Common use of Indebtedness; Disqualified Stock Clause in Contracts

Indebtedness; Disqualified Stock. or Preferred Stock of a Subsidiary that is not a Guarantor that Refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or (z) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or a Restricted Subsidiary that Refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; (xviii) (w) Settlement Indebtedness, (x) Indebtedness arising from Cash Management Services, (y) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business 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 $1.00 of additional 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, however, that, on a pro forma basis, together with any amounts Incurred or 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 (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) otherwise constituting Investments permitted under this Agreement; -114-

Indebtedness; Disqualified Stock. or Preferred Stock of a Restricted Subsidiary or the Borrower owing to the Borrower or another Restricted Subsidiary; provided that is not if the Borrower or a Guarantor that Refinances Loan Party Incurs such Indebtedness, Disqualified Stock or Preferred Stock of owing to a Guarantor; or (z) 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 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 Restricted Subsidiary; (l) Indebtedness or Disqualified Stock of the Company Borrower or a any Restricted Subsidiary that Refinances and Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, 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 (l), does not exceed the greater of (x) $195,000,000 and (y) 60.0% of Consolidated EBITDA of the Group Parties, at any one time outstanding (the “General Debt Basket”), plus, in the case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (l) or any portion thereof, the aggregate amount of an Unrestricted Subsidiary; (xviii) (w) Settlement Indebtedness, (x) Indebtedness arising from Cash Management Services, (y) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (z) other Indebtedness in respect of netting services, automated clearinghouse arrangements, overdraft protections and similar arrangements, in each case, Incremental Amounts incurred in connection with deposit accounts; such refinancing (xix) it being understood that any Indebtedness of the Company Borrower Incurred 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 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)); (m) any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of the Company Borrower or any of its Restricted Subsidiaries Incurred to finance any investment so long as the Incurrence of such Indebtedness or acquisition or (y) Acquired Indebtedness of other obligations by the Company Borrower or any of its such Restricted Subsidiaries; provided that, in either case, after giving effect to Subsidiary is permitted under 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 $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) terms 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, however, that, on a pro forma basis, together with any amounts Incurred or 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 (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) otherwise constituting Investments permitted under this Agreement; -114-;

Indebtedness; Disqualified Stock. or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that Refinances refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or (zC) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or a Restricted Subsidiary that Refinances refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and (xviii4) (w) Settlement Indebtedness, (x) Indebtedness arising from Cash Management Services, (y) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course case of business and (z) other Refinancing Indebtedness incurred in respect of netting servicesIndebtedness 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, automated clearinghouse arrangements, overdraft protections such Refinancing Indebtedness ranks equal or junior in right of payment with the Obligations and similar arrangements, 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 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 (B) secured by Liens on the Collateral ranking junior in each case, in connection with deposit accountspriority to the Liens on the Collateral securing the Obligations shall be subject to a Junior Priority Intercreditor Agreement; (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) (xxviii) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or and/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 SubsidiariesGuarantors; provided that, in either case, at the time of incurrence or issuance thereof and after giving pro forma effect to thereto and the transactions that result in the Incurrence or issuance use of proceeds thereof, on a pro forma basis, either (a) the Company Borrower would be permitted to Incur at least $1.00 aggregate principal amount of additional 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, however, that, on a pro forma basis, together with any amounts Incurred or 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 then outstanding and incurred or issued, as applicable, pursuant to this clause (xxiiixviii) (when aggregated with the aggregate principal amount of Refinancing Indebtedness incurred pursuant to Section 6.3(b)(xvii) in respect of such Indebtedness then outstanding) shall be incurred not, except as contemplated by Section 6.3(b)(xvii), exceed an amount equal to 100.0% of the net proceeds received by the Borrower since immediately after the Issue Date from the issue or sale of Equity Interests of the Borrower or cash contributed to the capital of the Borrower (other than 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 Subsidiaries that are not GuarantorsPayments pursuant to clause (2) of Section 6.1(a) or to make Permitted Investments (other than Permitted Investments specified in any of clauses (a), (b) and (e) of the definition thereof); (xxivxix) Indebtedness of the incurrence by Borrower and/or any Restricted Subsidiary under any Derivative Transaction that was, at the Company Borrower and any Guarantor of Indebtedness represented by the Senior Notes and the guarantees thereoftime entered into, as applicablenot for speculative purposes; (xxvxx) Guarantees Indebtedness of the Borrower and/or any Restricted Subsidiary representing (A1) Incurred 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 business, consistent with past practice or consistent with industry norm of the Borrower and/or its Subsidiaries and (2) deferred compensation or other similar arrangements in respect of obligations of (connection with any Investment or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) otherwise constituting Investments any acquisition permitted under this Agreement; -114-;

Indebtedness; Disqualified Stock. or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that Refinances refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or (zC) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or a Restricted Subsidiary that Refinances refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and (xviii4) (w) Settlement Indebtedness, (x) Indebtedness arising from Cash Management Services, (y) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course case of business and (z) other Refinancing Indebtedness incurred in respect of netting servicesIndebtedness that is secured by Liens on the Collateral that are equal in priority (without regard to control of remedies) with the Obligations, automated clearinghouse arrangementssuch Refinancing Indebtedness ranks equal or 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 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 (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, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; (xix) that any Refinancing Indebtedness of that is secured shall have the Company Borrower same 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 junior Lien priority of such letter of credit or bank guarantee; (xx) Contribution Indebtedness that was refinanced by such Refinancing 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) (xxviii) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or and/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 SubsidiariesGuarantors; provided that, in either case, at the time of incurrence or issuance thereof and after giving pro forma effect to thereto and the transactions that result in the Incurrence or issuance use of proceeds thereof, on a pro forma basis, either (a) the Company Borrower would be permitted to Incur at least $1.00 aggregate principal amount of additional 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, however, that, on a pro forma basis, together with any amounts Incurred or 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 then outstanding and incurred or issued, as applicable, pursuant to this clause (xxiiixviii) shall be (when aggregated with the aggregate principal amount of Refinancing Indebtedness incurred by Restricted Subsidiaries that are not Guarantors; (xxivpursuant to Section 6.3(b)(xvii) 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 such Indebtedness then outstanding) shall not, except as contemplated by Section 6.3(b)(xvii), exceed an amount equal to 100.0% of the net proceeds received by the Borrower since immediately after the Issue Date from the issue or sale of Equity Interests of the Borrower or cash contributed to the capital of the Borrower (other than proceeds of Disqualified Stock or tosales of Equity Interests to the Borrower or any of its Subsidiaries) suppliersto the extent such net proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (2) of Section 6.1(a) or to make Permitted Investments (other than Permitted Investments specified in any of clauses (a), customers, franchisees, lessors (b) and licensees that, in each case, are non-Affiliates or (Be) otherwise constituting Investments permitted under this Agreement; -114-of the definition thereof);

Indebtedness; Disqualified Stock. or Preferred Stock of a Restricted Subsidiary or a Borrower owing to another Borrower or another Restricted Subsidiary; provided that is not (x) if a Guarantor that Refinances Borrower or a Loan Party Incurs such Indebtedness, Disqualified Stock or Preferred Stock of owing to a Guarantor; or (z) 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 Company Borrower Intercompany Subordination Agreement and (y) any subsequent issuance or a transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that Refinances lending such Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; (xviii) (w) Settlement Indebtedness, (x) Indebtedness arising from Cash Management Services, (y) Indebtedness arising from the honoring by ceasing to be a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business 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 Restricted Subsidiary or any Restricted Subsidiary other subsequent transfer 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 any 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 (except to a Borrower or any of its another Restricted Subsidiaries Incurred to finance any investment or acquisition or (ySubsidiary) Acquired Indebtedness of the Company Borrower or any of its Restricted Subsidiaries; provided thatshall be deemed, in either each case, after giving effect to the transactions that result in the be an Incurrence or issuance thereof, on a pro forma basis, either (a) the Company Borrower would be permitted to Incur at least $1.00 of additional 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, however, that, on a pro forma basis, together with any amounts Incurred or 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 not permitted by this clause (i); (j) Swap Contracts and 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 any one time Borrower or any Restricted Subsidiary; (l) Indebtedness or Disqualified Stock of any Borrower or any of their Restricted Subsidiaries and Preferred Stock of any of their Restricted Subsidiaries in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, Incurred pursuant to this clause (xxiiil), does not exceed the greater of (x) shall be incurred by Restricted Subsidiaries that are not Guarantors; $40,000,000 and (xxivy) the incurrence by the Company Borrower and 40% of Consolidated EBITDA, at any Guarantor of Indebtedness represented by the Senior Notes and the guarantees thereofone time outstanding, as applicable; (xxv) Guarantees (A) Incurred plus, in the ordinary course case of business in respect any refinancing of obligations of (any Indebtedness, Disqualified Stock or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) otherwise constituting Investments permitted under this Agreement; -114-Preferred Stock

Indebtedness; Disqualified Stock. preferred stock or Preferred Stock preference shares (A) of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) Parent or any Restricted Subsidiary or (B) incurred or issued to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by Parent or a Restricted Subsidiary; provided, however, with respect to this clause ‎(xii), that is not a Guarantor that Refinances at the time of the acquisition or other transaction pursuant to which such Indebtedness, Disqualified Stock Stock, preferred stock or Preferred Stock of a Guarantor; preference shares were deemed to be incurred or (z) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or a Restricted Subsidiary that Refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; (xviii) (w) Settlement Indebtednessissued, (x) Indebtedness arising from Cash Management Services, (y) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business 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 Parent would have been able 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 incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in ‎‎Section 4.06(a) after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Indebtedness or issuance of such Disqualified Stock, preferred stock or preference shares pursuant to this clause (a‎(xii) of this Section 6.1 or (by) the Fixed Charge Coverage Ratio of for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Company Borrower and its Restricted Subsidiaries date on which such additional Indebtedness is incurred or Disqualified Stock or preferred stock is, or preference shares are, issued pursuant to this clause ‎(xii), taken as one period, would not be less than it was immediately prior to such transactions; provided, however, that, on a giving pro forma basis, together with any amounts Incurred effect to such acquisition or issued, as applicable, other transaction 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 such Indebtedness represented by the Senior Notes and the guarantees thereofor issuance of such Disqualified Stock, as applicable; (xxv) Guarantees (A) Incurred in the ordinary course of business in respect of obligations of (preferred stock or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) otherwise constituting Investments permitted under this Agreement; -114-preference shares;