Common use of Indebtedness and Other Obligations Clause in Contracts

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 at any time outstanding; (e) other unsecured Indebtedness, in an aggregate principal amount not exceeding $100,000 at any time outstanding; and

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 20,000,000 at any time outstanding; (e) Indebtedness incurred to finance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions; (f) Indebtedness under Hedging Agreements with Fleet or an Affiliate of Fleet; (g) other unsecured Indebtedness, in an aggregate principal amount not exceeding $100,000 5,000,000 at any time outstanding; and (h) Subordinated Indebtedness, in amounts, and on terms and conditions reasonably satisfactory to the Administrative Agent and the Term Lender.

Indebtedness and Other Obligations. The Loan Parties Borrowers will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or permit to exist any Indebtedness, except, as long as no Event of Default exists at the time of incurrence of such Indebtedness or would arise therefrom: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 the Information Certificate and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Indebtedness of any the Loan Party Parties to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 50,000,000 at any time outstandingoutstanding unless, at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (e) Indebtedness incurred to finance any Real Estate now or hereafter owned by any Borrower or incurred in connection with any sale--leaseback transaction; (f) Indebtedness under Swap Contracts, other unsecured Indebtednessthan for speculative purposes, entered into in the ordinary course of business; (g) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; (h) Unsecured Indebtedness of a Loan Party to one or more Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not exceeding in excess of $100,000 200,000,000; (i) Indebtedness in respect of the Senior Notes and the Refinancing Notes; (j) Subordinated Debt (other than Indebtedness described in subsection (k) below) provided that after giving effect to the incurrence thereof, the Payment Conditions are satisfied; (k) Unsecured Indebtedness for borrowed money, including, without limitation, Subordinated Debt (other than Indebtedness described in subsection (j) above), provided that the amortization thereof is less than or equal to one (1%) percent of the principal amount of such Indebtedness per annum and the maturity thereof is not less than sixty (60) days following the Maturity Date; (l) Indebtedness represented by letters of credit or acceptances issued in any currency other than Dollars which any Issuing Bank or Acceptance Lender, as applicable, was unable or unwilling to issue according to the terms hereof backed by Dollar denominated Letters of Credit or Acceptances; (m) Guarantees of Indebtedness otherwise allowed under this Section 6.1 and Section 6.4 hereof and other obligations of any other Loan Party which do not constitute Indebtedness, (n) [Reserved]; (o) Other unsecured Guarantees of Indebtedness of any Subsidiary which is not a Loan Party, provided that no payment shall be made on account of any such Guarantee unless the Payment Conditions are satisfied at the time of payment; (p) In addition to Indebtedness permitted under clause (h) above, Indebtedness owing by a Loan Party to any other Subsidiary of the Lead Borrower which is not a Loan Party, provided that the aggregate principal amount of Indebtedness permitted by this clause (p) shall not exceed $50,000,000 at any time outstandingoutstanding unless, at the time of incurrence of any such Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (q) Indebtedness assumed by a Loan Party or by a Person who will become a Loan Party (or Indebtedness secured by a Lien in effect prior to any such acquisition on property acquired in connection with such acquisition, which property would not be of a type included in the Borrowing Base) in connection with a Permitted Acquisition, provided that the aggregate principal amount of Indebtedness permitted by this clause (q) shall not exceed $50,000,000 at any time outstanding unless, at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (r) Indebtedness of any Person that becomes a Loan Party in a Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Loan Party) and which are set forth in the Information Certificate delivered in connection with such Permitted Acquisition, to the extent such indebtedness would not be permitted under any other clause of this Section; and (s) Indebtedness consisting of Earn--Out Obligations, but only to the extent that the contingent consideration relating thereto is paid within thirty (30) days after the amount due is finally determined.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: : (ai) Indebtedness created under the Loan Documents; ; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; ; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; ; (div) Indebtedness of any Loan Party (A) to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations Obligations, (B) incurred pursuant to a financing of any fixed or capital assets which are owned and any Indebtedness unencumbered at the time of such financing, or (C) assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 at any time outstanding; (e) other unsecured Indebtedness, in an aggregate principal amount not exceeding $100,000 at any time outstanding; and113

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documentsconstituting Obligations; (bii) Indebtedness set forth in Schedule 6.01 annexed hereto and extensions, renewals replacements and replacements refinancings of any such Indebtedness; provided Indebtedness (including, without limitation, the Merrimack Mortgage), provided, that after giving effect to any of the refinancing foregoing (i) the principal amount of the outstanding Indebtedness is not increasedincreased (except by an amount equal to accrued interest thereon and the amount of all reasonable costs, expenses and premiums incurred in connection with such extension, renewal, replacement or refinancing), (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies that, taken as a whole, are more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedextended, renewed, replaced or refinanced as determined by the Administrative Agent in its reasonable credit judgment; (ciii) intercompany unsecured Indebtedness arising from loans permitted under any of any Loan Party to any other Loan PartySection 6.04(b), all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAPSection 6.04(n) or Section 6.04(o); (div) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 at any time outstanding; (e) other unsecured Indebtedness, in an aggregate principal amount not exceeding $100,000 at any time outstanding; andclause

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 100,000,000 at any time outstanding; (ev) Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder; (vi) Indebtedness under Hedging Agreements, other than for speculative purposes, entered into in the ordinary course of business; (vii) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; (viii) Reserved; (ix) Guarantees by a Loan Party of any obligations of another Loan Party, as long as such obligations are not otherwise prohibited hereunder; (x) any Indebtedness arising under any Leases of the Loan Parties; (xi) any Indebtedness assumed by the Parent, the Borrower, or any of their Subsidiaries in connection with a Permitted Acquisition; and (xii) other unsecured Indebtedness, including Subordinated Indebtedness, in an aggregate principal amount not exceeding $100,000 100,000,000 at any time outstanding; and, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent (such consent of Administrative Agent not to be unreasonably withheld). (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (A) any shares of capital stock of any Loan Party or (B) any option, warrant or other right to acquire any such shares of capital stock, except for obligations related to agreements or plans existing as of the Effective Date.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Guarantees by any Loan Party of Indebtedness of any Borrower; (v) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations (other than the Capital Lease Obligation described in item 2 of Schedule 6.01) and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 5,000,000 at any time outstanding; (evi) other unsecured IndebtednessIndebtedness incurred in connection with sale-leaseback transactions permitted hereunder, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent; (vii) Indebtedness of any Loan party incurred in an aggregate principal amount connection with any accounts payable (A) in existence on or prior to April 30, 2007 and (B) in the ordinary course and not exceeding $100,000 at any time outstanding; andpast due for more than sixty (60) days;

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Indebtedness of any Loan Party pursuant to the Equipment Financing Agreement or to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 100,000,000 at any time outstanding; (ev) Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder; (vi) Indebtedness under Hedging Agreements, other than for speculative purposes, entered into in the ordinary course of business; (vii) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; (viii) Reserved; (ix) Guarantees by the Parent of any obligations of the Borrower or any other Subsidiary of the Parent, as long as such obligations are otherwise permitted hereunder; (x) any Indebtedness arising under any Leases of the Loan Parties; (xi) any Indebtedness assumed by the Parent, the Borrower, or any of their Subsidiaries in connection with a Permitted Acquisition; and (xii) other unsecured Indebtedness, including Subordinated Indebtedness, in an aggregate principal amount not exceeding $100,000 100,000,000 at any time outstanding; and, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent (such consent of Administrative Agent not to be unreasonably withheld). (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (A) any shares of capital stock of any Loan Party or (B) any option, warrant or other right to acquire any such shares of capital stock, except for obligations related to agreements or plans existing as of the Effective Date.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Guarantees by any Loan Party of Indebtedness of any Borrower; (v) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 1,500,000 at any time outstanding; (evi) Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder, provided that (A) the terms of such Indebtedness are reasonably acceptable to the Administrative Agent, and (B) with respect to any Eligible Real Estate, the proceeds therefrom are at least equal to the amounts necessary so that, after giving effect to the refinancing or sale-leaseback transaction, Availability does not decline, and (C) if the Administrative Agent so requests, the Administrative Agent shall have received an intercreditor agreement executed by the Person so refinancing or acquiring the Real Estate on terms and conditions reasonably satisfactory to the Administrative Agent; (vii) Indebtedness under Hedging Agreements with Bank of America or an Affiliate of Bank of America, provided that at no time shall the notional amount of such Hedging Agreements exceed $25,000,000 in the aggregate; (viii) Indebtedness under Hedging Agreements with Persons other than Bank of America or an Affiliate of Bank of America, provided that at no time shall the notional amount of such Hedging Agreements exceed $20,000,000 in the aggregate. (ix) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores in an aggregate amount not to exceed $2,000,000; and (x) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 500,000 at any time outstanding; and, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (A)(i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, until all Obligations have been repaid in full and all Commitments terminated, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations), or (B) issued pursuant to the Parent's Shareholder Rights Agreement dated as of July 21, 1998 as in effect on the Closing Date, or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of capital stock of any Loan Party or (ii) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; , provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 40,000,000 at any time outstanding; (ev) Indebtedness incurred to finance or refinance any Real Estate owned or acquired by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder; (vi) Indebtedness under Hedging Agreements, other than for speculative purposes, entered into in the ordinary course of business with an aggregate Agreement Value thereon not to exceed $15,000,000 at any time outstanding; (vii) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; (viii) Indebtedness arising under the Note Purchase Agreement and related documents and any Indebtedness which refinances same, provided however that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the average life is reduced, (iii) the respective obligor or obligors shall be the same on the refinancing Indebtedness as on the Indebtedness being refinanced, (iv) the refinancing Indebtedness shall be unsecured or shall be secured equally and ratably with the Obligations hereby secured and the holders of such refinancing Indebtedness shall have entered into an intercreditor agreement on terms acceptable to the Collateral Agent, in its sole discretion (it being agreed that the terms in the Collateral Agency Agreement shall be acceptable to the Collateral Agent), and (v) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies materially more burdensome to the obligor or obligors than those contained in the Indebtedness being refinanced; (ix) Guarantees by the Parent of any obligation of the Borrower or any other Subsidiary of the Parent, so long as such obligations are otherwise permitted hereunder, provided that if the Parent executes and delivers a Guarantee of the obligations under the Note Purchase Agreement or Purchaser Notes, the Parent shall contemporaneously therewith execute and deliver a Guarantee of the Obligations satisfactory in form and substance to the Administrative Agent; and (x) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding the difference between $100,000 115,000,000 and the amount of outstanding Indebtedness under SECTION 6.01(a)(iv) hereof at any time outstanding; and, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of capital stock of any Loan Party or (ii) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule SCHEDULE 6.01 and extensions, renewals replacements and replacements refinancings of any such Indebtedness; provided , provided, that after giving effect to any of the refinancing foregoing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedextended, renewed, replaced or refinanced as determined by the Administrative Agent in its reasonable credit judgment; (ciii) Indebtedness of any Loan Party to any other Loan Party, all provided, that, upon the request of which Agents, such Indebtedness shall be reflected in evidenced by promissory notes having terms (including subordination terms) satisfactory to Agents, the Loan sole originally executed counterparts of which shall be pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties’ books and records in accordance with GAAP, as security for the Obligations; (div) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assetsassets owned or acquired by a Loan Party, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (v) Indebtedness under Hedging Agreements entered into in the ordinary course of business, other than for speculative purposes, which are upon terms and in such amounts as are reasonably acceptable to maturity thereofthe Administrative Agent; (vi) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores, provided that that, the aggregate principal amount of Indebtedness permitted by this clause (dvi) shall not exceed $250,000 10,000,000 at any time outstanding; (vii) Indebtedness incurred for the construction or acquisition of, or to finance or to refinance, any Real Estate owned by any Loan Party, provided that (A) the terms and conditions of such Indebtedness are either (1) consistent with the terms and conditions of similar Indebtedness incurred by a Loan Party prior the Closing Date, or (2) reasonably acceptable to the Administrative Agent, and (B) with respect to any Eligible Real Estate, the proceeds therefrom are at least equal to the amounts then available to be borrowed with respect thereto under clause (e) of the definition of Borrowing Base; (viii) Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder; (ix) Indebtedness under the Senior Subordinated Note Documents and extensions, renewals, replacements and refinancings of such Indebtedness, provided, that after giving effect to any of the foregoing (i) the outstanding principal amount of Indebtedness is not in excess of $150,000,000, and (ii) the Indebtedness is subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent in its reasonable discretion; and (x) other unsecured Indebtedness, Subordinated Indebtedness in an aggregate principal amount not exceeding $100,000 10,000,000 at any time outstanding; and. (b) Except with respect to restricted Payments specifically permitted in Section 6.06, none of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (x) any shares of capital stock of any Loan Party prior to the Maturity Date or (y) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. The Loan Parties Borrowers will not, and will not permit any Subsidiary of their respective Restricted Subsidiaries (other than FNANB) to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party Borrower to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAPBorrower otherwise permitted hereunder; (d) Indebtedness of any Loan Party Borrower or Restricted Subsidiary to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and Obligations, Synthetic Leases, any such Indebtedness assumed in connection with the acquisition of any such assets or assumed in connection with any other acquisition permitted under Section 6.04 or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 150,000,000 at any time outstanding; (e) Indebtedness under Hedging Agreements with any Lender or an Affiliate of a Lender; (f) Indebtedness arising from any sale and leaseback of Real Estate; (g) Indebtedness in connection with Permitted Securitization Transactions; and (h) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 300,000,000 at any time outstanding; and, provided that if any such Indebtedness exceeds $25,000,000 in the aggregate at any time outstanding, the terms of such Indebtedness in excess of such amount shall be reasonably acceptable to the Administrative Agent.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Prior to the Exit Facility Date, Indebtedness existing on the Effective Date owed to the parties and in the amounts set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and SCHEDULE 7.1; (iii) Indebtedness contemplated by the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedBankruptcy Plan; (civ) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (dv) Guarantees by any Loan Party of Indebtedness permitted hereunder of any other Loan Party; (vi) purchase money Indebtedness of any Loan Party to finance the acquisition of any fixed or tangible personal property constituting capital assetsassets acquired after the Effective Date, including without limitation Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereofObligations, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that PROVIDED THAT (A) the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 10,000,000 at any time outstandingoutstanding and (B) both before and after giving effect to such Indebtedness, no Default or Event of Default shall exist or reasonably be likely to result therefrom; (evii) other unsecured Indebtednessrenewals, in an extensions, refinancings and refundings of Indebtedness permitted by this Section 7.1 PROVIDED, HOWEVER, that any such renewal, extension, refinancing or refunding does not increase the aggregate principal amount of such Indebtedness and is otherwise on terms no more restrictive or less favorable to such Loan Party; (viii) a sale and leaseback transaction permitted pursuant to Section 7.15 to the extent such transaction would constitute Indebtedness; (ix) unsecured Indebtedness not exceeding otherwise permitted under this Section 7.1; PROVIDED, HOWEVER, that the aggregate outstanding principal amount of all such unsecured Indebtedness shall not exceed $100,000 15,000,000 at any time outstandingtime; and (x) refinancing of the first mortgage note with respect to the real property located in New Jersey at 000 XxxXxxxxx Xxxxxxxxx; PROVIDED, HOWEVER, that any such refinancing is on terms no less favorable to the applicable Loan Party. (b) Except as contemplated by the Bankruptcy Plan, none of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (1) any shares of capital stock of any Loan Party or (2) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 25,000,000 at any time outstanding; (ev) Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder; (vi) Indebtedness under Hedging Agreements, other than for speculative purposes, entered into in the ordinary course of business; (vii) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; (viii) Indebtedness arising under the Convertible Indenture and related documents and any Indebtedness which refinances same, provided however that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the average life is reduced, (iii) the refinancing Indebtedness shall be unsecured, and (iv) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (ix) Indebtedness due to Amerisource Bergen on account of the consignment of pharmaceutical Inventory pursuant to the Amerisource Bergen Agreement; (x) Indebtedness of (i) Xxxxx Xxxxx Realty, Inc. consisting of lease obligations in respect of leases relating to realty that is leased to the Borrower, and (ii) the Parent and the Borrower consisting of guarantees in respect of such Indebtedness of Xxxxx Xxxxx Realty, Inc.; and (xi) other unsecured Indebtedness, including Subordinated Indebtedness, in an aggregate principal amount not exceeding $100,000 100,000,000 at any time outstanding; and. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of capital stock of any Loan Party or (ii) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary of their respective Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAPParty otherwise permitted hereunder; (d) Indebtedness of any Loan Party or Restricted Subsidiary to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and Obligations, Synthetic Leases, any such Indebtedness assumed in connection with the acquisition of any such assets or assumed in connection with any other acquisition permitted under Section 6.04 or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 150,000,000 at any time outstanding; (e) Indebtedness under Hedging Agreements with any Lender or an Affiliate of a Lender; (f) Indebtedness arising from any sale and leaseback of Real Estate; and (g) other unsecured Indebtedness, Indebtedness (including Convertible Debt) in an aggregate principal amount not exceeding $100,000 300,000,000 at any time outstanding; , provided that, (i) any such Convertible Debt shall not mature on or before the Termination Date and, other than for the payment of interest as and when due, shall not require any payments of to be made on or before the Termination Date (including, without limitation, on account of any put option), and (ii) if any such Indebtedness (other than Convertible Debt) exceeds $25,000,000 in the aggregate at any time outstanding, the terms of such Indebtedness in excess of such amount shall be reasonably acceptable to the Administrative Agent.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) : Indebtedness created under the Loan Documents; (b) ; Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (c) ; Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ ' books and records in accordance with GAAP; (d) ; Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 50,000,000 at any time outstanding; ; Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder; Indebtedness under Hedging Agreements, other than for speculative purposes, entered into in the ordinary course of business with an aggregate Agreement Value thereon not to exceed $10,000,000 at any time outstanding; Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; Indebtedness (eif any) in relation to the Securitization Program; Guarantees by the Parent of any obligations of the Borrower or any other Subsidiary of the Parent, as long as such obligations are otherwise permitted hereunder; any Indebtedness arising under any Leases of the Loan Parties; any Indebtedness assumed by the Parent, the Borrower, or any of their Subsidiaries in connection with a Permitted Acquisition; and other unsecured Indebtedness, including Subordinated Indebtedness, in an aggregate principal amount not exceeding $100,000 10,000,000 at any time outstanding; and, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (A) any shares of capital stock of any Loan Party or (B) any option, warrant or other right to acquire any such shares of capital stock, except for obligations related to agreements or plans existing as of the Closing Date.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 6.1 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party to any other Loan Party, all and any guarantee by a Loan Party of which Indebtedness shall be reflected of another Loan Party, in each case to the Loan Parties’ books and records in accordance with GAAPextent otherwise permitted hereunder, provided that the parties thereto are party to the Intercompany Subordination Agreement; (d) Indebtedness of any of the Borrowers to any Excluded Subsidiary in an aggregate amount of all such Indebtedness for all Excluded Subsidiaries not to exceed $10,000,000; (e) So long as the Intercreditor Agreement is in effect, Indebtedness on account of the Term Loan (including the accrual of interest and the accretion or amortization of original issue discount (as applicable) on such Indebtedness and the payment of interest in the form of additional Indebtedness originally incurred on the Term Loan) and any Permitted Refinancing thereof; (f) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided provided, that the aggregate principal amount of Indebtedness permitted by this clause (df) shall not exceed $250,000 50,000,000 at any time outstanding; (eg) other unsecured IndebtednessIndebtedness consisting of Capital Lease Obligations and guaranties thereof by the Loan Parties, or any of them; (h) Indebtedness incurred to purchase or refinance any Real Estate owned or being acquired by any Loan Party; (i) Indebtedness in respect of performance bonds, bid bonds, customs and appeal bonds, surety bonds, performance and completion guarantees and similar obligations related thereto, or, to the extent incurred in connection with purchases from suppliers, Indebtedness in respect of letters of credit, bank guarantees or similar instruments related thereto, in an aggregate principal amount not exceeding $100,000 at each case provided in the ordinary course of business; (j) Indebtedness in respect of cash management services, netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements, in each case in connection with deposit accounts and incurred in the ordinary course or business; (k) Indebtedness in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any time outstanding; andreimbursement obligations in respect thereof are reimbursed within thirty (30) days following the incurrence thereof;

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 20,000,000 at any time outstanding; (e) Indebtedness incurred to finance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions; (f) Indebtedness under Hedging Agreements with Fleet or an Affiliate of Fleet; and (g) other unsecured Indebtedness, in an aggregate principal amount not exceeding $100,000 5,000,000 at any time outstanding; and. (h) Subordinated Indebtedness, in amounts, and on terms and conditions reasonably satisfactory to the Administrative Agent.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Guarantees by any Loan Party of Indebtedness of any Borrower; (v) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 1,500,000 at any time outstanding; (evi) Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder, provided that (A) the terms of such Indebtedness are reasonably acceptable to the Administrative Agent, and (B) with respect to any Eligible Real Estate, the proceeds therefrom are at least equal to the amounts then available to be borrowed with respect thereto under clause (c) of the definition of Borrowing Base; (vii) Indebtedness under Hedging Agreements with Fleet or an Affiliate of Fleet, provided that at no time shall the notional amount of such Hedging Agreements exceed $25,000,000 in the aggregate; (viii) Indebtedness under Hedging Agreements with Persons other than Fleet or an Affiliate of Fleet, provided that at no time shall the notional amount of such Hedging Agreements exceed $20,000,000 in the aggregate. (ix) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores in an aggregate amount not to exceed $2,000,000; (x) Indebtedness to Fleet, FRF or any of their Affiliates in such amounts, on such terms, and subject to such intercreditor provisions as may be reasonably acceptable to the Required Supermajority Lenders; and (xi) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 500,000 at any time outstanding; and, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (A)(i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, until all Obligations have been repaid in full and all Commitments terminated, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations), or (B) issued pursuant to the Parent's Shareholder Rights Agreement dated as of July 21, 1998 as in effect on the Closing Date, or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of capital stock of any Loan Party or (ii) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. The Loan Parties Borrowers will not, and will not permit any Subsidiary other member of the Borrower Affiliated Group to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness created under the Revolving Loan Documents; (c) Indebtedness created under the Senior Note Documents, provided that, the principal of the Senior Notes shall not be repaid or prepaid during the term hereof; (d) Indebtedness set forth in Schedule 6.01 6.1 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (ce) Indebtedness of any Loan Party Borrower or Subsidiary to any other Loan PartyBorrower or Subsidiary, all provided, however, that the aggregate amount of which Indebtedness due to any Borrower by Foreign Subsidiaries, when combined with the amount of Investments in Foreign Subsidiaries set forth in Section 6.4(e), shall be reflected in not at any time exceed $125,000,000 per annum, and further provided that no Default or Event of Default has occurred and is continuing or would result from the Loan Parties’ books and records in accordance with GAAPincurrence of such Indebtedness; (df) Indebtedness of any Loan Party the Borrower Affiliated Group to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (de) shall not exceed $250,000 10,000,000 at any time outstanding (g) Indebtedness under Hedging Agreements, other than for speculative purposes, entered into in the ordinary course of business; (eh) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; (i) Indebtedness of any Domestic Subsidiary to any Borrower or to other unsecured Indebtedness, Domestic Subsidiaries of any Borrower or of any Foreign Subsidiary to any other Foreign Subsidiary; (j) Unsecured Indebtedness pursuant to the GameStop Europe Loan in an aggregate principal amount not exceeding to exceed $100,000 at any time outstanding20,000,000; and (k) Guarantees by any member of the Borrower Affiliated Group of Indebtedness of any other member of the Borrower Affiliated Group, provided that such Indebtedness is otherwise permitted by this Section 6.1.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Guarantees by any Loan Party of Indebtedness of any other Loan Party or Subsidiary provided that Guarantees by any Borrower of Indebtedness shall be subject to Section 6.04; (e) Indebtedness of any Loan Party to finance the acquisition acquisition, construction or improvement of any fixed or capital assetsassets or software, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that for purposes of this Section 6.01, no real estate lease shall be deemed a Capital Lease, and provided further that the aggregate principal amount of Indebtedness permitted by this clause (de) shall not exceed $250,000 100,000,000 at any time outstanding; (ef) other unsecured IndebtednessIndebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder, in an aggregate principal amount not exceeding $100,000 at any time outstanding; andprovided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent;

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals replacements and replacements refinancings of any such Indebtedness; provided , provided, that after giving effect to any of the refinancing foregoing (i) the principal amount of the outstanding Indebtedness is not increasedincreased (except as otherwise permitted by this Section 6.01), (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedextended, renewed, replaced or refinanced as determined by the Administrative Agent in its reasonable credit judgment; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations (excluding therein any Indebtedness incurred in connection with any sale or sale-leaseback transaction permitted by Section 6.01(a)(v)) and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof; provided, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 25,000,000 at any time outstanding; (ev) Indebtedness incurred to finance any Real Estate pursuant to a sale-leaseback transaction; (vi) Indebtedness incurred for the construction or acquisition of, or to finance or to refinance, any Real Estate owned by any Loan Party; (vii) Indebtedness under Hedging Agreements entered into in the ordinary course of business, other than for speculative purposes; (viii) trade accounts payable (other than for borrowed money) incurred in the ordinary course of business provided that such trade accounts payable are not more than sixty (60) days past due or, if overdue, are being diligently contested in good faith and by appropriate proceedings; (ix) Guarantees of any Indebtedness permitted by this Section 6.01(a); (x) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; and (xi) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 25,000,000 at any time outstanding; and. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred and (iii) all payments in respect of which are expressly subordinated to the Obligations) or, other than as permitted under Section 6.06, be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of Capital Stock of any Loan Party prior to the Maturity Date or (ii) any option, warrant or other right to acquire any such shares of Capital Stock.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Guarantees by any Loan Party of Indebtedness of any other Loan Party or Subsidiary provided that Guarantees by any Borrower of Indebtedness shall be subject to Section 6.04; (e) Indebtedness of any Loan Party to finance the acquisition acquisition, construction or improvement of any fixed or capital assetsassets or software, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that for purposes of this Section 6.01, no real estate lease shall be deemed a Capital Lease, and provided further that the aggregate principal amount of Indebtedness permitted by this clause (de) shall not exceed $250,000 100,000,000 at any time outstanding; (ef) other unsecured IndebtednessIndebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder, in an aggregate principal amount not exceeding $100,000 at any time outstanding; andprovided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent; (g) Intentionally Omitted;

Indebtedness and Other Obligations. The Loan Parties will not, and Borrowers will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 6.1 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party Borrower to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP;Borrower otherwise permitted hereunder, (d) Indebtedness of any Loan Party of the Borrowers to any Subsidiary in an aggregate amount of all such Indebtedness not to exceed $50,000,000; (e) Guaranties of Indebtedness of Zale Canada Co. in an aggregate amount not to exceed $12,000,000; (f) Indebtedness of any Borrower to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided provided, that the aggregate principal amount of Indebtedness permitted by this clause (df) shall not exceed $250,000 50,000,000 at any time outstanding; (eg) Indebtedness consisting of Capital Lease Obligations and guaranties thereof by the Borrowers, or any of them; (h) Indebtedness incurred to purchase or refinance any Real Estate owned or being acquired by any Borrower; and (i) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 150,000,000 at any time outstanding; and, provided, that the terms of such Indebtedness do not contain any covenants or events of default which may be interpreted to be or are deemed to be in, the reasonable discretion of the Administrative Agent, more restrictive than the covenants and Events of Default contained in this Agreement.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness created under the Senior Credit Facility Documents; (iii) Indebtedness set forth in Schedule SCHEDULE 6.01 and extensions, renewals replacements and replacements refinancings of any such Indebtedness; provided , provided, that after giving effect to any of the refinancing foregoing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedextended, renewed, replaced or refinanced as determined by the Administrative Agent in its reasonable credit judgment; (civ) Indebtedness of any Loan Party to any other Loan Party, all provided, that, upon the request of which Agents, such Indebtedness shall be reflected in evidenced by promissory notes having terms (including subordination terms) satisfactory to Agents, the Loan sole originally executed counterparts of which shall, subject to the Intercreditor Agreement, be pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties’ books and records in accordance with GAAP, as security for the Obligations; (dv) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assetsassets owned or acquired by a Loan Party, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (vi) Indebtedness under Hedging Agreements entered into in the ordinary course of business, other than for speculative purposes, which are upon terms and in such amounts as are reasonably acceptable to maturity thereofthe Administrative Agent; (vii) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores, provided that that, the aggregate principal amount of Indebtedness permitted by this clause (dvi) shall not exceed $250,000 10,000,000 at any time outstanding; (viii) Indebtedness incurred for the construction or acquisition of, or to finance or to refinance, any Real Estate owned by any Loan Party (other than First Lien Collateral), provided that (A) the terms and conditions of such Indebtedness are either (1) consistent with the terms and conditions of similar Indebtedness incurred by a Loan Party prior the Closing Date, or (2) reasonably acceptable to the Administrative Agent, and (B) with respect to any "Eligible Real Estate" (as defined in the Senior Credit Facility Agreement as in effect on the date hereof), the proceeds therefrom are at least equal to the amounts then available to be borrowed with respect thereto under clause (e) of the definition of "Borrowing Base" (as defined in the Senior Credit Facility Agreement as in effect on the date hereof); (ix) Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder; (x) Indebtedness under the Senior Subordinated Note Documents and extensions, renewals, replacements and refinancings of such Indebtedness, provided, that after giving effect to any of the foregoing (i) the outstanding principal amount of Indebtedness is not in excess of $150,000,000, and (ii) the Indebtedness is subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent in its reasonable discretion; and (xi) other unsecured Indebtedness, Subordinated Indebtedness in an aggregate principal amount not exceeding $100,000 10,000,000 at any time outstanding; and. (b) Except with respect to restricted Payments specifically permitted in Section 6.06, none of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (x) any shares of capital stock of any Loan Party prior to the Maturity Date or (y) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. The Loan Parties Subsidiary Borrowers will not, and will not permit any Subsidiary of their respective Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party Borrower to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAPBorrower; (d) Indebtedness of any Loan Party Subsidiary Borrower to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 500,000,000 at any time outstanding; (e) Indebtedness incurred to finance, refinance or otherwise monetize the value of any Real Estate owned by any Subsidiary Borrower; (f) Indebtedness under Hedging Agreements with any Lender or its Affiliates; (g) Guarantees of Indebtedness incurred in connection with Permitted Joint Ventures, provided that at the time that such Guarantees are entered into, no Default or Event of Default then exists or would result from the making of such Guarantees; and (h) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 100,000,000 at any time outstanding; and.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Guarantees by any Loan Party of Indebtedness of any other Loan Party or Subsidiary provided that Guarantees by any Borrower of Indebtedness shall be subject to Section 6.04; (e) Indebtedness of any Loan Party to finance the acquisition acquisition, construction or improvement of any fixed or capital assetsassets or software, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that for purposes of this Section 6.01, no real estate lease shall be deemed a Capital Lease, and provided further that the aggregate principal amount of Indebtedness permitted by this clause (de) shall not exceed $250,000 100,000,000 at any time outstanding; (ef) Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent; (g) Indebtedness incurred under the Coweta County Bond Financing Transaction; (h) Indebtedness of Foreign Subsidiaries (other unsecured Indebtedness, than the Canadian Operating Subsidiary) in an aggregate principal amount not exceeding $100,000 25,000,000 at any time outstanding; (i) other unsecured Indebtedness or subordinated Indebtedness, provided that the terms of such Indebtedness are customary for the applicable type of financing; (j) Indebtedness with respect to any L/C Facility, provided that the maximum principal amount of all L/C Facilities shall not exceed $100,000,000 as may be permitted under such L/C Facilities; and (k) any refinancing of the Indebtedness described in any of the foregoing clauses (b), (c), (d), (e), (g), (h), (i), or (j) as long as the principal balance thereof is not increased, the other limitations set forth in those clauses are fulfilled and no Default or Event of Default exists or would arise after giving effect thereto.

Indebtedness and Other Obligations. The Loan Parties Borrowers will not, and will not permit any Subsidiary of their respective Restricted Subsidiaries (other than FNANB) to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (ciii) Indebtedness of any Loan Party Borrower to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAPBorrower otherwise permitted hereunder; (div) Indebtedness of any Loan Party Borrower or Restricted Subsidiary to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and Obligations, Synthetic Leases, any such Indebtedness assumed in connection with the acquisition of any such assets or assumed in connection with any other acquisition permitted under Section 6.04 or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 150,000,000 at any time outstanding; (ev) Indebtedness under Hedging Agreements with any Lender or an Affiliate of a Lender; (vi) Indebtedness arising from any sale and leaseback of Real Estate; (vii) Indebtedness in connection with Permitted Securitization Transactions; and (viii) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 300,000,000 at any time outstanding; and, provided that if any such Indebtedness exceeds $25,000,000 in the aggregate at any time outstanding, the terms of such Indebtedness in excess of such amount shall be reasonably acceptable to the Administrative Agent.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; Indebtedness provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 20,000,000 at any time outstanding; (e) Indebtedness incurred to finance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions; (f) other unsecured Indebtedness, in an aggregate principal amount not exceeding $100,000 5,000,000 at any time outstanding; (g) Subordinated Indebtedness, in amounts, and on terms and conditions reasonably satisfactory to the Administrative Agent and the Lenders; (h) Working Capital Indebtedness; and (i) Indebtedness under Hedging Agreements with Fleet National Bank or an Affiliate thereof so long as such Indebtedness is either unsecured or Excluded First Lien Debt (as defined in the Working Capital Intercreditor Agreement).

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Guarantees by any Loan Party of Indebtedness of any other Loan Party or Subsidiary provided that Guarantees by any Borrower of Indebtedness of any Subsidiary that is not a Borrower shall be subject to Section 6.04; (v) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 10,000,000.00 at any time outstanding; (evi) Intentionally Omitted; (vii) Indebtedness incurred to finance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent; (viii) Indebtedness under Hedging Agreements with (A) Bank of America or an Affiliate of Bank of America or (B) any other Lender or an Affiliate of such other Lender to the extent approved in writing by the Administrative Agent in its sole discretion, not to be unreasonably withheld; (ix) Indebtedness under the Subordinated Debt Indenture, provided that the Indebtedness permitted hereunder shall not exceed $100,000,000; (x) Indebtedness on account of the IdeaForest Note; and (xi) other unsecured Indebtedness; provided that the Indebtedness permitted hereunder, when aggregated with the Indebtedness outstanding pursuant to Section 6.01(a)(ix) hereof, shall not exceed $200,000,000, and provided further that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in an aggregate principal amount lieu of cash, until all Obligations have been repaid in full and all Revolving Commitments terminated, (ii) that is not exceeding $100,000 subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any time outstanding; andobligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of capital stock of any Loan Party or (ii) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. The Loan Parties will not, and Borrowers will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 6.1 and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party Borrower to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP;Borrower otherwise permitted hereunder, (d) Indebtedness of any Loan Party of the Borrowers to any Subsidiary in an aggregate amount of all such Indebtedness not to exceed $50,000,000; (e) Guaranties of Indebtedness of Xxxx Canada Co. in an aggregate amount not to exceed $12,000,000; (f) Indebtedness of any Borrower to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided provided, that the aggregate principal amount of Indebtedness permitted by this clause (df) shall not exceed $250,000 50,000,000 at any time outstanding; (eg) Indebtedness consisting of Capital Lease Obligations and guaranties thereof by the Borrowers, or any of them; (h) Indebtedness incurred to purchase or refinance any Real Estate owned or being acquired by any Borrower; and (i) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 150,000,000 at any time outstanding; and, provided, that the terms of such Indebtedness do not contain any covenants or events of default which may be interpreted to be or are deemed to be in, the reasonable discretion of the Administrative Agent, more restrictive than the covenants and Events of Default contained in this Agreement.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 6.1 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedPermitted Refinancing thereof; (c) Indebtedness of any Loan Party to any other Loan Party, all and any guarantee by a Loan Party of which Indebtedness shall be reflected of another Loan Party, in each case to the Loan Parties’ books and records in accordance with GAAPextent otherwise permitted hereunder, provided that the parties thereto are party to the Intercompany Subordination Agreement; (d) Indebtedness of any of the Borrowers to any Excluded Subsidiary in an aggregate amount of all such Indebtedness for all Excluded Subsidiaries not to exceed $25,000,000; (e) So long as the Intercreditor Agreement is in effect, Indebtedness on account of the Term Loan (including the accrual of interest and the accretion or amortization of original issue discount (as applicable) on such Indebtedness and the payment of interest in the form of additional Indebtedness originally incurred on the Term Loan) and any Permitted Refinancing thereof; (f) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity Permitted Refinancing thereof, provided provided, that the aggregate principal amount of Indebtedness permitted by this clause (df) shall not exceed $250,000 75,000,000 at any time outstanding; (eg) Indebtedness consisting of Capital Lease Obligations and guaranties thereof by the Loan Parties, or any of them; (h) Indebtedness incurred to purchase or refinance any Real Estate owned or being acquired by any Loan Party; (i) Indebtedness in respect of performance bonds, bid bonds, customs and appeal bonds, surety bonds, performance and completion guarantees and similar obligations related thereto, or, to the extent incurred in connection with purchases from suppliers, Indebtedness in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (j) Indebtedness in respect of cash management services, netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements, in each case in connection with deposit accounts and incurred in the ordinary course or business; (k) Indebtedness in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within thirty (30) days following the incurrence thereof; (l) Indebtedness of any Excluded Subsidiary and any Guarantees thereof, provided that such Indebtedness shall not be Guaranteed by or otherwise be recourse to any Loan Party, except as permitted by SECTION 6.2(q); (m) Indebtedness in the form of any earnout or other similar contingent payment obligation which is not overdue and incurred in connection with an acquisition permitted hereunder; (n) Indebtedness incurred to pay premiums for insurance policies maintained by the Loan Parties or any of their Subsidiaries in the ordinary course of business not exceeding in aggregate the amount of such unpaid premiums; and (o) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 150,000,000 at any time outstanding; and, provided, that the terms of such Indebtedness do not contain any covenants or events of default which may be interpreted to be or are deemed to be in, the reasonable discretion of the Administrative Agent, more restrictive than the covenants and Events of Default contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, the Loan Parties shall cause the ZC Partnership not to incur any Indebtedness or any other material obligations.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals replacements and replacements refinancings of any such Indebtedness; provided that that, after giving effect to any of the refinancing foregoing, (i) the principal amount of the outstanding Indebtedness is not increasedincreased (except as otherwise permitted by this Section 6.01), (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedextended, renewed, replaced or refinanced as determined by the Administrative Agent in its reasonable credit judgment; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations (excluding therein any Indebtedness incurred in connection with any sale or sale-leaseback transaction permitted by Section 6.01(a)(v)) and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, ; provided that the aggregate principal amount of Indebtedness permitted by this clause (div) shall not exceed $250,000 15,000,000 at any time outstanding; (ev) Indebtedness incurred to finance any Real Estate owned by the Loan Parties pursuant to a sale-leaseback transaction; (vi) Indebtedness incurred for the construction or acquisition of, or to finance or to refinance, any Real Estate owned by any Loan Party; (vii) Indebtedness under Hedging Agreements entered into in the ordinary course of business, other than for speculative purposes; (viii) trade accounts payable (other than for borrowed money) incurred in the ordinary course of business; provided that such trade accounts payable are not more than sixty (60) days past due or, if overdue, are being diligently contested in good faith and by appropriate proceedings; (ix) Guarantees of any Indebtedness permitted by this Section 6.01(a); (x) the South Beach Guarantee; (xi) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; and (xii) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 10,000,000 at any time outstanding; and. (b) None of the Loan Parties will, nor will they permit any of their Subsidiaries to, (i) issue any preferred stock (except for preferred stock (A) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, (B) that is not subject to redemption, other than redemption at the option of the Loan Party issuing such preferred stock, and (C) all payments in respect of which are expressly subordinated to the Obligations) or (ii) other than as permitted under Section 6.06, be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (A) any shares of Capital Stock of any Loan Party prior to the Maturity Date or (B) any option, warrant or other right to acquire any such shares of Capital Stock.

Indebtedness and Other Obligations. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 at any time outstanding; (e) other unsecured Indebtedness, in an aggregate principal amount not exceeding $100,000 at any time outstanding; and (f) Subordinated Indebtedness, in amounts, and on terms and conditions reasonably satisfactory to the Lender.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Guarantees by any Loan Party of Indebtedness of any other Loan Party or Subsidiary PROVIDED that Guarantees by any Borrower of Indebtedness of any Subsidiary that is not a Borrower shall be subject to Section 6.04; (v) Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that PROVIDED THAT the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 10,000,000.00 at any time outstanding; (evi) Indebtedness under the Indenture; (vii) Indebtedness incurred to refinance any Real Estate owned by any Loan Party or incurred in connection with sale-leaseback transactions permitted hereunder, PROVIDED THAT (A) the terms of such Indebtedness are reasonably acceptable to the Administrative Agent, and (B) with respect to any Eligible Real Estate, the proceeds therefrom are at least equal to the amounts then available to be borrowed with respect thereto under clause (c) of the definition of Borrowing Base; (viii) Indebtedness under Hedging Agreements with (A) FRF or an Affiliate of FRF or (B) any other Lender or an Affiliate of such other Lender to the extent approved in writing by FRF in its sole discretion; (ix) Indebtedness to any Affiliate of FRF in an amount not to exceed the principal sum of $30,000,000.00, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent and the Required Lenders; and (x) other unsecured Indebtedness, Indebtedness in an aggregate principal amount not exceeding $100,000 100,000,000.00 at any time outstanding; and, provided that the terms of such Indebtedness are reasonably acceptable to the Administrative Agent. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, until all Obligations have been repaid in full and all Commitments terminated, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of capital stock of any Loan Party or (ii) any option, warrant or other right to acquire any such shares of capital stock.

Indebtedness and Other Obligations. The Loan Parties Borrowers will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or permit to exist any Indebtedness, except, as long as no Event of Default exists at the time of incurrence of such Indebtedness or would arise therefrom: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.01 the Information Certificate and extensions, renewals and replacements of any such Indebtedness; provided Indebtedness that after giving effect to do not increase the refinancing (i) the outstanding principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the thereof or result in an earlier maturity date or decreased weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinancedthereof; (c) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (d) Indebtedness of any the Loan Party Parties to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $250,000 50,000,000 at any time outstandingoutstanding unless, at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (e) Indebtedness incurred to finance any Real Estate now or hereafter owned by any Borrower or incurred in connection with any sale-leaseback transaction; (f) Indebtedness under Swap Contracts, other unsecured Indebtednessthan for speculative purposes, entered into in the ordinary course of business; (g) Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores; (h) Unsecured Indebtedness of a Loan Party to one or more Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not exceeding in excess of $100,000 200,000,000; (i) Indebtedness in respect of the Senior Notes and the Refinancing Notes; (j) Subordinated Debt (other than Indebtedness described in subsection (k) below) provided that after giving effect to the incurrence thereof, the Payment Conditions are satisfied; (k) Unsecured Indebtedness for borrowed money, including, without limitation, Subordinated Debt (other than Indebtedness described in subsection (j) above), provided that the amortization thereof is less than or equal to one (1%) percent of the principal amount of such Indebtedness per annum and the maturity thereof is not less than sixty (60) days following the Maturity Date; (l) Indebtedness represented by letters of credit or acceptances issued in any currency other than Dollars which any Issuing Bank or Acceptance Lender, as applicable, was unable or unwilling to issue according to the terms hereof backed by Dollar denominated Letters of Credit or Acceptances; (m) Guarantees of Indebtedness otherwise allowed under this Section 6.1 and Section 6.4 hereof and other obligations of any other Loan Party which do not constitute Indebtedness, (n) [Reserved]; (o) Other unsecured Guarantees of Indebtedness of any Subsidiary which is not a Loan Party, provided that no payment shall be made on account of any such Guarantee unless the Payment Conditions are satisfied at the time of payment; (p) In addition to Indebtedness permitted under clause (h) above, Indebtedness owing by a Loan Party to any other Subsidiary of the Lead Borrower which is not a Loan Party, provided that the aggregate principal amount of Indebtedness permitted by this clause (p) shall not exceed $50,000,000 at any time outstandingoutstanding unless, at the time of incurrence of any such Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (q) Indebtedness assumed by a Loan Party or by a Person who will become a Loan Party (or Indebtedness secured by a Lien in effect prior to any such acquisition on property acquired in connection with such acquisition, which property would not be of a type included in the Borrowing Base) in connection with a Permitted Acquisition, provided that the aggregate principal amount of Indebtedness permitted by this clause (q) shall not exceed $50,000,000 at any time outstanding unless, at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (r) Indebtedness of any Person that becomes a Loan Party in a Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Loan Party) and which are set forth in the Information Certificate delivered in connection with such Permitted Acquisition, to the extent such indebtedness would not be permitted under any other clause of this Section; and (s) Indebtedness consisting of Earn-Out Obligations, but only to the extent that the contingent consideration relating thereto is paid within thirty (30) days after the amount due is finally determined.

Indebtedness and Other Obligations. (a) The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness created under the Loan Documents; (bii) Indebtedness arising prior to the commencement of the Proceedings and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness; provided that after giving effect to the refinancing (i) the principal amount of the outstanding Indebtedness is not increased, (ii) neither the tenor nor the weighted average life to maturity is reduced, and (iii) the holders of such refinancing Indebtedness are not afforded covenants, defaults, rights or remedies more burdensome in any material respect to the obligor or obligors than those contained in the Indebtedness being refinanced6.01; (ciii) Indebtedness of any Loan Party to any other Loan Party, all of which Indebtedness shall be reflected in the Loan Parties’ books and records in accordance with GAAP; (div) Guarantees by any Loan Party of Indebtedness of any other Loan Party provided that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04; (v) Indebtedness of any Loan Party incurred subsequent to the commencement of the Proceedings to finance the acquisition acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life to maturity thereof, provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (dv) shall not exceed $250,000 10,000,000 at any time outstanding; (evi) Indebtedness of any Person that becomes a Subsidiary after the date hereof, provided that (A) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not exceed $5,000,000 at any time outstanding; (vii) other unsecured Indebtedness, Indebtedness arising subsequent to the commencement of the Proceedings in an aggregate principal amount not exceeding $100,000 10,000,000 at any time outstanding; and (viii) Indebtedness in connection with insurance premium financing contracts entered into in the ordinary course of business. (b) None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock (i) all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) in additional shares of such preferred stock, in lieu of cash, until the date that is at least 360 days following the Maturity Date, (ii) that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock and (iii) all payments in respect of which are expressly subordinated to the Obligations) or be or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) any shares of capital stock of any Loan Party or (ii) any option, warrant or other right to acquire any such shares of capital stock.