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) intercompany Indebtedness among the Borrowers; (c) intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the aggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (d) Indebtedness (excluding Capital 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; (e) Indebtedness under Capital Leases not to exceed $5,000,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the First Lien Loan Documents, not to exceed the Maximum Senior Debt Amount (as defined in the Intercreditor Agreement), and (g) Indebtedness existing on the Closing Date and identified on Schedule 7.1. No Loan Party will, 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 any Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Loan Party has established adequate reserves therefor under GAAP.

Indebtedness and Liabilities. Directly or indirectly The Borrowers shall not, and shall cause the other Loan Parties not to, create, incur, assumeassume or suffer to exist any Indebtedness, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: except for (a) Indebtedness owing to the Obligations; Lender, (b) intercompany Indebtedness among the Borrowersowing by a Loan Party to another Loan Party; (c) intercompany Indebtedness endorsement of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time negotiable instruments in the aggregate; provided that such Indebtedness is subordinated in right ordinary course of payment to the Obligationsbusiness; (d) Indebtedness arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices, but not for speculative purpose, (excluding Capital Leasese) the following types of Indebtedness incurred in the ordinary course of business provided that the aggregate of these obligations which are at any one time outstanding is less than $2,000,000: (i) capital leases, (ii) performance, surety, statutory and appeal bonds, (iii) reimbursement obligations in connection with letters of credit, (iv) amounts secured or claimed in connection with clauses (a), (e), (g) and (h) in the definition of Permitted Encumbrances and (v) other indebtedness not to exceed $1,000,000 250,000 in the aggregate outstanding at any time outstandingtime, either unsecured or secured by purchase money Liens (f) guaranties of any Indebtedness that is otherwise permitted by this Section 7.3; 7.2, (g) Indebtedness of any Loan Party other than KSAC existing immediately prior to the consummation of the transactions contemplated by the Stock Purchase Agreement (except that such Indebtedness that consists of capital lease obligations shall be deemed outstanding under clause (e) Indebtedness under Capital Leases not to exceed $5,000,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the First Lien Loan Documents, not to exceed the Maximum Senior Debt Amount (as defined in the Intercreditor Agreement)of this Section 7.2, and (g) Indebtedness existing on consisting of indemnification, purchase price adjustments and similar obligations in connection with the Closing Date and identified on Schedule 7.1. No Loan Party will, incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course acquisition or disposition of business not yet due and payable or with respect to which any Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Loan Party has established adequate reserves therefor under GAAPassets.

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 the Borrowers; Borrowers and their Subsidiaries (c) intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the aggregateother than SDI); provided that such Indebtedness is subordinated in right of payment to the Obligations; (dc) Indebtedness (excluding Capital Leases) not to exceed $1,000,000 150,000 in the aggregate at any time outstanding, either unsecured or outstanding secured by purchase money Liens permitted by Section 7.3(including for computation purposes outstanding purchase money Indebtedness existing on the Effective Date and identified on Schedule 7.1); (ed) Indebtedness under in respect of Capital Leases not up to exceed $5,000,000 outstanding at any time 500,000 in the aggregate; (f) Indebtedness pursuant to the First Lien Loan Documents, not to exceed the Maximum Senior Debt Amount (as defined in the Intercreditor Agreement), and (ge) Indebtedness existing on the Closing Effective Date and identified on Schedule 7.1. No Except for Indebtedness described permitted in the preceding sentence, Borrowers will not, and will not permit any other Loan Party willto, incur any Liabilities except for Indebtedness permitted herein and trade payables payables, accounts payable and normal accruals in the ordinary course of business not yet due and payable or with respect to which any 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 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; (c) intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the aggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (d) Indebtedness (excluding Capital 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; (e) Indebtedness under Capital Leases not to exceed $5,000,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the First Second Lien Term Loan Documents, not to exceed an aggregate principal amount of $45,000,000 less any payments of principal in respect thereof (to the Maximum Senior Debt Amount (as defined in extent permitted by the Intercreditor Second Lien Term Loan Subordination Agreement), ) and (g) Indebtedness existing on the Closing Date and identified on Schedule 7.1. No Loan Party will, 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 any Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Loan Party has established adequate reserves 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 the Borrowers; (c) intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the aggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (d) Indebtedness (excluding Capital Leases) not to exceed $1,000,000 100,000 in the aggregate at any time outstanding, either unsecured or outstanding secured by purchase money Liens permitted by Section 7.3Liens; (d) Indebtedness under Capital Leases with respect to real property used in the operation of Borrower's grocery business; (e) Indebtedness under Capital Leases with respect to equipment not to exceed $5,000,000 7,500,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the First Lien Loan Documents, Senior Notes in an aggregate principal amount not to exceed $200,000,000 plus interest, issued pursuant and subject to the Maximum terms and conditions of the Senior Debt Amount (as defined in the Intercreditor Agreement), Notes Indenture; and (g) without duplication, other Indebtedness existing on permitted under subsection 4.7 of the Closing Date Senior Notes Indenture. Except for Indebtedness described and identified on Schedule 7.1. No Loan Party willpermitted in this Agreement, Borrower will not, and will not permit any of its 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 Borrower or any Loan Party of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Loan Party Borrower or any of its Subsidiaries has established adequate reserves therefor 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 Intercompany Indebtedness among Borrowers and Guarantors but only to the Borrowersextent not prohibited under the EximBank Documents; (c) intercompany Indebtedness of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the aggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (d) Indebtedness (excluding Capital Leases) not to exceed (in the aggregate with Indebtedness permitted under clause (d) of this Section 7.1) $1,000,000 400,000 in the aggregate at any time outstanding, either unsecured or outstanding secured by purchase money Liens permitted by Section 7.3Liens; (ed) Indebtedness under Capital Leases not to exceed (in the aggregate with Indebtedness permitted under clause (c) of this Section 7.1) $5,000,000 400,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the First Lien Loan Documents, not to exceed the Maximum Senior Debt Amount (as defined in the Intercreditor Agreement), and (ge) Indebtedness existing on the Closing Date and identified on Schedule 7.14.4 and Indebtedness arising after the Closing Date and described in Schedule 4.4 as future permitted Indebtedness. No Loan Party willExcept for Indebtedness permitted in the preceding sentence, Systems, Borrowers and Guarantors will not, and 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 any Loan Party 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 such Loan Party Borrower, Guarantor or any of its Subsidiaries has established adequate reserves therefor therefor, if appropriate under GAAP.