Common use of Funded Debt Clause in Contracts

Funded Debt. No Credit Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), the other Loan Documents and the Bank Products Documents; (2) The Funded Debt existing on the AgreementFourth Amendment Date and described on Schedule 8.1, together with any refinancing, renewal or replacement thereof that does not increase the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereof; (3) TradeTo the extent constituting Funded Debt, trade or accounts payable and/or similar obligations, and accrued expenses, other than for borrowed money; (4) Funded Debt of a Credit Party or any Subsidiary of a Credit Party that is unsecured or secured by Permitted Liens described in clause (f) of the definition of Permitted Liens (including, without limitation, Capitalized Lease Obligations) not to exceed an aggregate outstanding principal amount of $100,000,000 under this clause (d) at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Date; (5) Guaranties permitted by Section 8.2; (6) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction), plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed $100,000,000 in the aggregate; (7) Unsecured Funded Debt of any Credit Party owed to another Credit Party; provided that such Funded Debt shall be evidenced by intercompany notes pledged to the Administrative Agent pursuant to the Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent; (8) Obligations under Bank Products not entered into for speculative purposes; (9) Funded Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; (10) Funded Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that such Funded Debt is extinguished within ten (10) Business Days of its incurrence; (11) Funded Debt consisting of the financing of insurance premiums; and (12) Funded Debt consisting of charge back obligations of the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, preferred stock or any other preferred equity interest described in this paragraph.

Funded Debt. No Credit Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1a) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), the other Loan Documents and the Bank Products Documents; (2b) The Funded Debt existing on the AgreementFourth Amendment Agreement Date and described on Schedule 8.1, together with any refinancing, renewal or replacement thereof that does not increase the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereof; (3c) TradeTo the extent constituting Funded Debt, trade Trade or accounts payable and/or similar obligations, and accrued expenses, other than for borrowed money; (4d) Funded Debt of a Credit Party or any Subsidiary of a Credit Party that is unsecured or secured by Permitted Liens described in clause (f) of the definition of Permitted Liens set forth in Article 1 (including, including without limitation, limitation Capitalized Lease Obligations) ), collectively, not to exceed an aggregate outstanding principal amount of $100,000,000 15,000,000 under this clause (d) at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Date; (5e) Guaranties permitted by Section 8.2; (6f) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10Financing; provided provided, that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction)8.12, plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment DateFinancing, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed (A) $100,000,000 40,000,000 during the first twelve months following the Agreement Date and (B) $60,000,000 in the aggregateaggregate during the term of this Agreement; (7g) Unsecured Funded Debt of any Credit Party owed to another Credit Party; provided , provided, that such Funded Debt shall be evidenced by intercompany notes pledged to the Administrative Agent pursuant to the Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent; (8) h) Obligations under Bank Products not entered into for speculative purposes; (9i) Funded Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; (10j) Funded Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that such Funded Debt is extinguished within ten (10) Business Days of its incurrence;; and (11k) Funded Debt consisting of the financing of insurance premiums; and (12) Funded Debt consisting of charge back obligations of the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest interests that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary at the option of the holder thereof, in whole or in part, part or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, or preferred stock or any other preferred equity interest interests described in this paragraph.

Funded Debt. No Credit Borrower Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1a) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), and the other Loan Documents and the Bank Products Documents; (2b) The Funded Debt existing on the AgreementFourth Sixth Amendment Effective Date and described on Schedule 8.1, together with 8.1 and any refinancingextensions, renewal or replacement refinancing thereof that does not increase so long as the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereofis not increased by more than any accrued and unpaid interest refinanced and any fees and expenses incurred and financed in connection therewith; (3c) TradeTo the extent constituting Funded Debt, trade or accounts payable and/or similar obligations, and accrued expenses, other than for borrowed moneycontingent obligations arising with respect to indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 8.7; (4d) unsecured Funded Debt of a Credit Borrower Party or any Subsidiary of a Credit Borrower Party owing to a seller in respect of a Permitted Acquisition in an amount not to exceed $7,500,000 in the aggregate, so long as (i) such Funded Debt is subordinated in all respects to the Obligations on terms and subject to a subordination agreement acceptable to the Administrative Agent and (ii) the terms of such Funded Debt are otherwise acceptable to the Administrative Agent; (e) Funded Debt of a Borrower Party or any Subsidiary of a Borrower Party that is unsecured or secured by Permitted Liens described in clause (fd) of the definition of Permitted Liens (including, without limitation, Capitalized Lease Obligations) ), not to exceed an the aggregate outstanding principal amount of $100,000,000 under this clause (d) 1,500,000 at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Date; (5f) Guaranties permitted by Section 8.2; (6g) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction), plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed $100,000,000 in the aggregate; (7) Unsecured unsecured Funded Debt of (i) any Credit Borrower Party owed to another Credit Parent or any of its Subsidiaries and (ii) any Borrower Party owed to any other Borrower Party; provided that , in each case so long as (x) any such Funded Debt shall be owing to a Borrower Party is subordinated in all respects to the Obligations in a manner reasonably satisfactory to the Administrative Agent, evidenced by intercompany notes the Master Intercompany Subordinated Note and pledged to the Administrative Agent pursuant for the benefit of the Lender Group and (y) the Borrower Party which owes such Funded Debt is a Person organized and existing under the laws of the U.S. or any state or commonwealth thereof or under the laws of the District of Columbia; (h) obligations under Hedge Agreements entered into in the ordinary course of business but not for speculative purposes and approved by the Administrative Agent, provided that such obligations may only be secured by Liens described in clause (o) of the definition of “Permitted Liens”; (i) other unsecured Funded Debt not in excess of $500,000 in the aggregate at any time, which Funded Debt shall be subordinated to the Pledge Agreement or such other pledge agreement Obligations in form and substance reasonably all respects in a manner satisfactory to the Administrative Agent; (8) Obligations under Bank Products not entered into for speculative purposes; (9j) Funded Debt owed to (including obligations arising in respect connection with endorsements for deposit in the ordinary course of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensationbusiness, healthand in connection with netting services, disability or overdraft protections and other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, pursuant to reimbursement or indemnification obligations to such personlike services, in each case incurred in the ordinary course of business; (10k) Funded Debt arising from the honoring by constituting obligations in respect of working capital adjustment requirements under any purchase agreement entered into in connection with a bank or other financial institution of Permitted Acquisition; (l) Funded Debt assumed in connection with a check, draft or similar instrument drawn against insufficient funds Permitted Acquisition in the ordinary course of business or other cash management services in the ordinary course of businessan aggregate principal amount not to exceed $750,000; provided that (x) such Funded Debt is extinguished within ten shall constitute Capitalized Lease Obligations or purchase money debt, (10y) Business Days such Funded Debt was not incurred in anticipation of its incurrenceor in connection with such Permitted Acquisition and (z) no further borrowing may be made in respect of such Funded Debt; (11m) any Funded Debt consisting of created under the financing of insurance premiums▇▇▇▇▇ Fargo Cash Management Documents; and (12n) so long as subject to the Intercreditor Agreement and true, correct and complete copies of the ABL Loan Documents have been delivered to the Administrative Agent, Funded Debt consisting of charge back obligations of having commitments not to exceed $10,000,000 under the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, preferred stock or any other preferred equity interest described in this paragraphABL Facility.

Funded Debt. No Credit Borrower Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1a) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), and the other Loan Documents and the Bank Products Documents; (2b) The the Funded Debt existing on the AgreementFourth Amendment Agreement Date and described on Schedule 8.1, together with any refinancing, renewal or replacement thereof that does not increase the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereof; (3c) TradeTo the extent constituting Funded Debt, trade or accounts payable and/or similar obligations, and accrued expenses, incurred in the ordinary course of business, other than for borrowed money; (4d) Funded Debt of a Credit Borrower Party or any Subsidiary of a Credit Borrower Party that is unsecured or secured by Permitted Liens described in clause (f) of the definition of Permitted Liens (including, without limitation, Capitalized Lease Obligations) ), not to exceed an aggregate outstanding principal amount equal to the sum of (i) $100,000,000 under this clause 35,000,000 and (dii) 2.50% of the consolidated total assets of the Borrower Parties, determined as of the end of the most recent fiscal quarter of the Borrowers for which internal financial statements are available, at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Date; (5e) Guaranties permitted by Section 8.2; (6f) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction), plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed $100,000,000 in the aggregate; (7) Unsecured unsecured Funded Debt of any Credit Borrower Party owed to another Credit Borrower Party; provided that such Funded Debt shall be evidenced by intercompany notes pledged to the Administrative Agent pursuant to the Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent; (8) Obligations g) obligations under Bank Products Hedge Agreements not entered into for speculative purposes; (9h) the Senior Note Indebtedness in the original aggregate principal amount of $250,000,000; (i) unsecured Subordinated Funded Debt of any Borrower Party not to exceed an aggregate principal amount of $100,000,000, so long (i) such Funded Debt has no mandatory sinking fund, redemption or amortization, or maturity earlier than one year and one day prior to the Maturity Date, (ii) as at the time of the incurrence of such Funded Debt and immediately after giving effect to the incurrence of such Funded Debt and the application of the proceeds thereof, the Borrower Parties are in pro forma compliance with the Leverage Ratio set forth in Section 8.8(a) as of the last day of the immediately preceding fiscal quarter for which financial statements are available (and the Administrative Borrower shall provide to the Administrative Agent a certificate from an Authorized Signatory of the Administrative Borrower certifying such compliance) and (iii) at the time of and immediately after giving effect to the incurrence of such Funded Debt and the application of the proceeds thereof, on a pro forma basis, no Default or Event of Default is in existence; (j) other unsecured Funded Debt of any Borrower Party not to exceed the aggregate principal amount of $200,000,000, so long as (i) such Funded Debt has no mandatory sinking fund, redemption or amortization, or maturity earlier than one year and one day prior to the Maturity Date, (ii) the Borrower Parties are in compliance, on a pro forma basis for the issuance of such Fund Debt, with the Leverage Ratio set forth in Section 8.8(a) as of the last day of the immediately preceding fiscal quarter for which financial statements are available (and the Administrative Borrower shall provide to the Administrative Agent a certificate from an Authorized Signatory of the Administrative Borrower certifying such compliance) and (iii) at the time of and immediately after giving effect to the incurrence of such Funded Debt and the application of the proceeds thereof, on a pro forma basis, no Default or Event of Default is in existence; (k) Funded Debt owed to (including obligations in respect arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit credit, surety bonds or bank guarantees or similar instruments for performance bonds securing any obligations of the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, Borrower Parties pursuant to reimbursement or indemnification obligations to such personagreements, in each any case incurred in connection with the ordinary course disposition or acquisition of any business, assets or Equity Interests, so long as the amount does not exceed the gross proceeds actually received by the Borrower Parties in connection with such disposition; (10l) Funded Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided provided, that such Funded Debt is extinguished within ten (10) five Business Days of its incurrence; (11m) Funded Debt consisting in respect of bid, performance or surety bonds or letters of credit issued in the ordinary course of business, including letters of credit supporting lease obligations or supporting (or in lieu of) such bid, performance or surety bonds or in respect of workers’ compensation claims, or other Funded Debt with respect to reimbursement obligations regarding workers’ compensation claims; (n) customer deposits and advance payments received from customers for goods and services sold in the ordinary course of business; (o) Permitted Refinancing Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Funded Debt that was permitted by clauses (b), (d), (h) , (o) or (q) of this Section 8.1; (p) Funded Debt to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Senior Note Indebtedness in accordance with the terms of the financing of insurance premiumsSenior Note Documents; and (12q) Funded Debt consisting Permitted Secured Acquisition Indebtedness in an aggregate amount outstanding at any time not to exceed $50,000,000, none of charge back obligations of the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower willwhich may be incurred unless, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary at the option time of incurrence, the holder thereofSenior Secured Leverage Ratio for most recent fiscal quarter then ended is no greater, in whole or in partcalculated on a Pro Forma Basis, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, preferred stock or any other preferred equity interest described in this paragraphthan 3.50 to 1.00.

Funded Debt. No Credit Borrower Party will, or will permit any of its Restricted Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1a) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), and the other Loan Documents and the Bank Products Documents; (2b) The the Funded Debt existing on the AgreementFourth Amendment Agreement Date and described on Schedule 8.1, together with any refinancing, renewal or replacement thereof that does not increase the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereof; (3c) TradeTo the extent constituting Funded Debt, trade or accounts payable and/or similar obligations, and accrued expenses, incurred in the ordinary course of business, other than for borrowed money; (4d) Funded Debt Purchase money obligations or Capitalized Lease Obligations of a Credit Borrower Party or any Subsidiary of a Credit Party their Restricted Subsidiaries that is unsecured or may be secured by Permitted Liens described in clause (f) of the definition of Permitted Liens (includingLiens, without limitation, Capitalized Lease Obligations) not to exceed an aggregate outstanding principal amount equal to the sum of (i) $100,000,000 under this clause 100,000,000200,000,000 and (dii) 3.00% the consolidated total assets4.00% of the Total Assets of the Borrower Parties, determined as of the end of the most recent fiscal quarter of the Borrowers for which internal financial statements are available, at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Date; (5e) Guaranties permitted by Section 8.2; (6i) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction), plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed $100,000,000 in the aggregate; (7) Unsecured unsecured Funded Debt of any Credit Borrower Party owed to another Credit Party; provided that such Borrower Party or (ii) unsecured Funded Debt shall be evidenced by intercompany notes pledged of any Subsidiary of a Borrower Party owed to any Borrower Party or any Subsidiary of any Borrower Party, in the case of this clause (ii), to the Administrative Agent pursuant to the Pledge Agreement or extent such other pledge agreement in form and substance reasonably satisfactory to the Administrative AgentInvestment is permitted by Section 8.5; (8) Obligations g) obligations under Bank Products Hedge Agreements not entered into for speculative purposes; (9h) Senior Secured Note Indebtedness in the original aggregate principal amount of $750,000,000;[Reserved]; (i) Senior Unsecured Note Indebtedness in the original aggregate principal amount of $500,000,0001,756,000,000; (j) other unsecured Funded Debt of any Borrower Party, so long as (i) such Funded Debt has no mandatory sinking fund, redemption or amortization, or maturity earlier than one year and one day prior tosix months following the latest Maturity Date then in existence (other than in respect of unsecured Funded Debt consisting of bridge facilities (regardless of maturity), so long as such bridge facility (x) has customary “rollover” provisions to a date that is no earlier than six months following the latest Maturity Date then in existence or (y) is a bridge facility to an intended issuance of Funded Debt with a maturity that is no earlier than six months following the latest Maturity Date then in existence), (ii) the Total Leverage Ratio on a pro forma basis for the issuance of such Funded Debt, is not greater than 5.256.00:1.00 as of the last day of the immediately preceding fiscal quarter for which financial statements are available (and the Administrative Borrower shall provide to each Administrative Agent a certificate from an Authorized Signatory of the Administrative Borrower certifying such compliance) and (iii) at the time of and immediately after giving effect to the incurrence of such Funded Debt and the application of the proceeds thereof, on a pro forma basis, no Default or Event of Default is in existence; (k) Funded Debt owed to (including obligations in respect arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit credit, surety bonds or bank guarantees or similar instruments for performance bonds securing any obligations of the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, Borrower Parties pursuant to reimbursement or indemnification obligations to such personagreements, in each any case incurred in connection with the ordinary course disposition or acquisition of any business, assets or Equity Interests, so long as the amount does not exceed the gross proceeds actually received by the Borrower Parties in connection with such disposition; (10l) Funded Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided provided, that such Funded Debt is extinguished within ten (10) five Business Days of its incurrence; (11m) Funded Debt consisting in respect of bid, performance or surety bonds or letters of credit issued in the ordinary course of business, including letters of credit supporting lease obligations or supporting (or in lieu of) such bid, performance or surety bonds or in respect of workers’ compensation claims, or other Funded Debt with respect to reimbursement obligations regarding workers’ compensation claims; (n) customer deposits and advance payments received from customers for goods and services sold in the ordinary course of business; (o) Permitted Refinancing Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Funded Debt that was permitted by clauses (b), (d), (h) , (i), (j), (o) or (r) of this Section 8.1; (p) Funded Debt to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Senior Unsecured Note Indebtedness in accordance with the terms of the financing Senior Unsecured Note Documents; (q) Funded Debt of insurance premiumsa Receivables Subsidiary in respect of a Receivables Facility, which is non-recourse to any Borrower Party or any other Restricted Subsidiary in any way other than Standard Securitizations Undertakings; (r) Permitted Secured Indebtedness that is not in the form of term loans, together with any Funded Debt incurred pursuant to Section 2.17(b) or 8.1(t), in an aggregate amount not to exceed (A) $750,000,000, provided that, immediately prior to, and after giving effect to the incurrence of such Permitted Secured Indebtedness and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 4.50 to 1.00,750,000,000 plus (B) an aggregate additional amount of Permitted Secured Indebtedness, provided that, immediately prior to, and after giving effect to the incurrence of such aggregate additional amount of Permitted Secured Indebtedness and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 4.004.50 to 1.00; and (12s) Funded Debt consisting of charge back obligations in an amount not to exceed $25,000,000 outstanding at any time, which may be secured by Permitted Liens described in clause (r) of the type described in Section 8 definition of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any Permitted Liens.the greater of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, $250,000,000 and (ii) 5.00% of the Total Assets of the Borrower Parties at any time; and (t) Funded Debt in the form of Incremental Loans or term loans secured on a pari passu basis with the Facilities in an aggregate principal amount, together with any Incremental Term Loans incurred pursuant to the proviso to clause (2) of the proviso to Section 2.17(b)(i), not to exceed $400,000,000 at any time, so long as the aggregate principal amount of Funded Debt incurred pursuant to Sections 2.17(b), 8.1(r) and this 8.1(t) shall not exceed (A) $750,000,000 plus (B) an aggregate additional amount of such Funded Debt, provided that, immediately prior to, and after giving effect to the incurrence of such aggregate additional amount of Funded Debt and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 4.50 to 1.00; provided that such Funded Debt shall (A) have a maturity date that is on or may become redeemable after the latest Maturity Date applicable to any Loan or repurchaseable by such Borrower or such Subsidiary Commitment hereunder at the option time such Funded Debt is incurred, (B) have a weighted average life to maturity not shorter than the longest remaining weighted average life to maturity of the holder thereofTerm Loans, (C) be subject to the Intercreditor Agreement, and (D) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in whole or in part, or (iii) is convertible or exchangeable at the option good faith determination of the holder thereof for Indebtedness orFunded Debt, indebtedness, preferred stock or any other preferred equity interest described in this paragraphBorrowers are not materially less favorable (when taken as a whole) to the Borrowers than the terms and conditions of the Loan Documents (when taken as a whole).

Funded Debt. No Credit Borrower Party will, or will permit any of its Restricted Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1) : Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), and the other Loan Documents and the Bank Products Documents; (2) The ; the Funded Debt existing on the AgreementFourth Amendment Agreement Date and described on Schedule 8.1, together with any refinancing, renewal or replacement thereof that does not increase the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereof; (3) TradeTo the extent constituting Funded Debt, ; trade or accounts payable and/or similar obligations, and accrued expenses, incurred in the ordinary course of business, other than for borrowed money; (4) ; Funded Debt of a Credit Borrower Party or any Subsidiary of a Credit Party their Restricted Subsidiaries that is unsecured or secured by Permitted Liens described in clause (f) of the definition of Permitted Liens (including, without limitation, Capitalized Lease Obligations) ), not to exceed an aggregate outstanding principal amount equal to the sum of (i) $100,000,000 under this clause 70,000,000 and (dii) 2.50% of the consolidated total assets of the Borrower Parties, determined as of the end of the most recent fiscal quarter of the Borrowers for which internal financial statements are available, at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Date; (5) Guaranties permitted by Section 8.2; (6) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction), plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed $100,000,000 in the aggregate; (7) Unsecured unsecured Funded Debt of any Credit Borrower Party owed to another Credit Borrower Party; provided that such Funded Debt shall be evidenced by intercompany notes pledged to the Administrative Agent pursuant to the Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent; (8) Obligations obligations under Bank Products Hedge Agreements not entered into for speculative purposes; (9) ; the Senior Note Indebtedness in the original aggregate principal amount of $350,000,000; intentionally omitted; other unsecured Funded Debt owed of any Borrower Party so long as (i) such Funded Debt has no mandatory sinking fund, redemption or amortization, or maturity earlier than one year and one day prior to the Latest Maturity Date, (including obligations ii) the Leverage Ratio, on a pro forma basis for the issuance of such Funded Debt, is not greater than 4.25:1.00 as of the last day of the immediately preceding fiscal quarter for which financial statements are available (and the Administrative Borrower shall provide to the Administrative Agent a certificate from an Authorized Signatory of the Administrative Borrower certifying such compliance) and (iii) at the time of and immediately after giving effect to the incurrence of such Funded Debt and the application of the proceeds thereof, on a pro forma basis, no Default or Event of Default is in respect existence; Funded Debt arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit credit, surety bonds or bank guarantees or similar instruments for performance bonds securing any obligations of the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, Borrower Parties pursuant to reimbursement or indemnification obligations to such personagreements, in each any case incurred in connection with the ordinary course disposition or acquisition of any business; (10) , assets or Equity Interests, so long as the amount does not exceed the gross proceeds actually received by the Borrower Parties in connection with such disposition; Funded Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business business; provided, that such Funded Debt is extinguished within five Business Days of its incurrence; Funded Debt in respect of bid, performance or surety bonds or letters of credit issued in the ordinary course of business, including letters of credit supporting lease obligations or supporting (or in lieu of) such bid, performance or surety bonds or in respect of workers’ compensation claims, or other cash management Funded Debt with respect to reimbursement obligations regarding workers’ compensation claims; customer deposits and advance payments received from customers for goods and services sold in the ordinary course of business; provided that such Permitted Refinancing Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Funded Debt is extinguished within ten that was permitted by clauses (10b), (d), (h), (o), (q) Business Days and (t) of its incurrence; (11) this Section 8.1; Funded Debt consisting to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Senior Note Indebtedness in accordance with the terms of the financing of insurance premiums; and (12) Funded Debt consisting of charge back obligations of the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, preferred stock or any other preferred equity interest described in this paragraph.Senior Note Documents;

Funded Debt. No Credit Borrower Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1a) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), and the other Loan Documents and the Bank Products Documents; (2b) The Funded Debt existing on the AgreementFourth Amendment Agreement Date and described on Schedule 8.1, together with any refinancing, renewal or replacement thereof that does not increase 8.1 to the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereofDisclosure Schedules; (3c) TradeTo the extent constituting Funded Debt, trade Trade or accounts payable and/or similar obligations, and accrued expenses, incurred in the ordinary course of business, other than for borrowed money; (4d) Funded Debt of a Credit Borrower Party or any Subsidiary of a Credit Borrower Party that is unsecured or either (i) secured by Permitted Liens described in clause (f) of the definition of Permitted Liens (including, without limitation, Capitalized Lease Obligations), (ii) Funded Debt of a Person acquired in an acquisition permitted by this Agreement, (iii) Funded Debt incurred with respect to an acquisition permitted by this Agreement or (iv) guarantees of third party Funded Debt, not to exceed an the aggregate outstanding principal amount of $100,000,000 under this clause (d) 25,000,000 at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Date; (5e) Guaranties permitted by Section 8.2; (6) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction), plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed $100,000,000 in the aggregate; (7f) Unsecured Funded Debt of any Credit Borrower Party owed to another Credit Borrower Party; provided that , so long as such Funded Debt is subordinated in all respects to the Obligations and, upon request by the Administrative Agent, any note, instrument or agreement evidencing such Funded Debt shall be evidenced by intercompany notes pledged to the Administrative Agent pursuant to the Pledge Agreement or contain a legend noting such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agentsubordination; (8) g) Obligations under Bank Products Hedge Agreements not entered into for speculative purposes; (9h) Unsecured Funded Debt of any Borrower Party or any Domestic Subsidiary of a Borrower Party owed to a Foreign Subsidiary of a Borrower Party; (i) Unsecured Funded Debt of any Foreign Subsidiary of a Borrower Party owed to any Borrower Party or any Domestic Subsidiary of a Borrower Party, so long as in each case such Funded Debt is permitted as an investment under Section 8.5(g); (j) Funded Debt owed representing deferred compensation to employees of any Borrower Party; (including obligations in respect k) Funded Debt consisting of letters the financing of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, pursuant to reimbursement or indemnification obligations to such person, in each case premiums in the ordinary course of business; (10l) the Existing Notes; (m) the NYT Sale Leaseback; (n) Other Funded Debt arising from not otherwise permitted under clauses (a) through (m) of this Section 8.1 so long as (i) both before and after giving effect to the honoring by a bank incurrence of such Funded Debt, either the Transaction Conditions or other financial institution of a check, draft the Transaction Conditions (Undrawn) are met or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that (ii) such Funded Debt is extinguished within ten (10) Business Days being incurred does not exceed, together with all other Funded Debt incurred pursuant to this Section 8.1(n)(ii), an aggregate principal amount of its incurrence$10,000,000 at any time outstanding; (11o) Funded Debt consisting of the financing of insurance premiumsMidtown Insurance Debt; and (12p) Funded Debt consisting incurred in connection with any Permitted Refinancing of charge back obligations any of the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, preferred stock or any other preferred equity interest described in this paragraphforegoing.

Funded Debt. No Credit Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1a) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), the other Loan Documents and the Bank Products Documents; (2b) The Funded Debt existing on the AgreementFourth Amendment Agreement Date and described on Schedule 8.1, together with any refinancing, renewal or replacement thereof that does not increase the outstanding principal amount thereof (immediately prior to giving effect to such refinancing, renewal or replacement) or shorten the maturity or the weighted average life thereof; (3c) TradeTo the extent constituting Funded Debt, trade Trade or accounts payable and/or similar obligations, and accrued expenses, other than for borrowed money; (4d) Funded Debt of a Credit Party or any Subsidiary of a Credit Party that is unsecured or secured by Permitted Liens described in clause (f) of the definition of Permitted Liens (including, without limitation, Capitalized Lease Obligations) not to exceed an aggregate outstanding principal amount of $100,000,000 under this clause (d) at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Agreement Date; (5e) Guaranties permitted by Section 8.2; (6f) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10Financing; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Agreement Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction)8.10, plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Agreement Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Agreement Date does not exceed $100,000,000 in the aggregate; (7g) Unsecured Funded Debt of any Credit Party owed to another Credit Party; provided that such Funded Debt shall be evidenced by intercompany notes pledged to the Administrative Agent pursuant to the Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent; (8) h) Obligations under Bank Products not entered into for speculative purposes; (9i) Funded Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers or any of their Subsidiaries, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; (10j) Funded Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that such Funded Debt is extinguished within ten (10) Business Days of its incurrence; (11k) Funded Debt consisting of the financing of insurance premiums; and (12l) Funded Debt consisting of charge back obligations of the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, or preferred stock or any other preferred equity interest described in this paragraph.

Funded Debt. No Credit Borrower Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except: (1a) Funded Debt under this Agreement (including any Funded Debt resulting from a Commitment Increase), and the other Loan Documents and the Bank Products Documents; (2b) The Funded Debt existing on the AgreementFourth Amendment Agreement Date and described listed on Schedule 8.1; (c) Funded Debt which shall be on market terms and conditions (determined as of the date any such Funded Debt is incurred), together with any refinancingshall have a maturity date not earlier than the date that is six months following the stated Maturity Date, renewal or replacement thereof that does not increase so long as the aggregate outstanding principal amount thereof (immediately prior of all Funded Debt permitted pursuant to giving effect to such refinancing, renewal or replacementthis Section 8.1(c) or shorten the maturity or the weighted average life thereofshall not at any time exceed $375,000,000; (3) TradeTo the extent constituting Funded Debt, trade or accounts payable and/or similar obligations, and accrued expenses, other than for borrowed money; (4d) Funded Debt of a Credit Borrower Party or any Subsidiary of a Credit Borrower Party that is unsecured or secured by Permitted Liens described in clause (f) of the definition of Permitted Liens set forth in Article 1 (including, without limitation, Capitalized Lease Obligations) Obligations and Liens on assets that do not constitute Collateral (which shall, for the avoidance of doubt, exclude any Eligible Trademarks), collectively, not to exceed an the aggregate outstanding principal amount of $100,000,000 under this clause (d) 75,000,000 at any time; provided that no more than $25,000,000 of such Funded Debt may be incurred on a secured basis in any Fiscal Year after the SecondFourth Amendment Datetime outstanding; (5e) Guaranties permitted by Section 8.2; (6) Permitted Real Estate Financing and IndebtednessFunded Debt arising under Sale-Leaseback Transactions permitted under Section 8.10; provided that the sum of (1) the aggregate purchase price of all properties sold and leased back after the SecondFourth Amendment Date in Sale-Leaseback Transactions permitted under Section 8.10 (excluding the 2020 Sale-Leaseback Transaction), plus (2) the aggregate outstanding principal amount of Permitted Real Estate Financing incurred after the SecondFourth Amendment Date, plus (3) the Net Real Estate Exchange Value incurred after the SecondFourth Amendment Date does not exceed $100,000,000 in the aggregate; (7f) Unsecured Funded Debt of any Credit Borrower Party owed to another Credit Borrower Party; provided that such Funded Debt shall be evidenced by intercompany notes pledged to the Administrative Agent pursuant to the Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent; (8) g) Obligations under Bank Products Hedge Agreements not entered into for speculative purposes; (9i) Unsecured Funded Debt of the Foreign Subsidiaries owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrowers Borrower Parties or any of their SubsidiariesSubsidiaries existing on the Agreement Date, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; (10ii) unsecured Funded Debt arising from of the honoring by a bank Foreign Subsidiaries owed to the Borrower Parties or other financial institution any of a check, draft or similar instrument drawn against insufficient funds in their Subsidiaries incurred after the ordinary course of business or other cash management services in Agreement Date to the ordinary course of business; provided extent that such unsecured Funded Debt is extinguished within ten constitutes an Investment permitted under Section 8.5(e), (10iii) Business Days of its incurrence; (11) unsecured Funded Debt consisting of the financing Borrower Parties owed to the Foreign Subsidiaries and (iv) unsecured Funded Debt of insurance premiumsany Foreign Subsidiary owed to any other Foreign Subsidiary; and (12) Funded Debt consisting of charge back obligations of the type described in Section 8 of the Retailer Purchase Agreement as in effect on the date hereof. No Borrower will, nor will any Borrower permit any of its Subsidiaries to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily redeemable pursuant Obligations under Commodity Hedge Agreements not entered into for speculative purposes in an aggregate amount not to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by such Borrower or such Subsidiary exceed $25,000,000 at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness orFunded Debt, indebtedness, preferred stock or any other preferred equity interest described in this paragraphone time outstanding.