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 Loan Party willThe Subsidiary Borrowers will not, nor and will it not permit any of its Restricted their respective Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. For purposes except: (a) Indebtedness created under the Loan Documents; (b) Indebtedness existing on the Second Amendment Effective Date and set forth in Schedule 7.01 and extensions, renewals and replacements of determining compliance 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; (c) Indebtedness of any Subsidiary Borrower to any other Subsidiary Borrower; (d) Indebtedness of any Borrower to finance the acquisition or construction 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 (the “Fixed Capital Asset Debt”), and extensions, renewals and replacements of such Fixed Capital Asset Debt that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof, provided that the event that an item aggregate principal amount of Indebtedness (or any portion thereof) the Fixed Capital Asset Debt shall not exceed $200,000,000 at any time meets outstanding; (e) Indebtedness incurred to finance, refinance or otherwise monetize the criteria value of more than one of the categories described in “Permitted Indebtedness” or is entitled any Real Estate owned by any Borrower not otherwise permitted to be incurred pursuant to multiple clauses in used as collateral for the definition of “Permitted Indebtedness,” Fixed Capital Asset Debt; provided that 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 aggregate principal amount of Indebtedness denominated in a foreign currency permitted by this clause (e) shall be calculated based on the relevant currency exchange rate in effect on the date such not exceed $500,000,000 at any time outstanding; (f) Indebtedness was incurred, in the case of term debt, under Hedging Agreements with any Lender or first committed, in the case of revolving credit debtits Affiliates; 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 no Hedging Agreement 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).entered into for speculative purposes; 108

Indebtedness and Other Obligations. No (a) The Loan Party willParties will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except Permitted Indebtedness. For purposes except: Indebtedness created under the Loan Documents; Indebtedness set forth in Schedule 6.01 and extensions, renewals and replacements 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, provided that after giving effect to 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, refinancing (i) 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 outstanding Indebtedness is incurred to extendnot increased, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency(ii) neither the tenor nor the average life is reduced, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause (iii) 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 holders of such refinancing Indebtedness does are not exceed 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; 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; 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 thereof, provided that the aggregate principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed permitted by this clause (iv) shall not exceed $50,000,000 at any time outstanding; Indebtedness incurred to refinance any Real Estate owned by any Loan Party or defeased, plus the amount of any premium paid, and fees and expenses incurred, incurred in connection with such extensionsale-leaseback transactions permitted hereunder; Indebtedness under Hedging Agreements, replacementother than for speculative purposes, refunding refinancing, renewal 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 defeasance (including any fees and original issue discount similar instruments incurred in respect the ordinary course of business in connection with the construction or improvement of stores; Indebtedness (if 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 $10,000,000 at any time outstanding, provided that the terms of such resulting Indebtedness)Indebtedness are reasonably acceptable to the Administrative Agent.