Common use of Indebtedness and Other Obligations Clause in Contracts

Indebtedness and Other Obligations. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. For purposes of determining compliance with this SECTION 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of such clauses. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional Indebtedness, Disqualified Capital Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness for purposes of this SECTION 6.01. For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting Indebtedness).

Indebtedness and Other Obligations. No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. For purposes of determining compliance with this SECTION Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of such clauses. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional Indebtedness, Disqualified Capital Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness for purposes of this SECTION Section 6.01. For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting Indebtedness).

Indebtedness and Other Obligations. No The Borrowers will not, and will not permit any other Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. For purposes except, as long as no Event of determining compliance with this SECTION 6.01, in Default exists at the event that an item time of Indebtedness (or any portion thereof) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type incurrence of such Indebtedness in one of such clauses. Accrual of interest or dividends, would arise therefrom: ​ (a) Indebtedness created under the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, Loan Documents; ​ (b) Indebtedness set forth in the form Information Certificate and extensions, renewals and replacements of additional Indebtednessany such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; ​ (c) Indebtedness of any Loan Party to any other Loan Party; ​ (d) Indebtedness of the Loan Parties to finance the acquisition of any fixed or capital assets, Disqualified Capital Stock including Financing Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or preferred stock shall 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 be deemed to be increase the outstanding principal amount thereof or result in an incurrence of Indebtedness for purposes of this SECTION 6.01. For purposes of determining compliance with any restriction on earlier maturity date or decreased weighted average life thereof, provided that the incurrence of Indebtedness, the aggregate principal amount of Indebtedness denominated permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding unless, at the time of incurrence of any Indebtedness which would result in a foreign currency such amount being exceeded, the Payment Conditions shall be calculated based on the relevant currency exchange rate have been satisfied; ​ (e) Indebtedness incurred to finance any Real Estate now or hereafter owned by any Borrower or incurred in effect on the date such connection with any sale-leaseback transaction; (f) Indebtedness was incurredunder Swap Contracts, other than for speculative purposes, entered into in the case ordinary course of term debt, business; ​ (g) Contingent liabilities under surety bonds or first committed, similar instruments incurred in the case ordinary course of revolving credit debtbusiness 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 in excess of $200,000,000; ​ (i) Indebtedness in respect of the Senior Notes and the Refinancing Debt; ​ (j) Subordinated Debt (other than Indebtedness described in subsection (k) below) provided that if such 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 incurred less than or equal to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date one (1%) percent of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extendedper 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, replacedas applicable, refunded, refinanced, renewed was unable or defeased, plus unwilling to issue according to the amount 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 premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting other Loan Party which do not constitute Indebtedness).; ​

Indebtedness and Other Obligations. No The Loan Party Parties will, nor and will it permit any of its Restricted cause their Subsidiaries to, not create, incur, assume or permit to exist any Indebtedness, except except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness set forth in Schedule 6.1 and any Permitted Indebtedness. For Refinancing thereof; (c) Indebtedness of any Loan Party to any other Loan Party, and any guarantee by a Loan Party of Indebtedness of another Loan Party, in each case to the extent 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) To the extent the Intercreditor Agreement is in full force and effect, Indebtedness (including for purposes of determining compliance this clause (e) commitments to make ABL Loans) incurred under the ABL Credit Agreement in an aggregate principal amount not to exceed $815,000,000 minus any permanent reductions of the commitments thereunder, and any Permitted Refinancing thereof permitted pursuant to the Intercreditor Agreement; (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 this SECTION 6.01the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, in and any Permitted Refinancing thereof, provided, that the event that an item aggregate principal amount of Indebtedness permitted by this clause (or any portion thereoff) shall not exceed $50,000,000 at any time meets outstanding; (g) Indebtedness consisting of Capital Lease Obligations and guaranties thereof by the criteria Loan Parties, or any of more than one 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 categories described extent incurred in “Permitted Indebtedness” connection with purchases from suppliers, Indebtedness in respect of letters of credit, bank guarantees or is entitled to be incurred pursuant to multiple clauses similar instruments related thereto, in each case provided in the definition ordinary course of “Permitted Indebtedness,” the Borrowerbusiness; (j) Indebtedness in respect of cash management services, netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements, in its sole discretioneach case in connection with deposit accounts and incurred in the ordinary course or business; (k) Indebtedness in respect of letters of credit, may classify bank guarantees, bankers’ acceptances or reclassify 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 (or later divide30) days following the incurrence thereof; (l) Indebtedness of any Excluded Subsidiary and any Guarantees thereof, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of provided that such Indebtedness in one of such clauses. Accrual of interest shall not be Guaranteed by or dividendsotherwise be recourse to any Loan Party, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, except as permitted by SECTION 6.2(q); (m) Indebtedness in the form of additional Indebtedness, Disqualified Capital Stock any earnout or preferred stock shall other similar contingent payment obligation which is not be deemed overdue and incurred in connection with an acquisition permitted hereunder; (n) Indebtedness incurred to be 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; (o) other unsecured Indebtedness (i) in an incurrence of Indebtedness for purposes of this SECTION 6.01. For purposes of determining compliance with aggregate principal amount not exceeding $25,000,000 at any restriction on time outstanding plus (ii) so long after giving effect to the incurrence of Indebtednesssuch Indebtedness the Fixed Charge Coverage Ratio (on a pro-forma basis for the Reference Period immediately preceding such incurrence) will be equal to or greater than 2.0:1.0, the an additional aggregate principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurrednot exceeding $50,000,000 at any time outstanding; provided that, in the case of term debtclauses (i) and (ii), the terms of such Indebtedness do not contain any covenants or first committedevents 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; (p) other Indebtedness of Subsidiaries organized in a jurisdiction other than Canada, Puerto Rico or the United States that are formed or acquired after the Effective Date in an aggregate principal amount not to exceed $10,000,000 that is used and incurred solely for ordinary course working capital purposes. 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. Notwithstanding anything to the contrary, the Loan Parties shall, and shall cause their Subsidiaries to, cause the Xxxx Insurance Subsidiaries not to: (A) incur any Indebtedness for borrowed money secured by their assets; (B) other than in the ordinary course of business, cancel or compromise any Indebtedness or waive any material rights without receiving a realizable benefit of similar or greater value; or (C) change in any respect any of their policies with respect to investments, except, in the case of revolving credit debtclause (C), as required by applicable law or regulation or as may be necessitated in connection with an expansion to new business lines or opportunities deemed lawful and appropriate for conduct by an insurance company licensed as are Xxxx Insurance Subsidiaries; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance change would cause the applicable restriction not reasonably be expected to be exceeded if calculated at adverse in any material respect to the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting Indebtedness)Lenders.

Indebtedness and Other Obligations. No The Borrowers will not, and will not permit any other Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. For purposes except, as long as no Event of determining compliance with this SECTION 6.01, in Default exists at the event that an item time of Indebtedness (or any portion thereof) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type incurrence of such Indebtedness in one of such clauses. Accrual of interest or dividends, would arise therefrom: (a) Indebtedness created under the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, Loan Documents; (b) Indebtedness set forth in the form Information Certificate and extensions, renewals and replacements of additional Indebtednessany such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (c) Indebtedness of any Loan Party to any other Loan Party; (d) Indebtedness of the Loan Parties to finance the acquisition of any fixed or capital assets, Disqualified Capital Stock including Financing Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or preferred stock shall 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 be deemed to be increase the outstanding principal amount thereof or result in an incurrence of Indebtedness for purposes of this SECTION 6.01. For purposes of determining compliance with any restriction on earlier maturity date or decreased weighted average life thereof, provided that the incurrence of Indebtedness, the aggregate principal amount of Indebtedness denominated permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding unless, at the time of incurrence of any Indebtedness which would result in a foreign currency such amount being exceeded, the Payment Conditions shall be calculated based on the relevant currency exchange rate have been satisfied; (e) Indebtedness incurred to finance any Real Estate now or hereafter owned by any Borrower or incurred in effect on the date such connection with any sale-leaseback transaction; (f) Indebtedness was incurredunder Swap Contracts, other than for speculative purposes, entered into in the case ordinary course of term debt, business; (g) Contingent liabilities under surety bonds or first committed, similar instruments incurred in the case ordinary course of revolving credit debt; 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 in excess of $200,000,000; (i) Indebtedness in respect of the Senior Notes and the Refinancing Debt; (j) Subordinated Debt (other than Indebtedness described in subsection (k) below) provided that if such 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 incurred less than or equal to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date one (1%) percent of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extendedper 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, replacedas applicable, refundedwas 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]Permitted Senior Debt; (o) Other unsecured Guarantees of Indebtedness of any Subsidiary which is not a Loan Party, refinancedprovided 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, renewed or defeasedIndebtedness owing by a Loan Party to any other Subsidiary of the Lead Borrower which is not a Loan Party, plus provided that the aggregate principal amount of Indebtedness permitted by this clause (p) shall not exceed $50,000,000 at any premium paidtime outstanding unless, and fees and expenses incurredat 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 extensionacquisition, replacementwhich property would not be of a type included in the Borrowing Base) in connection with a Permitted Acquisition, refunding refinancingprovided that the aggregate principal amount of Indebtedness permitted by this clause (q) shall not exceed $50,000,000 at any time outstanding unless, renewal or defeasance at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (including r) Indebtedness of any fees and original issue discount 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 respect contemplation of such resulting Indebtedness).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. No Loan Party willThe Borrower shall not, nor will it and shall not permit any of its Restricted the Subsidiaries toto incur, create, incurassume, assume or permit to exist in any manner become or be liable in respect of any Indebtedness, liabilities, or other obligations, or guarantee or otherwise in any manner become or be liable in respect of any Indebtedness, liabilities, or other obligations of any other Person, whether by agreement to purchase the Indebtedness, liabilities, or other obligations of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies, or services (or by way of stock purchase, capital contribution, advance, or loan) for the purpose of paying or discharging the Indebtedness, liabilities, or other obligations of any other Person, or otherwise, except Permitted Indebtedness. For purposes of determining compliance with this SECTION 6.01, that the foregoing restrictions shall not apply to: (a) Indebtedness under the Subordinated Loan Documents; (b) Indebtedness under the Senior Loan Documents (as defined in the event that an item of Senior Loan Agreement); (c) Indebtedness disclosed in Schedule 6.3; (or any portion thereofd) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of such clauses. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional IndebtednessCapitalized Lease Obligations, Disqualified Capital Stock including those shown on the Financial Statements, incurred in connection with the financing of assets in an aggregate outstanding amount not to exceed $1,500,000; (e) taxes, assessments, or preferred stock other government charges which are not yet due or are being contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall not be deemed required by GAAP shall have been made therefor and levy and execution thereon have been stayed and continue to be an incurrence stayed; (f) obligations for trade payables and ordinary operating liabilities payable within one hundred twenty (120) days from the date incurred, incurred in the ordinary course of Indebtedness business as conducted on the Effective Date; and (g) any renewals, extensions, substitutions, refinancings or replacements (each, for purposes of this SECTION 6.01. For purposes clause, a "refinancing") by the Borrower of determining compliance with any restriction on Indebtedness of the incurrence of IndebtednessBorrower described in clause (a) and (b) above, including any successive refinancings by the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurredBorrower, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as in each case the refinanced Indebtedness meets the requirements of the Indebtedness being refinanced as set forth above and, without limiting the foregoing, (i) any such new Indebtedness shall be in a principal amount of such refinancing Indebtedness that does not exceed the principal amount so refinanced, (ii) in the case of any refinancing of nonrecourse indebtedness such new Indebtedness is also nonrecourse indebtedness, and (iii) such new Indebtedness has a stated maturity that is no shorter than the stated maturity of the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting Indebtedness).

Indebtedness and Other Obligations. No Loan Party willThe Borrower shall not, nor will it and shall not permit any of its Restricted the Subsidiaries toto incur, create, incurassume, assume or permit to exist in any manner become or be liable in respect of any Indebtedness, liabilities, or other obligations, or guarantee or otherwise in any manner become or be liable in respect of any Indebtedness, liabilities, or other obligations of any other Person, whether by agreement to purchase the Indebtedness, liabilities, or other obligations of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies, or services (or by way of stock purchase, capital contribution, advance, or loan) for the purpose of paying or discharging the Indebtedness, liabilities, or other obligations of any other Person, or otherwise, except Permitted Indebtedness. For purposes of determining compliance with this SECTION 6.01, that the foregoing restrictions shall not apply to: (a) Indebtedness under the Senior Loan Documents; (b) Indebtedness under the Subordinated Loan Documents (as defined in the event that an item of Subordinated Loan Agreement); (c) Indebtedness disclosed in Schedule 6.3; (or any portion thereofd) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of such clauses. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional IndebtednessCapitalized Lease Obligations, Disqualified Capital Stock including those shown on the Financial Statements, incurred in connection with the financing of assets in an aggregate outstanding amount not to exceed $1,500,000; (e) taxes, assessments, or preferred stock other government charges which are not yet due or are being contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall not be deemed required by GAAP shall have been made therefor and levy and execution thereon have been stayed and continue to be an incurrence stayed; (f) obligations for trade payables and ordinary operating liabilities payable within one hundred twenty (120) days from the date incurred, incurred in the ordinary course of Indebtedness business as conducted on the Effective Date; and (g) any renewals, extensions, substitutions, refinancings or replacements (each, for purposes of this SECTION 6.01. For purposes clause, a "refinancing") by the Borrower of determining compliance with any restriction on Indebtedness of the incurrence of IndebtednessBorrower described in clause (a) and (b) above, including any successive refinancings by the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurredBorrower, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as in each case the refinanced Indebtedness meets the requirements of the Indebtedness being refinanced as set forth above and, without limiting the foregoing, (i) any such new Indebtedness shall be in a principal amount of such refinancing Indebtedness that does not exceed the principal amount so refinanced, (ii) in the case of any refinancing of nonrecourse indebtedness such new Indebtedness is also nonrecourse indebtedness, and (iii) such new Indebtedness has a stated maturity that is no shorter than the stated maturity of the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting Indebtedness).

Indebtedness and Other Obligations. No Loan Party willThe Borrower shall not, nor will it and shall not permit any of its Restricted the Subsidiaries toto incur, create, incurassume, assume or permit to exist in any manner become or be liable in respect of any Indebtedness, except Permitted Indebtedness. For purposes that the foregoing restriction shall not apply to: (a) Indebtedness under the Subordinated Loan Documents; (b) Indebtedness under the CITBC Loan Documents, the outstanding principal amount of determining compliance with this SECTION 6.01which shall not exceed $35,000,000; (c) Indebtedness disclosed in Schedule 6.3; (d) taxes, assessments, or other government charges which are not yet due or are being contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and levy and execution thereon have been stayed and continue to be stayed; (e) obligations for trade payables and ordinary operating liabilities payable within one hundred twenty (120) days from the date incurred, incurred in the event that an item ordinary course of Indebtedness business as conducted on the Effective Date; (f) any renewals, extensions, substitutions, refinancings or any portion thereof) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrowerreplacements (each, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of such clauses. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional Indebtedness, Disqualified Capital Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness for purposes of this SECTION 6.01. For purposes clause, a "refinancing") by the Borrower of determining compliance with any restriction on Indebtedness of the incurrence of IndebtednessBorrower described in clause (a) and (b) above, including any successive refinancings by the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurredBorrower, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as in each case the refinanced Indebtedness meets the requirements of the Indebtedness being refinanced as set forth above and, without limiting the foregoing, (i) any such new Indebtedness shall be in a principal amount of such refinancing Indebtedness that does not exceed the principal amount so refinanced, (ii) in the case of any refinancing of nonrecourse indebtedness such new Indebtedness is also nonrecourse indebtedness, and (iii) such new Indebtedness has a stated maturity that is no shorter than the stated maturity of the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus ; and (g) Indebtedness secured by the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting Indebtedness)Purchase Money Liens.

Indebtedness and Other Obligations. No The Borrowers will not, and will not permit any other Loan Party will, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. For purposes except, as long as no Event of determining compliance with this SECTION 6.01, in Default exists at the event that an item time of Indebtedness (or any portion thereof) at any time meets the criteria of more than one of the categories described in “Permitted Indebtedness” or is entitled to be incurred pursuant to multiple clauses in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type incurrence of such Indebtedness in one of such clauses. Accrual of interest or dividends, would arise therefrom: (a) Indebtedness created under the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, Loan Documents; (b) Indebtedness set forth in the form Information Certificate and extensions, renewals and replacements of additional Indebtednessany such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (c) Indebtedness of any Loan Party to any other Loan Party; (d) Indebtedness of the Loan Parties to finance the acquisition of any fixed or capital assets, Disqualified Capital Stock including CapitalFinancing Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or preferred stock shall 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 be deemed to be increase the outstanding principal amount thereof or result in an incurrence of Indebtedness for purposes of this SECTION 6.01. For purposes of determining compliance with any restriction on earlier maturity date or decreased weighted average life thereof, provided that the incurrence of Indebtedness, the aggregate principal amount of Indebtedness denominated permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding unless, at the time of incurrence of any Indebtedness which would result in a foreign currency such amount being exceeded, the Payment Conditions shall be calculated based on the relevant currency exchange rate have been satisfied; (e) Indebtedness incurred to finance any Real Estate now or hereafter owned by any Borrower or incurred in effect on the date such connection with any sale‑leaseback transaction; (f) Indebtedness was incurredunder Swap Contracts, other than for speculative purposes, entered into in the case ordinary course of term debt, business; (g) Contingent liabilities under surety bonds or first committed, similar instruments incurred in the case ordinary course of revolving credit debt; 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 in excess of $200,000,000; (i) Indebtedness in respect of the Senior Notes and the Refinancing NotesDebt; (j) Subordinated Debt (other than Indebtedness described in subsection (k) below) provided that if such 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 incurred less than or equal to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date one (1%) percent of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extendedper 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, replacedas applicable, refundedwas 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, refinancedprovided 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, renewed or defeasedIndebtedness owing by a Loan Party to any other Subsidiary of the Lead Borrower which is not a Loan Party, plus provided that the aggregate principal amount of Indebtedness permitted by this clause (p) shall not exceed $50,000,000 at any premium paidtime outstanding unless, and fees and expenses incurredat 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 extensionacquisition, replacementwhich property would not be of a type included in the Borrowing Base) in connection with a Permitted Acquisition, refunding refinancingprovided that the aggregate principal amount of Indebtedness permitted by this clause (q) shall not exceed $50,000,000 at any time outstanding unless, renewal or defeasance at the time of incurrence of any Indebtedness which would result in such amount being exceeded, the Payment Conditions shall have been satisfied; (including r) Indebtedness of any fees and original issue discount 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 respect contemplation of such resulting Indebtedness)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.