Common use of Indebtedness and Liabilities Clause in Contracts

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Indebtedness (excluding under Capital Leases) secured by purchase money Liens not to exceed $500,000 in the aggregate at any time outstanding; (c) Indebtedness under Capital Leases not to exceed $1,000,000 in the aggregate at any time outstanding; (d) Indebtedness owing to one or more sellers of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstanding; (e) Indebtedness outstanding under the Senior Unsecured Notes in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant and subject to the terms and conditions of the Unsecured Notes Documents; and (f) without duplication, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecured. Except for Indebtedness described permitted in the preceding sentence, Borrower will not incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, ---------------------------- assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Indebtedness (excluding under Capital Leasescapital leases) secured by purchase money Liens not to exceed $500,000 250,000 in the aggregate at any time outstandingoutstanding secured by purchase money Liens; (c) Indebtedness under Capital Leases not to exceed $1,000,000 in the aggregate 200,000 outstanding at any time outstandingin the aggregate; (d) Indebtedness owing to one or more sellers of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstandingoperating Leases; (e) Indebtedness outstanding under the Senior Unsecured Notes in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant and subject to the terms and conditions of the Unsecured Notes DocumentsSubordinated Debt; and (f) without duplication, other Indebtedness permitted under existing on the Senior Unsecured Notes Indenture provided such Indebtedness is Closing Date and remains unsecuredidentified on Schedule 7.1. Except ------------ for Indebtedness described permitted in the preceding sentence, Borrower will not, and will not permit any of its Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness among the Borrowers; (excluding under Capital Leasesc) secured by purchase money Liens intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $500,000 in the aggregate 2,000,000 outstanding at any time outstandingin the aggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (cd) Indebtedness under (excluding Capital Leases Leases) not to exceed $1,000,000 in the aggregate at any time outstanding, either unsecured or secured by purchase money Liens permitted by Section 7.3; (de) Indebtedness owing to one or more sellers of Acquired Stores under Capital Leases not to exceed $5,000,000 in the aggregate outstanding at any time outstandingin the aggregate; (ef) Indebtedness outstanding under pursuant to the Senior Unsecured Notes in an aggregate principal amount at maturity First Lien Loan Documents, not to exceed $144,990,000 plus interestthe Maximum Senior Debt Amount (as defined in the Intercreditor Agreement), issued pursuant and subject to the terms and conditions of the Unsecured Notes Documents; and (fg) without duplicationIndebtedness existing on the Closing Date and identified on Schedule 7.1. No Loan Party will, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecured. Except for Indebtedness described permitted in the preceding sentence, Borrower will not incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower any Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower such Loan Party has established adequate reserves therefor, if appropriate therefor under GAAP.

Indebtedness and Liabilities. Directly No Borrower will, nor will any Borrower permit any other Loan Party to, directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness among Borrowers and their Subsidiaries (excluding under Capital Leasesother than SDI); provided that such Indebtedness is subordinated in right of payment to the Obligations; (c) secured by purchase money Liens Indebtedness not to exceed $500,000 150,000 in the aggregate at any time outstanding; outstanding secured by purchase money Liens (c) including for computation purposes outstanding purchase money Indebtedness under Capital Leases not to exceed $1,000,000 in existing on the aggregate at any time outstandingEffective Date and identified on Schedule 7.1); (d) Indebtedness owing in respect of Capital Leases up to one or more sellers of Acquired Stores not to exceed $5,000,000 500,000 in the aggregate at any time outstandingaggregate; and (e) Indebtedness outstanding under existing on the Senior Unsecured Notes in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant Effective Date and subject to the terms and conditions of the Unsecured Notes Documents; and (f) without duplication, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecuredidentified on Schedule 7.1. Except for Indebtedness described permitted in the preceding sentence, Borrower Borrowers will not, and will not permit any other Loan Party to, incur any Liabilities except for trade payables payables, accounts payable and normal accruals in the ordinary course of business not yet due and payable or with respect to which the applicable Borrower or the applicable other Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or such Loan Party has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, ---------------------------- assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Indebtedness (excluding under Capital Leases) secured by purchase money Liens intercompany Indebtedness, not to exceed $500,000 30,000,000 outstanding at any time in the aggregate, among Borrowers and their Subsidiaries; provided that such Indebtedness (and any Lien securing such -------- Indebtedness) is subordinated in right of payment to the Obligations; (c) Indebtedness (excluding Capital Leases) not to exceed $2,000,000 in the aggregate at any time outstandingoutstanding secured by purchase money Liens; (cd) Indebtedness under Capital Leases not to exceed $1,000,000 in the aggregate 2,000,000 outstanding at any time outstanding; (d) Indebtedness owing to one or more sellers of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstandingaggregate; and (e) Indebtedness outstanding under existing on the Senior Unsecured Notes in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant and subject Closing Date (after giving effect to the terms and conditions consummation of the Unsecured Notes Documents; transactions contemplated hereunder) and (f) without duplicationidentified on Schedule 7.1. Borrowers will not, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecured. Except for Indebtedness described permitted in the preceding sentence, Borrower will not permit any of ------------ their Subsidiaries to, incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which the applicable Borrower or the applicable Subsidiary is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or such Subsidiary has established adequate reserves therefor, if appropriate therefor under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Indebtedness (excluding under Capital Leases) secured by purchase money Liens not to exceed $500,000 100,000 in the aggregate at any time outstandingoutstanding secured by purchase money Liens; (cd) Indebtedness under Capital Leases not with respect to exceed $1,000,000 real property used in the aggregate at any time outstanding; (d) Indebtedness owing to one or more sellers operation of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstandingBorrower's grocery business; (e) Indebtedness under Capital Leases with respect to equipment not to exceed $7,500,000 outstanding under at any time in the aggregate; (f) the Senior Unsecured Notes in an aggregate principal amount at maturity not to exceed $144,990,000 200,000,000 plus interest, issued pursuant and subject to the terms and conditions of the Unsecured Senior Notes DocumentsIndenture; and (fg) without duplication, other Indebtedness permitted under subsection 4.7 of the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecuredIndenture. Except for Indebtedness described and permitted in the preceding sentencethis Agreement, Borrower will not, and will not permit any of its Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Intercompany Indebtedness among Borrowers and Guarantors but only to the extent not prohibited under the EximBank Documents; (c) Indebtedness (excluding under Capital Leases) secured by purchase money Liens not to exceed (in the aggregate with Indebtedness permitted under clause (d) of this Section 7.1) $500,000 400,000 in the aggregate at any time outstandingoutstanding secured by purchase money Liens; (cd) Indebtedness under Capital Leases not to exceed $1,000,000 (in the aggregate with Indebtedness permitted under clause (c) of this Section 7.1) $400,000 outstanding at any time outstanding; (d) Indebtedness owing to one or more sellers of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstandingaggregate; and (e) Indebtedness outstanding under existing on the Senior Unsecured Notes Closing Date and identified on Schedule 4.4 and Indebtedness arising after the Closing Date and described in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant and subject to the terms and conditions of the Unsecured Notes Documents; and (f) without duplication, other Indebtedness Schedule 4.4 as future permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecuredIndebtedness. Except for Indebtedness described permitted in the preceding sentence, Borrower Systems, Borrowers and Guarantors will not, and will not permit any of their Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower any Borrower, any Guarantor or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower such Borrower, Guarantor or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly No Borrower will nor will it permit any of its Subsidiaries to, directly or indirectly indirectly, create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) Indebtedness not to exceed the U.S. Dollar Equivalent of One Million Five Hundred Thousand Dollars (excluding under Capital Leases$1,500,000) in the aggregate for all Borrowers at any time outstanding secured by purchase money Liens not to exceed $500,000 in the aggregate at any time outstandingLiens; (c) Indebtedness under with respect to Capital Leases not to exceed $1,000,000 in the aggregate at any time outstanding; permitted under Section 6.3 hereof, (d) Indebtedness owing to one or more sellers existing on the Closing Date not otherwise permitted hereunder and identified on Schedule 7.1(C) and refinancings thereof in amounts not in excess of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstandingthat set forth on such Schedule 7.1(C); (e) the Intercompany Inventory Account and other intercompany Indebtedness outstanding of TNF Canada to TNFI in an amount not to exceed the investment permitted under Section 7.4(c); (f) Permitted FX Contracts; (g) Indebtedness consisting of guaranties permitted by Section 7.2 ; (h) other intercompany Indebtedness (other than Indebtedness for borrowed money) incurred in favor of another Borrower and in the Senior Unsecured Notes ordinary course of business; (i) the Permitted Colorado Sale/Leaseback; (j) unsecured Indebtedness in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant and subject 100,000,000 which unsecured Indebtedness is subordinated to the Obligations and on terms and conditions of the Unsecured Notes Documents; which are, in each case, in form and substance satisfactory to Administrative Agent and (f) without duplication, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecured. Except for Indebtedness described permitted in the preceding sentence, Borrower will not incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower has established adequate reserves therefor, if appropriate under GAAP.k)

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness among the Borrowers; (excluding under Capital Leasesc) secured by purchase money Liens intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $500,000 in the aggregate 2,000,000 outstanding at any time outstandingin the aggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (cd) Indebtedness under (excluding Capital Leases Leases) not to exceed $1,000,000 in the aggregate at any time outstanding, either unsecured or secured by purchase money Liens permitted by Section 7.3; (de) Indebtedness owing to one or more sellers of Acquired Stores under Capital Leases not to exceed $5,000,000 in the aggregate outstanding at any time outstandingin the aggregate; (ef) Indebtedness outstanding under pursuant to the Senior Unsecured Notes in Second Lien Term Loan Documents, not to exceed an aggregate principal amount at maturity not to exceed of $144,990,000 plus interest, issued pursuant and subject 45,000,000 less any payments of principal in respect thereof (to the terms and conditions of extent permitted by the Unsecured Notes Documents; Second Lien Term Loan Subordination Agreement) and (fg) without duplicationIndebtedness existing on the Closing Date and identified on Schedule 7.1. No Loan Party will, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecured. Except for Indebtedness described permitted in the preceding sentence, Borrower will not incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which Borrower any Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that Borrower such Loan Party has established adequate reserves therefor, if appropriate therefor under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness, among each Borrower and any other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the intercompany Indebtedness is owed has the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable future; provided that such Indebtedness is subordinated in right of payment to the Obligations; (c) Indebtedness (excluding under Capital Leases) not to exceed $50,000 in the aggregate for all Borrowers at any time outstanding secured by purchase money Liens not to exceed $500,000 in the aggregate at any time outstandingLiens; (cd) Indebtedness under Capital Leases not to exceed $1,000,000 in the aggregate 500,000 outstanding at any time outstanding; (d) Indebtedness owing to one or more sellers of Acquired Stores not to exceed $5,000,000 in the aggregate at any time outstandingaggregate; and (e) Indebtedness outstanding under existing on the Senior Unsecured Notes in an aggregate principal amount at maturity not to exceed $144,990,000 plus interest, issued pursuant Closing Date and subject to the terms and conditions of the Unsecured Notes Documents; and (f) without duplication, other Indebtedness permitted under the Senior Unsecured Notes Indenture provided such Indebtedness is and remains unsecuredidentified on Schedule 7.1. Except for Indebtedness described permitted in the preceding sentence, each Borrower will not, and will not permit any of its Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which each Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.