notes (or any extension, renewal or replacement of the Indebtedness in respect thereof permitted hereunder) may become obligated with respect to any such refinancing Indebtedness (iii) Indebtedness existing on the Effective Date; provided Date and set forth in Schedule 6.01 and extensions, renewals and replacements of such Indebtedness that Indebtedness with an do not increase the outstanding principal amount thereof or result in excess of $5,000,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, and (B) an earlier maturity date or decreased weighted average life thereof or add any Permitted Refinancing thereof; (iii) Guarantees by the Borrower and the Restricted Subsidiaries new obligor or any security in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtednessthereof;

Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any IndebtednessIndebtedness or any Attributable Debt in respect of Sale and Leaseback Transactions, except: (i) Indebtedness of the Borrower and the Restricted Subsidiaries created under the Loan Documents (including any and unsecured Indebtedness incurred pursuant of the Borrower, the Net Proceeds of which are used solely to Section 2.20 or 2.24); prepay Term Loans; (ii) Indebtedness (A) outstanding existing on the Effective Date; provided that date hereof and, in the case of Indebtedness with an outstanding owed to Persons other than the Borrower or Subsidiaries in a principal amount in excess of $5,000,000 shall only be permitted under this clause (ii) if 1,000,000, set forth on Schedule 6.01, and (B) any Permitted Refinancing thereof; ; (iii) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Permitted Subordinated Indebtedness; provided that such Indebtedness is permitted pursuant to Section 6.13; (iv) unsecured Indebtedness of the Borrower or any Restricted Subsidiary otherwise Domestic Subsidiaries in addition to the Indebtedness permitted hereunderabove and Indebtedness of the Foreign Subsidiaries (other than Indebtedness owed to the Borrower or Domestic Subsidiaries); provided that if the aggregate principal amount of Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee permitted by this clause shall be subordinated to the Guarantee of the Loan Document Obligations on terms not exceed $30,000,000 at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtednessany time outstanding;

Indebtedness; Certain Equity Securities. (a) The i. Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, incur create, incur, assume or permit to exist any Indebtedness, except: (i) 1. Indebtedness of the Borrower Holdings and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.19, 2.20 or 2.242.23); (ii) ; 2. Indebtedness (A) outstanding on the Effective Datedate hereof; provided that Indebtedness with an outstanding principal amount in excess of $5,000,000 7,500,000 shall only be permitted under this clause (ii) if set forth on Schedule 6.01, 6.01 and any Permitted Refinancing thereof and (B) outstanding on the date hereof and any Permitted Refinancing thereof; , in the case of this clause (iii) B), constituting intercompany Indebtedness among Holdings and the Restricted Subsidiaries; 3. Guarantees by the Borrower Holdings and the Restricted Subsidiaries in respect of Indebtedness of the Borrower Holdings or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 6.04 (other than clause (t) thereof) and (B) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable (as reasonably determined by the Borrower) taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;