Common use of Indebtedness; Disqualified Stock Clause in Contracts

Indebtedness; Disqualified Stock. The Issuer and its Restricted Subsidiaries will not incur, assume, guarantee, suffer to exist or otherwise become liable with respect to any indebtedness or issue any disqualified stock, except for: • Indebtedness under the Senior Obligations in a principal amount not to exceed $275.0 million and permitted refinancing thereof (including, in such principal amount, the principal amount (or accreted value of the Senior Obligations so refinanced), plus any an amount unpaid accrued interest and premiums thereon, plus other customary and market underwriting discounts, defeasance costs, fees (including any original issue discount), commissions and expenses incurred in connection with such refinancing). • Additional indebtedness so long as pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • Indebtedness evidenced by the securitization documents that is existing at the issue date of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notes, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness of $10.0 million. • General indebtedness basket of the greater of $10.0 million and 10% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as of the date hereof or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes in the ordinary course of business up to $10.0 million. • Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole).

Indebtedness; Disqualified Stock. The Issuer and its or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or (c) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiaries Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; provided further that (x) clause (2) of this definition will not incurapply to any Refinancing Indebtedness other than Indebtedness, assumeDisqualified Stock and Preferred Stock incurred under clauses (2), guarantee(14), suffer to exist (25), (29), (30) and (31) of Section 7.02(b) (including any successive Refinancings thereof incurred under clause (13) of Section 7.02(b)) and any Subordinated Indebtedness (other than Subordinated Indebtedness assumed or otherwise become liable acquired in an Investment or acquisition and not created in contemplation thereof) and (y) Refinancing Indebtedness may be incurred in the form of a Qualifying Bridge Facility which does not satisfy the requirements of clause (2) above. 97 US-DOCS\123992845.16 042525-0274 “Refinancing Loans” means any Refinancing Term Loans. “Refinancing Term Commitments” means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment. “Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment. “Refunding Capital Stock” has the meaning specified in Section 7.05(b)(2). “Register” has the meaning specified in Section 10.07(c). “Registered Equivalent Notes” means, with respect to any indebtedness notes originally issued in a Rule 144A or issue any disqualified stock, except for: • Indebtedness other private placement transaction under the Senior Obligations Securities Act, substantially identical notes (having the same Guarantees) issued in a principal amount not dollar-for-dollar exchange therefor pursuant to exceed $275.0 million and permitted refinancing thereof an exchange offer registered with the SEC. “Regulated Bank” means an Approved Commercial Bank that is (including, in such principal amount, i) a U.S. depository institution the principal amount deposits of which are insured by the Federal Deposit Insurance Corporation; (or accreted value ii) a corporation organized under section 25A of the Senior Obligations so refinancedU.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors of the Federal Reserve System under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, plus agency or similar office thereof supervised by a bank regulatory authority in any an amount unpaid accrued interest and premiums thereon, plus other customary and market underwriting discounts, defeasance costs, fees (including any original issue discount), commissions and expenses incurred jurisdiction. “Rejection Notice” has the meaning specified in connection with such refinancingSection 2.05(2)(g). • Additional indebtedness so long as pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • Indebtedness evidenced by the securitization documents that is existing at the issue date of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notes, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness of $10.0 million. • General indebtedness basket of the greater of $10.0 million and 10% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as of the date hereof or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of “Related Business Assets” means assets (other than Brand Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary will not be deemed to be Related IP (as defined in the Existing Credit Facility)Business Assets if they consist of securities of a Person, including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term unless upon receipt of the Notes in securities of such Person, such Person is or would become a Restricted Subsidiary. “Related Indemnified Person” of an Indemnitee means (1) the ordinary course respective directors, officers or employees of business up to $10.0 million. • Disposition such Indemnitee and (2) the respective agents of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that issuch Indemnitee, in the reasonable judgment case of this clause (2), acting at the instructions of such Indemnitee. “Related Person” means, with respect to any Person, (a) any Affiliate of such Person and (b) the respective directors, partners, officers, employees, agents and other representatives of such Person or any of its Affiliates. “Release” means any release, spill, emission, discharge, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment. “Relevant Governmental Body” means the Board of Governors of the IssuerFederal Reserve System or the Federal Reserve Bank of New York, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole).committee officially endorsed or 98 US-DOCS\123992845.16 042525-0274

Indebtedness; Disqualified Stock. The Issuer or Preferred Stock of a Restricted Subsidiary or a Borrower owing to another Borrower or another Restricted Subsidiary; provided that (x) if a Borrower or a Loan Party Incurs such Indebtedness, Disqualified Stock or Preferred Stock owing to a Non-Loan Party, such Indebtedness, Disqualified Stock or Preferred Stock is subordinated in right of payment to such Borrower’s Obligations or Guarantee of such Loan Party, as applicable, pursuant to the Intercompany Subordination Agreement and its (y) any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiaries will Subsidiary lending such Indebtedness, Disqualified Stock or Preferred Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness, Disqualified Stock or Preferred Stock (except to a Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness, Disqualified Stock or Preferred Stock not incurpermitted by this clause (i); (j) Swap Contracts and cash management services Incurred, assume, guarantee, suffer to exist or otherwise become liable other than for speculative purposes; (k) obligations (including reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments) in respect of customs, self-insurance, performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by any indebtedness Borrower or issue any disqualified stock, except for: • Restricted Subsidiary; (l) Indebtedness under the Senior Obligations or Disqualified Stock of any Borrower or any of their Restricted Subsidiaries and Preferred Stock of any of their Restricted Subsidiaries in a an aggregate principal amount not to exceed $275.0 million and permitted refinancing thereof (includingor liquidation preference that, in such principal amount, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (or accreted value of the Senior Obligations so refinancedl), plus any an amount unpaid accrued interest and premiums thereon, plus other customary and market underwriting discounts, defeasance costs, fees (including any original issue discount), commissions and expenses incurred in connection with such refinancing). • Additional indebtedness so long as pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • Indebtedness evidenced by the securitization documents that is existing at the issue date of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notes, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness of $10.0 million. • General indebtedness basket of does not exceed the greater of (x) $10.0 million 40,000,000 and 10(y) 40% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as of the date hereof or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture)Consolidated EBITDA, except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility)at any one time outstanding, including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes in the ordinary course of business up to $10.0 million. • Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that isplus, in the reasonable judgment case of the Issuerany refinancing of any Indebtedness, no longer economically practicable to maintain Disqualified Stock or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole).Preferred Stock

Indebtedness; Disqualified Stock. The Issuer or Preferred Stock of the Borrower or anyRestricted Subsidiary that serves to extend, replace, refund, refinance, renew or defease anyIndebtedness, Disqualified Stock or Preferred Stock of such Person incurred as permitted underclause (a) of this Section 6.01 and its subclauses (b)(iii), (iv), (v) and (vi) above, thissubclause (b)(xv) and subclauses (b)(xvi), (b)(xvii) and (b)(xx)(B) below, and additionalIndebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums and fees(including reasonable lender premiums) in connection therewith (collectively, “RefinancingIndebtedness”); provided, however, that:(A) such Refinancing Indebtedness has a (1) Weighted Average Life to Maturity atthe time such Refinancing Indebtedness is incurred which is not less than the remainingWeighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stockbeing extended, replaced, refunded, refinanced, renewed or defeased and (2) maturity date that isno shorter than the maturity date of the Indebtedness, Disqualified Stock or Preferred Stockbeing extended, replaced, refunded, refinanced, renewed or defeased,(B) to the extent such Refinancing Indebtedness extends, replaces, refunds,refinances, renews or defeases (1) Indebtedness subordinated to the Obligations or the LoanGuaranty of any Subsidiary Guarantor, such Refinancing Indebtedness is subordinated to theObligations or such Loan Guaranty at least to the same extent as the Indebtedness beingextended, replaced, refunded, refinanced, renewed or defeased or (2) Disqualified Stock orPreferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock,respectively,(C) shall not include (1) Indebtedness, Disqualified Stock or Preferred Stock of aRestricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness,Disqualified Stock or Preferred Stock of the Borrower, (2) Indebtedness, Disqualified Stock orPreferred Stock of a Restricted Subsidiaries will Subsidiary that is not incura Subsidiary Guarantor that refinancesIndebtedness, assumeDisqualified Stock or Preferred Stock of a Subsidiary Guarantor or(3) Indebtedness, guaranteeDisqualified Stock or Preferred Stock of the Borrower or a Restricted-93- Subsidiary that refinances Indebtedness, suffer to exist Disqualified Stock or otherwise become liable with respect to any indebtedness or issue any disqualified stock, except for: • Preferred Stock of anUnrestricted Subsidiary,(D) such Refinancing Indebtedness under the Senior Obligations shall be in a an aggregate principal amount (oraccreted value, if applicable) that does not to exceed $275.0 million and permitted refinancing thereof (including, in such principal amount, the principal amount (or accreted value value, ifapplicable) of the Senior Obligations Indebtedness, Disqualified Stock or Preferred Stock so modified, refinanced),refunded, plus any renewed or extended except by an amount equal to unpaid accrued interest and premiums thereon, andpremium thereon plus other customary reasonable amounts paid, and market underwriting discounts, defeasance costs, fees (including any original issue discount), commissions and expenses incurred reasonablyincurred, in connection with such extension, replacement, refunding, refinancing). • Additional indebtedness , renewal ordefeasance,(E) if such Indebtedness, Disqualified Stock or Preferred Stock being so long as pro forma fixed charge coverage ratio extended,replaced, refunded, refinanced, renewed or defeased is at least 2.00 secured by a Lien on the Collateral, theLien securing such Refinancing Indebtedness shall not be senior in priority to 1.00. • Indebtedness evidenced by the securitization documents that is existing at Lien on theCollateral securing the issue date of the Notes. • Subordinated indebtedness (Indebtedness, Disqualified Stock or Preferred Stock being so extended,replaced, refunded, refinanced, renewed or defeased unless otherwise permitted under thisAgreement and any such Liens shall be subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notes, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit a First Lien Intercreditor Agreement or JuniorLien Intercreditor Agreement, up to as applicable,(F) the aggregate principal amount of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness of $10.0 million. • General indebtedness basket of the greater of $10.0 million terms and 10% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as of the date hereof or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales conditions (as defined in the Indenture), except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility), including, for the avoidance if applicable, as to collateral but excludingas to subordination, interest rate and redemption premium) of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes in the ordinary course of business up to $10.0 million. • Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Restricted Subsidiariessuch RefinancingIndebtedness, taken as a whole, are not materially less favorable to the lenders of suchRefinancing Indebtedness than the terms and conditions of the Indebtedness, Disqualified Stockor Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased, and(G) to the extent such Indebtedness, Disqualified Stock or Preferred Stock beingextended, replaced, refunded, refinanced, renewed or defeased is unsecured, such RefinancingIndebtedness is unsecured;provided, further, that any incurrence of Indebtedness or issuance of Disqualified Stock orPreferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to thissubclause (b)(xv) shall be subject to the limitations set forth in Section 6.01(g) to the sameextent as the Indebtedness refinanced;(xvi) Indebtedness, Disqualified Stock or Preferred Stock (x) of the Borrower or anyRestricted Subsidiary incurred to finance any Investment permitted by subclause (c)(i)(A) or (B)or (c)(iii) of the definition of “Permitted Investments” or (y) of Persons that are acquired by theBorrower or any Restricted Subsidiary or Persons that are merged into the Borrower or aRestricted Subsidiary in accordance with the terms of this Agreement or that is assumed by theBorrower or a Restricted Subsidiary in connection with such Investment; provided that (A) inthe case of subclauses (b)(xvi)(x) and (b)(xvi)(y) above, on a pro forma basis for the issuance orassumption of such Indebtedness, Disqualified Stock or Preferred Stock and the application ofproceeds therefrom, either (1) the Borrower would be permitted to incur at least $1.00 ofadditional Indebtedness pursuant to Section 6.01(a) or (2) the Interest Coverage Ratio of theBorrower for the Borrower’s most recently ended Test Period would be greater than immediatelyprior to such acquisition or merger, (B) such Indebtedness, Disqualified Stock or Preferred Stockis not incurred while an Event of Default exists and no Event of Default shall result therefrom,(C) in the case of subclause (b)(xvi)(x) above only, such Indebtedness, Disqualified Stock orPreferred Stock complies with the Required Additional Debt Terms and (D) in the case ofsubclause (b)(xvi)(y) above only, such Indebtedness, Disqualified Stock or Preferred Stock isnot incurred in contemplation of such acquisition or merger; provided, further, that any-94- incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by anyRestricted Subsidiary that is not a Subsidiary Guarantor pursuant to this subclause (b)(xvi) shallbe subject to the limitations set forth in Section 6.01(g);(xvii) Indebtedness arising from the honoring by a bank or other financial institutionof a check, draft or similar instrument drawn against insufficient funds in the ordinary course ofbusiness; provided that such Indebtedness is extinguished within ten (10) Business Days of itsincurrence;(xviii) [Reserved];(xix) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with theprincipal amount of all other Indebtedness incurred pursuant to this subclause (b)(xix) and thenoutstanding, does not exceed the greater of (x) $150.0 million and (y) 35.0% of EBITDA of theBorrower for the most recently ended Test Period as of the time such Indebtedness is incurred;(xx) Indebtedness, Disqualified Stock and Preferred Stock of the Borrower or anyRestricted Subsidiary not otherwise permitted under this Section 6.01 in an aggregate principalamount or liquidation preference which, when aggregated with the principal amount andliquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurredpursuant to this subclause (b)(xx) and then outstanding (together with any RefinancingIndebtedness in respect of any such Indebtedness, Disqualified Stock or Preferred Stock which isthen outstanding in reliance on subclause (b)(xv) above)., does not at any one time outstandingexceed the sum of (A) the greater of (1) $300.0 million and (2) 75% of EBITDA of the Borrowerfor the most recently ended Test Period as of the time such Indebtedness, Disqualified Stock orPreferred Stock is incurred (it being understood that any Indebtedness, Disqualified Stock andPreferred Stock incurred pursuant to this subclause (b)(xx) shall for purposes of this subclause(b)(xx) cease to be deemed incurred or outstanding under this subclause (b)(xx) but shall bedeemed incurred pursuant to Section 6.01(a) from and after the first date on which the Borroweror such Restricted Subsidiary, as applicable, could have incurred such Indebtedness,Disqualified Stock or Preferred Stock pursuant to Section 6.01(a) without reliance on thissubclause (b)(xx)(A)), plus (B) 100% of the net cash proceeds received by the Borrower sincethe Closing Date from the issue or sale of Equity Interests of the Borrower or cash contributed tothe capital of the Borrower (in each case, other than proceeds of Disqualified Stock, DesignatedPreferred Stock or sales of Equity Interests to the Borrower or any of its Subsidiaries) asdetermined in accordance with subclause (a)(iii) of the definition of “Applicable Amount” to theextent such net cash proceeds or cash has not been applied to make Restricted Payments or tomake Permitted Investments (such amount, the “Designated Equity Amount”);(xxi) Attributable Debt incurred by the Borrower or any Restricted Subsidiarypursuant to Sale and Lease-Back Transactions of property (real or personal), equipment or otherfixed or capital assets owned by the Borrower or any Restricted Subsidiary as of the ClosingDate or acquired by the Borrower or any Restricted Subsidiary after the Closing Date inexchange for, or with the proceeds of the sale of, such assets owned by the Borrower or anyRestricted Subsidiary as of the Closing Date; provided that the aggregate amount of AttributableDebt incurred under this subclause (b)(xxi) does not exceed the greater of (x) $100.0 million and(y) 25.0% of EBITDA of the Borrower for the most recently ended Test Period as of the timesuch Attributable Debt is incurred;(xxii) [Reserved]; -95-

Indebtedness; Disqualified Stock. The Issuer and its or Preferred Stock of a Borrower or a Restricted Subsidiaries will not incurSubsidiary incurred to finance or assumed in connection with an acquisition of any assets (including Capital Stock), assume, guarantee, suffer to exist business or otherwise become liable with respect to any indebtedness or issue any disqualified stock, except for: • Indebtedness under the Senior Obligations Person in a an aggregate principal amount or liquidation preference that does not to exceed the greater of (x) $275.0 million 33,000,000 and permitted refinancing thereof (includingy) 33% of Consolidated EBITDA, at any one time outstanding, plus, in such principal amountthe case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereof, the principal aggregate amount (or accreted value of the Senior Obligations so refinanced)fees, plus any an amount unpaid accrued interest and premiums thereon, plus other customary and market underwriting discounts, defeasance costsaccrued and unpaid interest, fees (including any original issue discount), commissions premiums and other costs and expenses incurred in connection with such refinancing). • Additional indebtedness so long as pro forma fixed charge coverage ratio is at least 2.00 refinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued pursuant to 1.00. • Indebtedness evidenced by the securitization documents that is existing at the issue date of the Notes. • Subordinated indebtedness this clause (subject to certain conditions dd) shall cease to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notesdeemed Incurred, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred issued or outstanding pursuant to this clause (dd) but shall be deemed Incurred or issued and outstanding as Ratio Debt from and after the Senior Credit Agreementfirst date on which such Borrower or such Restricted Subsidiary, up as the case may be, could have Incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock as Ratio Debt (to the aggregate principal amount extent such Borrower or such Restricted Subsidiary is able to Incur any Liens related thereto as Permitted Liens after such reclassification)); (ee) Indebtedness, Disqualified Stock or Preferred Stock consisting of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness obligations of $10.0 million. • General indebtedness basket of the greater of $10.0 million and 10% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted any Borrower or any Restricted Subsidiary under the Existing Credit Facility in effect as of the date hereof or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes in the ordinary course of business up to $10.0 million. • Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment deferred compensation or other disposition similar arrangements incurred by such Person in connection with the Transactions or any Permitted Investment; (ff) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law; and (gg) Indebtedness Incurred in connection with a Qualified Receivables Factoring or Qualified Receivables Financing, in each case, which constitutes Standard Securitization Undertakings. For purposes of intellectual property that isdetermining compliance with this Section 7.01, in the reasonable judgment event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the Issuercategories of Permitted Debt or is entitled to be incurred or issued as Ratio Debt, no longer economically practicable the Parent Borrower shall, in its sole discretion, at the time of incurrence or issuance, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 7.01; provided that all Indebtedness under this Agreement incurred on the Closing Date shall be deemed to maintain have been Incurred pursuant to Section 7.01(a), and the Parent Borrower shall not be permitted to reclassify all or useful any portion of Indebtedness Incurred on the Closing Date pursuant to Section 7.01(a). Accrual of interest (including payment-in-kind) or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or dividends in the conduct form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the business same class, the accretion of liquidation preference and increases in the amount of Indebtedness, Disqualified Stock or Preferred Stock outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock for purposes of this Section 7.01 and any Lien permitted to be Incurred with respect to any Indebtedness relating to such amounts shall be permitted to secure such obligations. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Issuer and its Restricted SubsidiariesIndebtedness represented by such guarantee or letter of credit, taken as a whole)the case may be, was in compliance with this Section 7.01.

Indebtedness; Disqualified Stock. The Issuer and its Restricted Subsidiaries will not incur, assume, guarantee, suffer to exist or otherwise become liable with respect to any indebtedness or issue any disqualified stock, except for: • Indebtedness under the Senior Obligations in a principal amount not to exceed $275.0 million and permitted refinancing thereof (including, in such principal amount, the principal amount (or accreted value Preferred Stock of the Senior Obligations so refinancedBorrower or anyRestricted Subsidiary that serves to extend, replace, refund, refinance, renew or defease anyIndebtedness, Disqualified Stock or Preferred Stock of such Person incurred as permitted underclause (a) of this Section 6.01 and subclauses (b)(iii), plus any an amount unpaid accrued interest and premiums thereon, plus other customary and market underwriting discounts, defeasance costs, fees (including any original issue discountiv), commissions (v) and expenses (vi) above, thissubclause (b)(xv) and subclauses (b)(xvi), (b)(xvii) and (b)(xx)(B) below, and additionalIndebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums and fees(including reasonable lender premiums) in connection with therewith (collectively, “RefinancingIndebtedness”); provided, however, that:(A) such refinancing). • Additional indebtedness so long as pro forma fixed charge coverage ratio Refinancing Indebtedness has a (1) Weighted Average Life to Maturity atthe time such Refinancing Indebtedness is at least 2.00 incurred which is not less than the remainingWeighted Average Life to 1.00. • Indebtedness evidenced by Maturity of the securitization documents Indebtedness, Disqualified Stock or Preferred Stockbeing extended, replaced, refunded, refinanced, renewed or defeased and (2) maturity date that is existing at isno shorter than the issue maturity date of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 NotesIndebtedness, other than the Initial Notes (as defined in the IndentureDisqualified Stock or Preferred Stockbeing extended, replaced, refunded, refinanced, renewed or defeased,(B) and Indebtedness incurred pursuant to the Senior Credit Agreementextent such Refinancing Indebtedness extends, up replaces, refunds,refinances, renews or defeases (1) Indebtedness subordinated to the aggregate principal amount Obligations or the LoanGuaranty of 2018 Convertible Notes outstanding on any Subsidiary Guarantor, such Refinancing Indebtedness is subordinated to theObligations or such Loan Guaranty at least to the Issue Date. • Purchase money indebtedness same extent as the Indebtedness beingextended, replaced, refunded, refinanced, renewed or defeased or (2) Disqualified Stock orPreferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock,respectively,(C) shall not include (1) Indebtedness, Disqualified Stock or Preferred Stock of $10.0 million. • General indebtedness basket aRestricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness,Disqualified Stock or Preferred Stock of the greater Borrower, (2) Indebtedness, Disqualified Stock orPreferred Stock of $10.0 million and 10% a Restricted Subsidiary that is not a Subsidiary Guarantor that refinancesIndebtedness, Disqualified Stock or Preferred Stock of a Subsidiary Guarantor or(3) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as Borrower or a RestrictedSubsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of the date hereof or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture)anUnrestricted Subsidiary, except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes in the ordinary course of business up to $10.0 million. • Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole).-92-

Indebtedness; Disqualified Stock. The Issuer or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or (C) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and its Restricted Subsidiaries will not incur(4) in the case of Refinancing Indebtedness incurred in respect of Indebtedness that is secured by Liens on the Collateral that are equal in priority (without regard to control of remedies) with the Obligations, assume, guarantee, suffer to exist such Refinancing Indebtedness ranks equal or otherwise become liable junior in right of payment with the Obligations and is secured by Liens on the Collateral on an equal or junior priority basis with respect to the Obligations or is unsecured; provided that any indebtedness such Refinancing Indebtedness that is (A) secured by Xxxxx on the Collateral ranking on an equal priority basis (but without regard to control of remedies) with the Obligations shall be subject to an Equal Priority Intercreditor Agreement or issue (B) secured by Liens on the Collateral ranking junior in priority to the Liens on the Collateral securing the Obligations shall be subject to a Junior Priority Intercreditor Agreement; provided further, that any disqualified stockRefinancing Indebtedness that is secured shall have the same or junior Lien priority of such Indebtedness that was refinanced by such Refinancing Indebtedness; (xviii) Indebtedness, except for: • Indebtedness under the Senior Obligations in a principal amount not to exceed $275.0 million and permitted refinancing thereof (including, in such principal amount, the principal amount (Disqualified Stock or accreted value Preferred Stock of the Senior Obligations so refinanced)Borrower and/or any Guarantors; provided that, plus any an amount unpaid accrued interest at the time of incurrence or issuance thereof and premiums thereon, plus other customary and market underwriting discounts, defeasance costs, fees (including any original issue discount), commissions and expenses incurred in connection with such refinancing). • Additional indebtedness so long as after giving pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • Indebtedness evidenced by effect thereto and the securitization documents that is existing at the issue date use of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notesproceeds thereof, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes such Indebtedness, Disqualified Stock or Preferred Stock then outstanding on pursuant to this clause (xviii) (when aggregated with the Issue Date. • Purchase money indebtedness aggregate principal amount of $10.0 million. • General indebtedness basket Refinancing Indebtedness incurred pursuant to Section 6.3(b)(xvii) in respect of the greater of $10.0 million and 10such Indebtedness then outstanding) shall not, except as contemplated by Section 6.3(b)(xvii), exceed an amount equal to 100.0% of the Issuer’s consolidated EBITDA for net proceeds received by the four most recently completed fiscal quarters. • Other indebtedness permitted under Borrower since immediately after the Existing Credit Facility in effect as Issue Date from the issue or sale of Equity Interests of the date hereof Borrower or customarily permitted under similar instruments cash contributed to the capital of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of assets Borrower (other than Brand Related IP proceeds of Disqualified Stock or sales of Equity Interests to the Borrower or any of its Subsidiaries) to the extent such net proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (as defined 2) of Section 6.1(a) or to make Permitted Investments (other than Permitted Investments specified in the Existing Credit Facilityany of clauses (a), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP(b) for the term and (e) of the Notes in the ordinary course of business up to $10.0 million. • Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a wholedefinition thereof).;

Indebtedness; Disqualified Stock. The Issuer and its Restricted Subsidiaries will or Preferred Stock of a Subsidiary that is not incura Guarantor that Refinances Indebtedness, assumeDisqualified Stock or Preferred Stock of a Guarantor; or (z) Indebtedness, guarantee, suffer to exist Disqualified Stock or otherwise become liable with respect to any indebtedness or issue any disqualified stock, except for: • Indebtedness under the Senior Obligations in a principal amount not to exceed $275.0 million and permitted refinancing thereof (including, in such principal amount, the principal amount (or accreted value Preferred Stock of the Senior Obligations so refinanced)Company Borrower or a Restricted Subsidiary that Refinances Indebtedness, plus any Disqualified Stock or Preferred Stock of an amount unpaid accrued interest and premiums thereonUnrestricted Subsidiary; (w) Settlement Indebtedness, plus (x) Indebtedness arising from Cash Management(xviii) Services, (y) Indebtedness arising from the honoring by a bank or other customary and market underwriting discountsfinancial institution of a check, defeasance costs, fees (including any original issue discount), commissions and expenses incurred in connection with such refinancing). • Additional indebtedness so long as pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • Indebtedness evidenced by the securitization documents that is existing at the issue date of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notes, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness of $10.0 million. • General indebtedness basket of the greater of $10.0 million and 10% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as of the date hereof draft or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes instrument drawn against insufficient funds in the ordinary course of business up and (z) other Indebtedness in respect of netting services, automated clearinghouse arrangements, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; Indebtedness of the Company Borrower or any Restricted Subsidiary of the(xix) Company Borrower supported by a letter of credit or bank guarantee issued pursuant to $10.0 million. • Disposition this Agreement, in a principal amount not in excess of surplusthe stated amount of such letter of credit or bank guarantee; Contribution Indebtedness;(xx) Indebtedness of the Company Borrower or any Restricted Subsidiary of the(xxi) Company Borrower consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements; [Reserved];(xxii) (x) Indebtedness, damagedDisqualified Stock or Preferred Stock of the Company(xxiii) Borrower or any of its Restricted Subsidiaries Incurred to finance any investment or acquisition or (y) Acquired Indebtedness of the Company Borrower or any of its Restricted Subsidiaries; provided that, worn-out or obsolete assets in either case, after giving effect to the transactions that result in the ordinary course Incurrence or issuance thereof, on a pro forma basis, either (a) the Company Borrower would be permitted to Incur at least $1.00 of business additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (including a) of this Section 6.1 or (b) the abandonment or other disposition of intellectual property that is, in the reasonable judgment Fixed Charge Coverage Ratio of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer Company Borrower and its Restricted Subsidiaries, taken as a whole).Subsidiaries would not be less than immediately prior to such -119-

Indebtedness; Disqualified Stock. The Issuer and its Restricted Subsidiaries will or Preferred Stock of a Subsidiary that is not incura Guarantor that Refinances Indebtedness, assumeDisqualified Stock or Preferred Stock of a Guarantor; or (z) Indebtedness, guarantee, suffer to exist Disqualified Stock or otherwise become liable with respect to any indebtedness or issue any disqualified stock, except for: • Indebtedness under the Senior Obligations in a principal amount not to exceed $275.0 million and permitted refinancing thereof (including, in such principal amount, the principal amount (or accreted value Preferred Stock of the Senior Obligations so refinanced)Company Borrower or a Restricted Subsidiary that Refinances Indebtedness, plus any Disqualified Stock or Preferred Stock of an amount unpaid accrued interest and premiums thereonUnrestricted Subsidiary; (xviii) (w) Settlement Indebtedness, plus (x) Indebtedness arising from Cash Management Services, (y) Indebtedness arising from the honoring by a bank or other customary and market underwriting discountsfinancial institution of a check, defeasance costs, fees (including any original issue discount), commissions and expenses incurred in connection with such refinancing). • Additional indebtedness so long as pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • Indebtedness evidenced by the securitization documents that is existing at the issue date of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notes, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness of $10.0 million. • General indebtedness basket of the greater of $10.0 million and 10% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as of the date hereof draft or customarily permitted under similar instruments of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes instrument drawn against insufficient funds in the ordinary course of business up and (z) other Indebtedness in respect of netting services, automated clearinghouse arrangements, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; (xix) Indebtedness of the Company Borrower or any Restricted Subsidiary of the Company Borrower supported by a letter of credit or bank guarantee issued pursuant to this Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; (xx) Contribution Indebtedness; (xxi) Indebtedness of the Company Borrower or any Restricted Subsidiary of the Company Borrower consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements; (xxii) [Reserved]; (xxiii) (x) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or any of its Restricted Subsidiaries Incurred to finance any investment or acquisition or (y) Acquired Indebtedness of the Company Borrower or any of its Restricted Subsidiaries; provided that, in either case, after giving effect to the transactions that result in the Incurrence or issuance thereof, on a pro forma basis, either (a) the Company Borrower would be permitted to Incur at least $10.0 million. • Disposition 1.00 of surplusadditional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) of this Section 6.1 or (b) the Fixed Charge Coverage Ratio of the Company Borrower and its Restricted Subsidiaries would not be less than immediately prior to such transactions; provided, damagedhowever, worn-out that, on a pro forma basis, together with any amounts Incurred or obsolete assets issued, as applicable, and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to Section 6.1(a) and Section 6.1(b)(xiv), no more than the greater of $175,000,000 and 5.00% of Total Assets of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this clause (xxiii) shall be incurred by Restricted Subsidiaries that are not Guarantors; (xxiv) the incurrence by the Company Borrower and any Guarantor of Indebtedness represented by the Senior Notes and the guarantees thereof, as applicable; (xxv) Guarantees (A) Incurred in the ordinary course of business in respect of obligations of (including the abandonment or other disposition of intellectual property that isto) suppliers, customers, franchisees, lessors and licensees that, in the reasonable judgment of the Issuereach case, no longer economically practicable to maintain are non-Affiliates or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole).(B) otherwise constituting Investments permitted under this Agreement; -114-

Indebtedness; Disqualified Stock. The Issuer or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or (C) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and its Restricted Subsidiaries will not incur(4) in the case of Refinancing Indebtedness incurred in respect of Indebtedness incurred under Section 6.3(b)(i) or that is secured by Liens on the Collateral that are equal in priority (without regard to control of remedies) with the Obligations, assume, guarantee, suffer to exist such Refinancing Indebtedness ranks equal or otherwise become liable junior in right of payment with the Obligations and is secured by Liens on the Collateral on an equal or junior priority basis with respect to the Obligations or is unsecured; provided that any indebtedness such Refinancing Indebtedness that is (A) secured by Liens on the Collateral ranking on an equal priority basis (but without regard to control of remedies) with the Obligations shall be subject to an Equal Priority Intercreditor Agreement or issue any disqualified stock(B) secured by Liens on the Collateral ranking junior in priority to the Liens on the Collateral securing the Obligations shall be subject to a Junior Priority Intercreditor Agreement; (xviii) Indebtedness, except for: • Indebtedness under the Senior Obligations in a principal amount not to exceed $275.0 million and permitted refinancing thereof (including, in such principal amount, the principal amount (Disqualified Stock or accreted value Preferred Stock of the Senior Obligations so refinanced)Borrower and/or any Guarantors; provided that, plus any an amount unpaid accrued interest at the time of incurrence or issuance thereof and premiums thereon, plus other customary and market underwriting discounts, defeasance costs, fees (including any original issue discount), commissions and expenses incurred in connection with such refinancing). • Additional indebtedness so long as after giving pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • Indebtedness evidenced by effect thereto and the securitization documents that is existing at the issue date use of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notesproceeds thereof, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes such Indebtedness, Disqualified Stock or Preferred Stock then outstanding on pursuant to this clause (xviii) (when aggregated with the Issue Date. • Purchase money indebtedness aggregate principal amount of $10.0 million. • General indebtedness basket Refinancing Indebtedness incurred pursuant to Section 6.3(b)(xvii) in respect of the greater of $10.0 million and 10such Indebtedness then outstanding) shall not, except as contemplated by Section 6.3(b)(xvii), exceed an amount equal to 100.0% of the Issuer’s consolidated EBITDA for net proceeds received by the four most recently completed fiscal quarters. • Other indebtedness permitted under Borrower since immediately after the Existing Credit Facility in effect as Issue Date from the issue or sale of Equity Interests of the date hereof Borrower or customarily permitted under similar instruments cash contributed to the capital of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of assets Borrower (other than Brand Related IP proceeds of Disqualified Stock or sales of Equity Interests to the Borrower or any of its Subsidiaries) to the extent such net proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (as defined 2) of Section 6.1(a) or to make Permitted Investments (other than Permitted Investments specified in the Existing Credit Facilityany of clauses (a), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP(b) for the term and (e) of the Notes definition thereof); (xix) Indebtedness of the Borrower and/or any Restricted Subsidiary under any Derivative Transaction that was, at the time entered into, not for speculative purposes; (xx) Indebtedness of the Borrower and/or any Restricted Subsidiary representing (1) deferred compensation to current or former directors, officers, employees, members of management, managers, members, partners, independent contractors and consultants of the Borrower and/or any Restricted Subsidiary in the ordinary course of business up to $10.0 million. • Disposition business, consistent with past practice or consistent with industry norm of surplus, damaged, worn-out or obsolete assets in the ordinary course of business Borrower and/or its Subsidiaries and (including the abandonment 2) deferred compensation or other disposition of intellectual property that is, similar arrangements in the reasonable judgment of the Issuer, no longer economically practicable to maintain connection with any Investment or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole).any acquisition permitted under this Agreement;

Indebtedness; Disqualified Stock. The Issuer or Preferred Stock of a Restricted Subsidiary or the Borrower owing to the Borrower or another Restricted Subsidiary; provided that if the Borrower or a Loan Party Incurs such Indebtedness, Disqualified Stock or Preferred Stock owing to a Non-Loan Party, such Indebtedness, Disqualified Stock or Preferred Stock is subordinated in right of payment to the Borrower’s Obligations or Guarantee of such Loan Party, as applicable, pursuant to the Intercompany Note; (j) obligations under Swap Contracts and its Restricted Subsidiaries will not incur, assume, guarantee, suffer to exist or otherwise become liable cash management services Incurred other than for speculative purposes; (k) obligations (including reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments) in respect of customs, self-insurance, performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Borrower or any indebtedness Restricted Subsidiary; (l) Indebtedness or issue Disqualified Stock of the Borrower or any disqualified stock, except for: • Indebtedness under the Senior Obligations Restricted Subsidiary and Preferred Stock of any Restricted Subsidiary in a an aggregate principal amount not to exceed $275.0 million and permitted refinancing thereof (includingor liquidation preference that, in such principal amount, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (or accreted value l), does not exceed the greater of (x) $195,000,000 and (y) 60.0% of Consolidated EBITDA of the Senior Obligations so refinancedGroup Parties, at any one time outstanding (the “General Debt Basket”), plus plus, in the case of any an refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (l) or any portion thereof, the aggregate amount unpaid accrued interest and premiums thereon, plus other customary and market underwriting discounts, defeasance costs, fees (including any original issue discount), commissions and expenses of Incremental Amounts incurred in connection with such refinancingrefinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (l) shall cease to be deemed Incurred, issued or outstanding pursuant to this clause (l) but shall be deemed Incurred or issued and outstanding as Incremental Equivalent Ratio Component Debt from and after the first date on which the Borrower or such Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock as Incremental Equivalent Ratio Component Debt (to the extent the Borrower or such Restricted Subsidiary is able to Incur any Liens related thereto as Permitted Liens after such reclassification). • Additional indebtedness ); (m) any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of the Borrower or any of its Restricted Subsidiaries so long as pro forma fixed charge coverage ratio is at least 2.00 to 1.00. • the Incurrence of such Indebtedness evidenced or other obligations by the securitization documents that Borrower or such Restricted Subsidiary is existing at the issue date of the Notes. • Subordinated indebtedness (subject to certain conditions to be agreed). • Indebtedness incurred to Refinance the Existing 2018 Notes, other than the Initial Notes (as defined in the Indenture) and Indebtedness incurred pursuant to the Senior Credit Agreement, up to the aggregate principal amount of 2018 Convertible Notes outstanding on the Issue Date. • Purchase money indebtedness of $10.0 million. • General indebtedness basket of the greater of $10.0 million and 10% of the Issuer’s consolidated EBITDA for the four most recently completed fiscal quarters. • Other indebtedness permitted under the Existing Credit Facility in effect as of the date hereof or customarily permitted under similar instruments terms of this type. Asset Sales The Issuer and its Restricted Subsidiaries will not make certain Asset Sales (as defined in the Indenture), except for: • Dispositions of assets (other than Brand Related IP (as defined in the Existing Credit Facility), including, for the avoidance of doubt, any conveyances of equity interests in order to effectuate sales of Brand Related IP) for the term of the Notes in the ordinary course of business up to $10.0 million. • Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole).Agreement;