Common use of Limitation on Debt and Liens Clause in Contracts

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have the meaning given to such terms in the Tranche I Notes and any waivers with respect to Section 6 of the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstanding, the Company will not, and will not permit its Subsidiaries to, without the prior written consent of each of the Investors, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Debt, and the Company will not issue any Disqualified Stock and the Company will not permit its Subsidiaries to issue shares of preferred stock except for: (a) Debt in an amount outstanding at any time not to exceed the greater of (i) $200 million in aggregate principal amount or (ii) 50% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect to any reductions or additions to assets in accordance with GAAP since the date of such balance sheet) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Subsidiaries; (d) Debt of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debt, the proceeds of which are used to refinance the Notes, or Debt which is pari passu with or subordinate in right of payment to the Notes, shall only be permitted if (x) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any assets other than the assets securing the Debt so refinanced, and any improvements or additions thereto, and (C) the refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity of the Debt being refinanced. For purposes of determining compliance with this Section 7.13, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f)).

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have During the meaning given to such terms in period beginning on the Tranche I Notes Closing Date and any waivers with respect to Section 6 of ending on the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstandingTermination Date, the Company will notshall refrain, and will not permit shall ensure that each of its Subsidiaries torefrains, (a) from incurring any Debt (including without limitation by issuing any Debt securities) or increasing the prior written consent amount of each any existing line of credit or other Debt facility beyond the Investorsamount outstanding on the date hereof, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any other than Permitted Debt, and the Company will not issue (b) from granting, establishing or maintaining any Disqualified Stock and the Company will not permit Lien on any of its Subsidiaries to issue shares assets, including without limitation any pledge of preferred stock except for: securities owned or held by it (a) Debt in an amount outstanding at including without limitation any time not to exceed the greater of securities issued by any such Subsidiary), other than (i) $200 million in aggregate principal amount or Permitted Liens, (ii) 50% any interest or title of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect a lessor under any capitalized lease obligation provided that such Liens do not extend to any reductions Property or additions assets which is not leased Property subject to assets in accordance with GAAP since the date of such balance sheetcapitalized lease obligation, (iii) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all Liens to finance Property or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business assets of the Company or any of its Subsidiaries; (d) Debt Subsidiary of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit acquired in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debtthe related purchase money Debt shall not exceed the cost of such Property or assets (including the cost of design, the proceeds of which are used to refinance the Notesdevelopment, or Debt which is pari passu with or subordinate in right of payment to the Notesimprovement, shall only be permitted if (xproduction, acquisition, construction, installation and integration) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any Property or assets of the Company or any Subsidiary of the Company other than the Property and assets securing the Debt so refinanced, acquired or constructed (and any improvements improvements) and (B) the Lien securing such purchase money Debt shall be created within ten (10) days of such acquisition, construction or additions theretoimprovement, (iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and (Cv) the refinancing Debt by its termsLiens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity warranty requirements of the Debt being refinanced. For purposes Company or any of determining compliance with this Section 7.13its subsidiaries, in the event that an item including rights of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, offset and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f))set off.

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have During the meaning given to such terms in period beginning on the Tranche I Notes Execution Date and any waivers with respect to Section 6 of ending on the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstandingTermination Date, the Company will notshall refrain, and will not permit shall ensure that each of its Subsidiaries torefrains, (a) from incurring any Debt (including without limitation by issuing any Debt securities) or increasing the prior written consent amount of each any existing line of credit or other Debt facility beyond the Investorsamount outstanding on the date hereof, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any other than Permitted Debt, and the Company will not issue (b) from granting, establishing or maintaining any Disqualified Stock and the Company will not permit Lien on any of its Subsidiaries to issue shares assets, including without limitation any pledge of preferred stock except for: securities owned or held by it (a) Debt in an amount outstanding at including without limitation any time not to exceed the greater of securities issued by any such Subsidiary), other than (i) $200 million Permitted Liens (including the imposition of any Permitted Lien after the Closing Date, provided that, upon the imposition of any mechanic's, tax or similar statutory lien, the Company shall use commercially reasonable efforts to remove such lien as soon as practicable (including without limitation contesting such lien in aggregate principal amount or good faith by appropriate proceedings)), (ii) 50% any interest or title of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect a lessor under any capitalized lease obligation provided that such Liens do not extend to any reductions property or additions assets which is not leased property subject to assets in accordance with GAAP since the date of such balance sheetcapitalized lease obligation, (iii) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all Liens to finance property or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business assets of the Company or any of its Subsidiaries; (d) Debt Subsidiary of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit acquired in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debtthe related purchase money Debt shall not exceed the cost of such property or assets (including the cost of design, the proceeds of which are used to refinance the Notesdevelopment, or Debt which is pari passu with or subordinate in right of payment to the Notesimprovement, shall only be permitted if (xproduction, acquisition, construction, installation and integration) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any property or assets of the Company or any Subsidiary of the Company other than the property and assets securing the Debt so refinanced, acquired or constructed (and any improvements improvements) and (B) the Lien securing such purchase money Debt shall be created within ten (10) days of such acquisition, construction or additions theretoimprovement, (iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and (Cv) the refinancing Debt by its termsLiens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity warranty requirements of the Debt being refinanced. For purposes Company or any of determining compliance with this Section 7.13its Subsidiaries, in the event that an item including rights of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, offset and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f))set off.

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have During the meaning given to such terms in period beginning on the Tranche I Notes Execution Date and any waivers with respect to Section 6 of the Tranche Notes received by the Company ending on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstandingthat is six (6) months following the Effective Date, the Company will notshall refrain, and will not permit shall ensure that each of its Subsidiaries torefrains, (a) from incurring any Debt (including without limitation by issuing any Debt securities) or increasing the prior written consent amount of each any existing line of credit or other Debt facility beyond the Investorsamount outstanding on the date hereof, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any other than Permitted Debt, and the Company will not issue (b) from granting, establishing or maintaining any Disqualified Stock and the Company will not permit Lien on any of its Subsidiaries to issue shares assets, including without limitation any pledge of preferred stock except for: securities owned or held by it (a) Debt in an amount outstanding at including without limitation any time not to exceed the greater of securities issued by any such Subsidiary), other than (i) $200 million Permitted Liens (including the imposition of any Lien after the Closing Date, provided that, upon the imposition of any mechanic's, tax or similar statutory lien, the Company shall use commercially reasonable efforts to remove such lien as soon as practicable (including without limitation contesting such lien in aggregate principal amount or good faith by appropriate proceedings)), (ii) 50% Liens on assets other than those which secure Subordinated Debt, (iii) any interest or title of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect a lessor under any capitalized lease obligation provided that such Liens do not extend to any reductions property or additions assets which is not leased property subject to assets in accordance with GAAP since the date of such balance sheetcapitalized lease obligation, (iii) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all Liens to finance property or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business assets of the Company or any of its Subsidiaries; (d) Debt Subsidiary of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit acquired in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debtthe related purchase money Debt shall not exceed the cost of such property or assets (including the cost of design, the proceeds of which are used to refinance the Notesdevelopment, or Debt which is pari passu with or subordinate in right of payment to the Notesimprovement, shall only be permitted if (xproduction, acquisition, construction, installation and integration) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any property or assets of the Company or any Subsidiary of the Company other than the property and assets securing the Debt so refinanced, acquired or constructed (and any improvements improvements) and (B) the Lien securing such purchase money Debt shall be created within ten (10) days of such acquisition, construction or additions theretoimprovement, (iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and (Cv) the refinancing Debt by its termsLiens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity warranty requirements of the Debt being refinanced. For purposes Company or any of determining compliance with this Section 7.13its subsidiaries, in the event that an item including rights of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, offset and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f))set-off.

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have During the meaning given to such terms in period beginning on the Tranche I Notes Execution Date and any waivers with respect to Section 6 of ending on the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstandingPreferred Stock Termination Date, the Company will notshall refrain, and will not permit shall ensure that each of its Subsidiaries torefrains, (a) from incurring any Debt (including without limitation by issuing any Debt securities) or increasing the prior written consent amount of each any existing line of credit or other Debt facility beyond the Investorsamount outstanding on the date hereof, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any other than Permitted Debt, and the Company will not issue (b) from granting, establishing or maintaining any Disqualified Stock and the Company will not permit Lien on any of its Subsidiaries to issue shares assets, including without limitation any pledge of preferred stock except for: securities owned or held by it (a) Debt in an amount outstanding at including without limitation any time not to exceed the greater of securities issued by any such Subsidiary), other than (i) $200 million Permitted Liens (including the imposition of any Lien after the Closing Date, provided that, upon the imposition of any mechanic's, tax or similar statutory lien, the Company shall use commercially reasonable efforts to remove such lien as soon as practicable (including without limitation contesting such lien in aggregate principal amount or good faith by appropriate proceedings)), (ii) 50% any interest or title of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect a lessor under any capitalized lease obligation provided that such Liens do not extend to any reductions property or additions assets which is not leased property subject to assets in accordance with GAAP since the date of such balance sheetcapitalized lease obligation, (iii) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all Liens to finance property or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business assets of the Company or any of its Subsidiaries; (d) Debt Subsidiary of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit acquired in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debtthe related purchase money Debt shall not exceed the cost of such property or assets (including the cost of design, the proceeds of which are used to refinance the Notesdevelopment, or Debt which is pari passu with or subordinate in right of payment to the Notesimprovement, shall only be permitted if (xproduction, acquisition, construction, installation and integration) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any property or assets of the Company or any Subsidiary of the Company other than the property and assets securing the Debt so refinanced, acquired or constructed (and any improvements improvements) and (B) the Lien securing such purchase money Debt shall be created within ten (10) days of such acquisition, construction or additions theretoimprovement, (iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and (Cv) the refinancing Debt by its termsLiens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity warranty requirements of the Debt being refinanced. For purposes Company or any of determining compliance with this Section 7.13its subsidiaries, in the event that an item including rights of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, offset and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f))set off.

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have the meaning given to such terms in the Tranche I Notes and any waivers with respect to Section 6 of the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstanding, the The Company will not, and will not permit its Subsidiaries to, without the prior written consent of each of the Investors, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Debt, and the Company will not issue any Disqualified Stock and the Company will not permit its Subsidiaries to issue shares of preferred stock except for: (a) Debt in an amount outstanding at any time not to exceed the greater of (i) $200 million in aggregate principal amount or (ii) 50% of the Company’s 's total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect to any reductions or additions to assets in accordance with GAAP since the date of such balance sheet) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s 's total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Subsidiaries; (d) Debt of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debt, the proceeds of which are used to refinance the Notes, or Debt which is pari passu with or subordinate in right of payment to the Notes, shall only be permitted if (x) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any assets other than the assets securing the Debt so refinanced, and any improvements or additions thereto, and (C) the refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity of the Debt being refinanced. For purposes of determining compliance with this Section 7.136, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the The Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a6(a) and 7.13(c6(c) (including the refinancing of Liens described in Section 7.13(c6(c) pursuant to Section 7.13(f6(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f6(f)).

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have the meaning given to such terms in the Tranche I Notes and any waivers with respect to Section 6 of the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstanding, the The Company will not, and will not permit its Subsidiaries to, without the prior written consent of each of the Investors, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Debt, and the Company will not issue any Disqualified Stock and the Company will not permit its Subsidiaries to issue shares of preferred stock except for: (a) Debt in an amount outstanding at any time not to exceed the greater of (i) $200 million in aggregate principal amount or (ii) 50% of the Company’s 's total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect to any reductions or additions to assets in accordance with GAAP since the date of such balance sheet) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s 's total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Subsidiaries; (d) Debt of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debt, the proceeds of which are used to refinance the Notes, or Debt which is pari passu with or subordinate in right of payment to the Notes, shall only be permitted if (x) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any assets other than the assets securing the Debt so refinanced, and any improvements or additions thereto, and (C) the refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity of the Debt being refinanced. For purposes of determining compliance with this Section 7.13, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f)).and

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have During the meaning given to such terms in period beginning on the Tranche I Notes Execution Date and any waivers with respect to Section 6 of ending on the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstandingTermination Date, the Company will notshall refrain, and will not permit shall ensure that each of its Subsidiaries torefrains, (a) from incurring any Debt (including without limitation by issuing any Debt securities) or increasing the prior written consent amount of each of any Debt beyond the Investorsamount outstanding on the date hereof, directly unless the Debt that is incurred or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any increased constitutes Permitted Debt, and the Company will not issue (b) from granting, establishing or maintaining any Disqualified Stock and the Company will not permit Lien on any of its Subsidiaries to issue shares assets, including without limitation any pledge of preferred stock except for: securities owned or held by it (a) Debt in an amount outstanding at including without limitation any time not to exceed the greater of securities issued by any such Subsidiary), other than (i) $200 million Permitted Liens (including the imposition of any Lien after the Closing Date, provided that, upon the imposition of any mechanic’s, tax or similar statutory lien that is material to the Company, the Company shall use commercially reasonable efforts to remove such lien as soon as practicable (including without limitation contesting such lien in aggregate principal amount or good faith by appropriate proceedings)), (ii) 50% any interest or title of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect a lessor under any capitalized lease obligation, provided that such Liens do not extend to any reductions property or additions assets which is not leased property subject to assets in accordance with GAAP since the date of such balance sheetcapitalized lease obligation, (iii) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all Liens to finance property or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business assets of the Company or any of its Subsidiaries; (d) Debt Subsidiary of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit acquired in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debtthe related purchase money Debt shall not exceed the cost of such property or assets (including the cost of design, the proceeds of which are used to refinance the Notesdevelopment, or Debt which is pari passu with or subordinate in right of payment to the Notesimprovement, shall only be permitted if (xproduction, acquisition, construction, installation and integration) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any property or assets of the Company or any Subsidiary of the Company other than the property and assets securing the Debt so refinanced, acquired or constructed (and any improvements improvements) and (B) the Lien securing such purchase money Debt shall be created within ten (10) days of such acquisition, construction or additions theretoimprovement, (iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and (Cv) the refinancing Debt by its termsLiens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity warranty requirements of the Debt being refinanced. For purposes Company or any of determining compliance with this Section 7.13its subsidiaries, in the event that an item including rights of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, offset and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f))set-off.

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have During the meaning given period beginning on the Execution Date and ending on the first to such terms in occur of (x) the Tranche I Notes Milestone Date and any waivers with respect to Section 6 of (y) the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstandingPreferred Stock Termination Date, the Company will notshall refrain, and will not permit shall ensure that each of its Subsidiaries torefrains, (a) from incurring any Debt (including without limitation by issuing any Debt securities) or increasing the prior written consent amount of each any existing line of credit or other Debt facility beyond the Investorsamount outstanding on the date hereof, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any other than Permitted Debt, and the Company will not issue (b) from granting, establishing or maintaining any Disqualified Stock and the Company will not permit Lien on any of its Subsidiaries to issue shares assets, including without limitation any pledge of preferred stock except for: securities owned or held by it (a) Debt in an amount outstanding at including without limitation any time not to exceed the greater of securities issued by any such Subsidiary), other than (i) $200 million Permitted Liens (including the imposition of any Lien after the Closing Date, provided that, upon the imposition of any mechanic's, tax or similar statutory lien, the Company shall use commercially reasonable efforts to remove such lien as soon as practicable (including without limitation contesting such lien in aggregate principal amount or good faith by appropriate proceedings)), (ii) 50% any interest or title of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect a lessor under any capitalized lease obligation provided that such Liens do not extend to any reductions property or additions assets which is not leased property subject to assets in accordance with GAAP since the date of such balance sheetcapitalized lease obligation, (iii) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all Liens to finance property or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business assets of the Company or any of its Subsidiaries; (d) Debt Subsidiary of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit acquired in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debtthe related purchase money Debt shall not exceed the cost of such property or assets (including the cost of design, the proceeds of which are used to refinance the Notesdevelopment, or Debt which is pari passu with or subordinate in right of payment to the Notesimprovement, shall only be permitted if (xproduction, acquisition, construction, installation and integration) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any property or assets of the Company or any Subsidiary of the Company other than the property and assets securing the Debt so refinanced, acquired or constructed (and any improvements improvements) and (B) the Lien securing such purchase money Debt shall be created within ten (10) days of such acquisition, construction or additions theretoimprovement, (iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and (Cv) the refinancing Debt by its termsLiens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity warranty requirements of the Debt being refinanced. For purposes Company or any of determining compliance with this Section 7.13its subsidiaries, in the event that an item including rights of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, offset and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f))set off.

Limitation on Debt and Liens. Capitalized terms used in this Section 7.13 but not otherwise defined herein shall have During the meaning given to such terms in period beginning on the Tranche I Notes Execution Date and any waivers with respect to Section 6 of ending on the Tranche Notes received by the Company on or prior to the date hereof shall be deemed as effective waivers for purposes of this Section 7.13. For so long as any Tranche Notes are outstandingTermination Date, the Company will notshall refrain, and will not permit shall ensure that each of its Subsidiaries torefrains, (a) from incurring any Debt (including without limitation by issuing any Debt securities) or increasing the prior written consent amount of each any existing line of credit or other Debt facility beyond the Investorsamount outstanding on the date hereof, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any other than Permitted Debt, and the Company will not issue (b) from granting, establishing or maintaining any Disqualified Stock and the Company will not permit Lien on any of its Subsidiaries to issue shares assets, including without limitation any pledge of preferred stock except for: securities owned or held by it (a) Debt in an amount outstanding at including without limitation any time not to exceed the greater of securities issued by any such Subsidiary), other than (i) $200 million Permitted Liens (including the imposition of any Lien after the Initial Closing Date, provided that, upon the imposition of any mechanic's, tax or similar statutory lien, the Company shall use commercially reasonable efforts to remove such lien as soon as practicable (including without limitation contesting such lien in aggregate principal amount or good faith by appropriate proceedings)), (ii) 50% any interest or title of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP and filed with the Securities and Exchange Commission after giving effect a lessor under any capitalized lease obligation provided that such Liens do not extend to any reductions Property or additions assets which is not leased Property subject to assets in accordance with GAAP since the date of such balance sheetcapitalized lease obligation, (iii) (and provided that Debt incurred pursuant to this clause (a) that is secured by a Lien on assets of the Company shall not exceed the greater of (i) $125 million in aggregate principal amount or (ii) 30% of the Company’s total consolidated assets (as set forth on its most recent balance sheet prepared in accordance with GAAP); (b) Debt in existence on the Issue Date or which as of the Issue Date the Company is obligated to issue thereafter, including Total Notes pursuant to the Total Purchase Agreement; (c) the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all Liens to finance Property or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business assets of the Company or any of its Subsidiaries; (d) Debt Subsidiary of the Company that is (i) contractually subordinated in right of payment to the Notes, (ii) matures 91 days after the Notes and (iii) is less than $50 million in aggregate principal amount at any one time outstanding; (e) Debt of the Company (A) in respect of performance, surety or appeal bonds or letters of credit acquired in the ordinary course of business, or (B) under interest rate, currency, commodity or similar xxxxxx, swaps and other derivatives entered into with one or more financial institutions that is designed to protect the Company against fluctuations in interest rates or currency exchange rates, commodity prices or other market fluctuations and is not entered into for speculative purposes; and (f) Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of (each a “refinancing”), (1) the Notes or (2) Debt incurred pursuant to clause (b) of this paragraph, and (3) Debt incurred pursuant to clause (c) of this paragraph, in each case in an aggregate principal amount not to exceed the principal amount of the Debt so refinanced (together with any accrued interest and any premium and other payment required to be made with respect to the Debt being refinanced or refunded, and any fees, costs, expenses, underwriting discounts or commissions and other payments paid or payable with respect to the Debt incurred pursuant to this clause (f)); provided, however, that (A) Debtthe related purchase money Debt shall not exceed the cost of such Property or assets (including the cost of design, the proceeds of which are used to refinance the Notesdevelopment, or Debt which is pari passu with or subordinate in right of payment to the Notesimprovement, shall only be permitted if (xproduction, acquisition, construction, installation and integration) in the case of any refinancing of the Notes or Debt which is pari passu to the Notes, the refinancing Debt is Incurred by the Company and made pari passu to the Notes or subordinated to the Notes, and (y) in the case of any refinancing of Debt which is subordinated to the Notes, the refinancing Debt is incurred by the Company and is subordinated to the Notes in a manner that is at least as favorable to the Holders as that of the Debt refinanced; (B) refinancing Debt with respect to Debt incurred pursuant to clause (c) of this paragraph shall not be secured by a Lien on any Property or assets of the Company or any Subsidiary of the Company other than the Property and assets securing the Debt so refinanced, acquired or constructed (and any improvements improvements) and (B) the Lien securing such purchase money Debt shall be created within ten (10) days of such acquisition, construction or additions theretoimprovement, (iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and (Cv) the refinancing Debt by its termsLiens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or by the terms of any agreement or instrument pursuant to which such Debt is issued, does not have a final maturity prior to the final maturity warranty requirements of the Debt being refinanced. For purposes Company or any of determining compliance with this Section 7.13its subsidiaries, in the event that an item including rights of Debt meets the criteria of more than one of the types of Debt described in the above clauses the Company, in its sole discretion, shall classify, offset and from time to time may reclassify, such item of Debt. For so long as any Tranche Notes remain outstanding, the Company will not create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except for (a) the Liens described in Section 7.13(a) and 7.13(c) (including the refinancing of Liens described in Section 7.13(c) pursuant to Section 7.13(f)), (b) Permitted Liens, and (c) any Liens in existence on the Issue Date (including the refinancing thereof pursuant to Section 7.13(f))set off.