Common use of Indebtedness and Liabilities Clause in Contracts

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness, among each Borrower and any other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the intercompany Indebtedness is owed has the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable future; provided that such Indebtedness is subordinated in right of payment to the Obligations; (c) Indebtedness (excluding Capital Leases) not to exceed $50,000 in the aggregate for all Borrowers at any time outstanding secured by purchase money Liens; (d) Indebtedness under Capital Leases not to exceed $500,000 outstanding at any time in the aggregate; and (e) Indebtedness existing on the Closing Date and identified on Schedule 7.1. Except for Indebtedness described permitted in the preceding sentence, each Borrower will not, and will not permit any of its Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which each Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness, Intercompany Indebtedness among each Borrower Borrowers and any other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the intercompany Indebtedness is owed has the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable future; provided that such Indebtedness is subordinated in right of payment Guarantors but only to the Obligationsextent not prohibited under the EximBank Documents; (c) Indebtedness (excluding Capital Leases) not to exceed $50,000 (in the aggregate for all Borrowers with Indebtedness permitted under clause (d) of this Section 7.1) $400,000 in the aggregate at any time outstanding secured by purchase money Liens; (d) Indebtedness under Capital Leases not to exceed (in the aggregate with Indebtedness permitted under clause (c) of this Section 7.1) $500,000 400,000 outstanding at any time in the aggregate; and (e) Indebtedness existing on the Closing Date and identified on Schedule 7.14.4 and Indebtedness arising after the Closing Date and described in Schedule 4.4 as future permitted Indebtedness. Except for Indebtedness described permitted in the preceding sentence, each Borrower Systems, Borrowers and Guarantors will not, and will not permit any of its their Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which each Borrower any Borrower, any Guarantor or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower Borrower, Guarantor or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness or any agreement with respect to the factoring or sale of Accounts except: (a) the Obligations; (b) intercompany Indebtedness, not to exceed $250,000 outstanding at any time in the aggregate, among each Borrower and any other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the intercompany Indebtedness is owed has the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable futureSubsidiaries; provided that such Indebtedness is subordinated in right of payment to the Obligations; (c) liabilities under 128 38 the Inter-Credit Agreement; (d) Indebtedness (excluding Capital Leases) not to exceed $50,000 3,000,000 in the aggregate for all Borrowers at any time outstanding secured by purchase money Liens; (d) Indebtedness Liens or under Capital Leases not to exceed $500,000 outstanding at any time in the aggregate; and (e) Indebtedness existing on the Closing Date and identified on Schedule 7.1capital leases. Except for Indebtedness described permitted in the preceding sentence, each Borrower will not, and will not permit any of its Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which each Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness, Indebtedness among each Borrower and any other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the Borrowers; (c) intercompany Indebtedness is owed has of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable futureaggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (cd) Indebtedness (excluding Capital Leases) not to exceed $50,000 1,000,000 in the aggregate for all Borrowers at any time outstanding outstanding, either unsecured or secured by purchase money LiensLiens permitted by Section 7.3; (de) Indebtedness under Capital Leases not to exceed $500,000 5,000,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the Second Lien Term Loan Documents, not to exceed an aggregate principal amount of $45,000,000 less any payments of principal in respect thereof (to the extent permitted by the Second Lien Term Loan Subordination Agreement) and (eg) Indebtedness existing on the Closing Date and identified on Schedule 7.1. Except for Indebtedness described permitted in the preceding sentence, each Borrower will not, and will not permit any of its Subsidiaries toNo Loan Party will, incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which each Borrower or any of its Subsidiaries Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries Loan Party has established adequate reserves therefor, if appropriate therefor under GAAP.

Indebtedness and Liabilities. Directly No Borrower will, nor will any Borrower permit any other Loan Party to, directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness, Indebtedness among each Borrower Borrowers and any their Subsidiaries (other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the intercompany Indebtedness is owed has the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable futurethan SDI); provided that such Indebtedness is subordinated in right of payment to the Obligations; (c) Indebtedness (excluding Capital Leases) not to exceed $50,000 150,000 in the aggregate for all Borrowers at any time outstanding secured by purchase money LiensLiens (including for computation purposes outstanding purchase money Indebtedness existing on the Effective Date and identified on Schedule 7.1); (d) Indebtedness under in respect of Capital Leases not up to exceed $500,000 outstanding at any time in the aggregate; and (e) Indebtedness existing on the Closing Effective Date and identified on Schedule 7.1. Except for Indebtedness described permitted in the preceding sentence, each Borrower Borrowers will not, and will not permit any of its Subsidiaries other Loan Party to, incur any Liabilities except for trade payables payables, accounts payable and normal accruals in the ordinary course of business not yet due and payable or with respect to which each the applicable Borrower or any of its Subsidiaries the applicable other Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries such Loan Party has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness, Indebtedness among each Borrower and any other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the Borrowers; (c) intercompany Indebtedness is owed has of one or more Guarantors to one or more Borrowers, not to exceed $2,000,000 outstanding at any time in the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable futureaggregate; provided that such Indebtedness is subordinated in right of payment to the Obligations; (cd) Indebtedness (excluding Capital Leases) not to exceed $50,000 1,000,000 in the aggregate for all Borrowers at any time outstanding outstanding, either unsecured or secured by purchase money LiensLiens permitted by Section 7.3; (de) Indebtedness under Capital Leases not to exceed $500,000 5,000,000 outstanding at any time in the aggregate; (f) Indebtedness pursuant to the First Lien Loan Documents, not to exceed the Maximum Senior Debt Amount (as defined in the Intercreditor Agreement), and (eg) Indebtedness existing on the Closing Date and identified on Schedule 7.1. Except for Indebtedness described permitted in the preceding sentence, each Borrower will not, and will not permit any of its Subsidiaries toNo Loan Party will, incur any Liabilities except for Indebtedness permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which each Borrower or any of its Subsidiaries Loan Party is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries Loan Party has established adequate reserves therefor, if appropriate therefor under GAAP.

Indebtedness and Liabilities. Directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: (a) the Obligations; (b) intercompany Indebtedness, among each Borrower and any other Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the intercompany Indebtedness is owed has the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable future; provided that such Indebtedness is subordinated in right of payment to the Obligations; (c) Indebtedness (excluding Capital Leases) not to exceed $50,000 100,000 in the aggregate for all Borrowers at any time outstanding secured by purchase money Liens; (d) Indebtedness under Capital Leases with respect to real property used in the operation of Borrower's grocery business; (e) Indebtedness under Capital Leases with respect to equipment not to exceed $500,000 7,500,000 outstanding at any time in the aggregate; (f) the Senior Notes in an aggregate principal amount not to exceed $200,000,000 plus interest, issued pursuant and subject to the terms and conditions of the Senior Notes Indenture; and (eg) without duplication, other Indebtedness existing on permitted under subsection 4.7 of the Closing Date and identified on Schedule 7.1Senior Notes Indenture. Except for Indebtedness described and permitted in the preceding sentencethis Agreement, each Borrower will not, and will not permit any of its Subsidiaries to, incur any Liabilities except for trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which each Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAP.

Indebtedness and Liabilities. Directly or indirectly The Borrowers shall not, and shall cause the other Loan Parties not to, create, incur, assumeassume or suffer to exist any Indebtedness, guaranty, or otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except: except for (a) Indebtedness owing to the Obligations; Lender, (b) intercompany Indebtedness, among each Borrower and any other Indebtedness owing by a Loan Party so long as after giving effect to such intercompany Indebtedness, the Borrower to which the intercompany Indebtedness is owed has the ability to borrow amounts hereunder within its Individual Borrowing Base which are sufficient to enable it to meet its debts as they mature for the foreseeable future; provided that such Indebtedness is subordinated in right of payment to the Obligationsanother Loan Party; (c) Indebtedness (excluding Capital Leases) not to exceed $50,000 endorsement of negotiable instruments in the aggregate for all Borrowers at any time outstanding secured by purchase money Liensordinary course of business; (d) Indebtedness arising under Capital Leases any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices, but not to exceed $500,000 outstanding at any time in the aggregate; and for speculative purpose, (e) the following types of Indebtedness existing on the Closing Date and identified on Schedule 7.1. Except for Indebtedness described permitted in the preceding sentence, each Borrower will not, and will not permit any of its Subsidiaries to, incur any Liabilities except for trade payables and normal accruals incurred in the ordinary course of business provided that the aggregate of these obligations which are at any one time outstanding is less than $2,000,000: (i) capital leases, (ii) performance, surety, statutory and appeal bonds, (iii) reimbursement obligations in connection with letters of credit, (iv) amounts secured or claimed in connection with clauses (a), (e), (g) and (h) in the definition of Permitted Encumbrances and (v) other indebtedness not yet due and payable or with respect to which each Borrower or exceed $250,000 in the aggregate outstanding at any time, (f) guaranties of its Subsidiaries any Indebtedness that is contesting in good faith the amount or validity thereof otherwise permitted by appropriate proceedings and then only this Section 7.2, (g) Indebtedness of any Loan Party other than KSAC existing immediately prior to the extent consummation of the transactions contemplated by the Stock Purchase Agreement (except that such Borrower Indebtedness that consists of capital lease obligations shall be deemed outstanding under clause (e) of this Section 7.2, and (g) Indebtedness consisting of indemnification, purchase price adjustments and similar obligations in connection with the acquisition or any disposition of its Subsidiaries has established adequate reserves therefor, if appropriate under GAAPassets.