Common use of Debt Limitation Clause in Contracts

Debt Limitation. The US Borrower shall not, and shall not permit any of its Subsidiaries, whether now existing or created in the future, to create or retain any Debt other than (i) any Debt created or retained by the US Borrower or such Subsidiary on or before May 2, 1998, (ii) any Debt created or retained by the US Borrower or such Subsidiary in connection with the funds made available to the Borrowers pursuant to this Agreement or the Related Credit Agreement (including any intercompany loans of such funds), provided that such loans made by the US Borrower and its Subsidiaries to (x) the Canadian Borrower shall not exceed U.S. $20,000,000 and (y) ADSNZ shall not exceed U.S. $1,500,000 in aggregate principal amount outstanding at any time, and all such loans from the US Borrower to WFNB shall be made pursuant to and evidenced by the WFNB Note, (iii) issuances by WFNB of certificates of deposit to the extent no Default results therefrom pursuant to the other covenants contained in this Article 6, (iv) intercompany loans not otherwise permitted by clause (ii) of this Section 6.16 made by the US Borrower to ADSI and WFNB, provided that any such intercompany loans to WFNB shall be made pursuant to and evidenced by the WFNB Note, (v) Debt of the US Borrower outstanding pursuant to the WCAS Subordinated Note in an aggregate principal amount not to exceed U.S. $52,000,000, less all repayments of principal thereof, (vi) obligations of the US Borrower or its Subsidiaries as lessee in respect of leases of property which are capitalized in accordance with generally accepted accounting principles and shown on the balance sheet of the US Borrower and its Subsidiaries and which in the aggregate do not at any one time exceed 10% of the Adjusted Consolidated Net Worth of the US Borrower at such time, (vii) the loans and letters of credit outstanding from time to time under the Related Credit Agreement in a principal amount not to exceed U.S. $187,625,000 at any one time outstanding, less repayments of the term loans thereunder, and (viii) other unsecured Debt of the US Borrower and/or its Subsidiaries not to exceed U.S. $10,000,000 in the aggregate outstanding at any time. Notwithstanding anything to the contrary above in this Section 6.16, the US Borrower may, subject to the applicability of the other covenants contained in this Agreement, issue Permitted Subordinated Debt.

Debt Limitation. The US Borrower shall not, and shall not permit any of its Subsidiaries, whether now existing or created in the future, to create or retain any Debt other than (i) any Debt created or retained by the US Borrower or such Subsidiary on or before May 2, 1998, (ii) any Debt created or retained by the US Borrower or such Subsidiary in connection with the funds made available to the Borrowers pursuant to this Agreement or the Related Credit Agreement (including any intercompany loans of such funds), provided PROVIDED that such loans made by the US Borrower and its Subsidiaries to (x) the Canadian Borrower shall not exceed U.S. $20,000,000 and (y) ADSNZ shall not exceed U.S. $1,500,000 in aggregate principal amount outstanding at any time, and all such loans from the US Borrower to WFNB shall be made pursuant to and evidenced by the WFNB Note, (iii) issuances by WFNB of certificates of deposit to the extent no Default results therefrom pursuant to the other covenants contained in this Article 6, (iv) intercompany loans not otherwise permitted by clause (ii) of this Section 6.16 made by the US Borrower to ADSI and WFNB, provided PROVIDED that any such intercompany loans to WFNB shall be made pursuant to and evidenced by the WFNB Note, (v) Debt consisting of amounts in excess of $100,000,000 owing to Brylane, L.C. pursuant to the US Borrower's deferred payment plan with Brylane, L.C. as in effect on the Original Effective Date, (vi) Debt of the US Borrower outstanding pursuant to the WCAS Subordinated Note in an aggregate principal amount not to exceed U.S. $52,000,000, less all repayments of principal thereof, (vi) obligations of the US Borrower or its Subsidiaries as lessee in respect of leases of property which are capitalized in accordance with generally accepted accounting principles thereof and shown on the balance sheet of the US Borrower and its Subsidiaries and which in the aggregate do not at any one time exceed 10% of the Adjusted Consolidated Net Worth of the US Borrower at such time, (vii) the loans and letters of credit outstanding from time to time under the Related Credit Agreement in a principal amount not to exceed U.S. $187,625,000 at any one time outstanding, less repayments of the term loans thereunder, and (viii) other unsecured Debt of the US Borrower and/or its Subsidiaries not to exceed U.S. $10,000,000 in the aggregate outstanding at any time. Notwithstanding anything to the contrary above in this Section 6.16, the US Borrower may, subject to the applicability of the other covenants contained in this Agreement, issue Permitted Subordinated Debt.

Debt Limitation. The US Borrower ADSC shall not, and shall not permit any of its Subsidiaries, whether now existing or created in the future, to create or retain any Debt other than (i) any Debt created or retained by the US Borrower ADSC or such Subsidiary on or before May 2, 1998the Effective Date, (ii) any Debt created owed to ADSC or retained a Subsidiary by the US Borrower ADSC or such Subsidiary in connection with the funds made available to the Borrowers pursuant to this Agreement or the Related Credit Agreement (including any intercompany loans of such funds)a Subsidiary, provided that (A) all such loans shall be made by the US Borrower and its Subsidiaries to (x) the Canadian Borrower shall not exceed U.S. $20,000,000 in compliance with Section 6.21(a), and (yB) ADSNZ shall not exceed U.S. $1,500,000 in aggregate principal amount outstanding at any time, and all such loans from the US Borrower ADSC to WFNB WFNNB or another Insured Subsidiary shall be made pursuant to and evidenced by the WFNB WFNNB Note or an Intercompany Note, as applicable, (iii) issuances by WFNB Insured Subsidiaries of certificates of deposit and other items to the extent no Default results therefrom pursuant to the other covenants contained in this Article 6, (iv) intercompany loans not otherwise permitted by clause (ii) of this Section 6.16 made by the US Borrower to ADSI and WFNB, provided that any such intercompany loans to WFNB shall be made pursuant to and evidenced by the WFNB NotePermitted Subordinated Debt, (v) Debt of the US Borrower outstanding pursuant to the WCAS Subordinated Note incurred in an aggregate principal amount not to exceed U.S. $52,000,000, less all repayments of principal thereofconnection with Qualified Securitization Transactions, (vi) obligations of the US Borrower ADSC or its Subsidiaries as lessee in respect of leases of property which are capitalized in accordance with generally accepted accounting principles and shown on the balance sheet of the US Borrower ADSC and its Subsidiaries and which in the aggregate do not at any one time exceed 10% of the Adjusted Consolidated Net Worth of the US Borrower ADSC at such time, (vii) the loans and letters letter of credit reimbursement obligations outstanding from time to time under this Agreement and the Related US Credit Agreement Agreements in a an aggregate principal amount not to exceed U.S. $187,625,000 at any one time outstanding450,000,000 (including the Dollar equivalent of Canadian Dollar borrowings based on the exchange rate set forth in this Agreement), less repayments of the term loans thereunder, and (viii) other unsecured Debt of the US Borrower and/or its Subsidiaries not to exceed U.S. $10,000,000 in the aggregate outstanding at any time. Notwithstanding anything to the contrary above in this Section 6.16, the US Borrower may, subject to the applicability of the other covenants contained in this Agreement, issue Permitted Subordinated Debt.

Debt Limitation. The US Borrower shall not, and shall not permit any of its Subsidiaries, whether now existing or created in the future, to create or retain any Debt other than (i) any Debt created or retained by the US Borrower or such Subsidiary on or before May 2, 1998, (ii) any Debt created or retained by the US Borrower or such Subsidiary in connection with the funds made available to the Borrowers pursuant to this Agreement or the Related Credit Agreement (including any intercompany loans of such funds), provided that such loans made by the US Borrower and its Subsidiaries to (x) the Canadian Borrower shall not exceed U.S. $20,000,000 and (y) ADSNZ shall not exceed U.S. $1,500,000 in aggregate principal amount outstanding at any time, and all such loans from the US Borrower to WFNB shall be made pursuant to and evidenced by the WFNB Note, (iii) issuances by WFNB of certificates of deposit to the extent no Default results therefrom pursuant to the other covenants contained in this Article 6, (iv) intercompany loans not otherwise permitted by clause (ii) of this Section 6.16 made by the US Borrower to ADSI and WFNB, provided that any such intercompany loans to WFNB shall be made pursuant to and evidenced by the WFNB Note, (v) Debt consisting of amounts in excess of $100,000,000 owing to Brylane, L.C. pursuant to the US Borrower's deferred payment plan with Brylane, L.C. as in effect on the Original Effective Date, (vi) Debt of the US Borrower outstanding pursuant to the WCAS Subordinated Note in an aggregate principal amount not to exceed U.S. $52,000,000, less all repayments of principal thereof, (vivii) obligations of the US Borrower or its Subsidiaries as lessee in respect of leases of property which are capitalized in accordance with generally accepted accounting principles and shown on the balance sheet of the US Borrower and its Subsidiaries and which in the aggregate do not at any one time exceed 10% of the Adjusted Consolidated Net Worth of the US Borrower at such time, (viiviii) the loans and letters of credit outstanding from time to time under the Related Credit Agreement in a principal amount not to exceed U.S. $187,625,000 at any one time outstanding, less repayments of the term loans thereunder364-day Revolver, and (viiiix) other unsecured Debt of the US Borrower and/or its Subsidiaries not to exceed U.S. $10,000,000 in the aggregate outstanding at any time. Notwithstanding anything to the contrary above in this Section 6.16, the US Borrower may, subject to the applicability of the other covenants contained in this Agreement, issue Permitted Subordinated Debt. 1.8. Section 6.17 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

Debt Limitation. The US Borrower shall not, and shall not permit any of its Subsidiaries, whether now existing or created in the future, to create or retain any Debt other than (i) any Debt created or retained by the US Borrower or such Subsidiary on or before May 2, 1998the Effective Date, (ii) any Debt created owed to the Borrower or retained a Subsidiary by the US Borrower or such Subsidiary in connection with the funds made available to the Borrowers pursuant to this Agreement or the Related Credit Agreement (including any intercompany loans of such funds)a Subsidiary, provided that (A) all such loans shall be made by the US Borrower and its Subsidiaries to (x) the Canadian Borrower shall not exceed U.S. $20,000,000 in compliance with Section 6.21(a), and (yB) ADSNZ shall not exceed U.S. $1,500,000 in aggregate principal amount outstanding at any time, and all such loans from the US Borrower to WFNB WFNNB or another Insured Subsidiary shall be made pursuant to and evidenced by the WFNB WFNNB Note or an Intercompany Note, as applicable, (iii) issuances by WFNB Insured Subsidiaries of certificates of deposit and other items to the extent no Default results therefrom pursuant to the other covenants contained in this Article 6, (iv) intercompany loans not otherwise permitted by clause (ii) of this Section 6.16 made by the US Borrower to ADSI and WFNB, provided that any such intercompany loans to WFNB shall be made pursuant to and evidenced by the WFNB NotePermitted Subordinated Debt, (v) Debt of the US Borrower outstanding pursuant to the WCAS Subordinated Note incurred in an aggregate principal amount not to exceed U.S. $52,000,000, less all repayments of principal thereofconnection with Qualified Securitization Transactions, (vi) obligations of the US Borrower or its Subsidiaries as lessee in respect of leases of property which are capitalized in accordance with generally accepted accounting principles and shown on the balance sheet of the US Borrower and its Subsidiaries and which in the aggregate do not at any one time exceed 10% of the Adjusted Consolidated Net Worth of the US Borrower at such time, (vii) the loans and letters letter of credit reimbursement obligations outstanding from time to time under this Agreement, the Related Credit Agreement and the Canadian Credit Agreement in a an aggregate principal amount not to exceed U.S. $187,625,000 at any one time outstanding450,000,000 (including the Dollar equivalent of Canadian dollar borrowings based on the exchange rate set forth in the Canadian Credit Agreement), less repayments (viii) Debt incurred by the Borrower and its Subsidiaries in the nature of the term loans thereundera purchase price adjustment in connection with a permitted Restricted Acquisition, and (viiiix) other unsecured Debt of the US Borrower and/or its Subsidiaries not to exceed U.S. $10,000,000 in the aggregate outstanding at any time. Notwithstanding anything to the contrary above in this Section 6.16, the US Borrower may, subject to the applicability of the other covenants contained in this Agreement, issue Permitted Subordinated Debt.