Shake Shack 2015 Annual Report Download - page 166

ARTICLE VI
NEGATIVE COVENANTS
Until the Revolving Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other
amounts payable under any Loan Document have been paid in full (other than Unliquidated Obligations) and all Letters of Credit have expired or
terminated (or have been cash collateralized in accordance with the provisions hereof) and all LC Disbursements shall have been reimbursed, the Loan
Parties covenant and agree, jointly and severally, with the Lenders that:
SECTION 6.01.
Indebtedness . No Loan Party will, nor will it permit any of its Subsidiaries to, create, incur or suffer to exist any
Indebtedness, except:
(j) the Secured Obligations;
(k)
Indebtedness existing on the date hereof and set forth in Schedule 6.01
and extensions, renewals, refinancings and replacements of any such
Indebtedness in accordance with clause (f) hereof;
(l)
Indebtedness of any Loan Party to any other Loan Party, provided
that Indebtedness of the Borrower to any Loan Party shall be
subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;
(m)
Guarantees by any Loan Party of Indebtedness of any other Loan Party, provided
that (i) the Indebtedness so Guaranteed is permitted by
this Section 6.01 and (ii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the
same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;
(n)
Indebtedness of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or
not constituting purchase money Indebtedness), 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 in accordance with clause (f) hereof; provided
that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the
completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed
$6,000,000 at any time outstanding;
(o)
Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b) and (e) hereof;
provided
that, with respect to clause (b) hereof (i) the principal amount or interest rate of such Indebtedness is not increased, and (ii) the terms of any
such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such Indebtedness; and provided
further
that with respect to clauses (b) and
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