Common use of Incurrence of Indebtedness Clause in Contracts

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.

Incurrence of Indebtedness. The Company shall not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently suffer to exist or otherwise, be or remain liable with respect toto any Indebtedness, or permit any Subsidiary so to do, whether secured or unsecured, or assume, guarantee, endorse or otherwise become responsible for payment directly or contingently liable in connection with any obligations of any other person or entity other than (collectivelyi) Indebtedness of the Company in favor of the Purchasers arising under this Agreement or any other Loan Document; (ii) Indebtedness of the Company in favor of Comerica arising under the Comerica Loan Agreement, “incur”(iii) Indebtedness set forth on the Company’s consolidated unaudited balance sheets as of March 31, 2008 as disclosed by the Company on Form 10-Q filed with the SEC on May 15, 2008, (iv) Indebtedness as disclosed on Schedule 5.12, (v) unsecured trade debt in the ordinary course of business; (vi) Indebtedness incurred to finance the purchase of equipment and/or inventory in the ordinary course of business not to exceed $250,000 in the aggregate in any fiscal year of the Company; (vii) any Indebtedness unsecured debt that is subordinated in writing to the debt owing by the Company to the Purchasers on terms reasonably acceptable to the Purchasers (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or identified as a consequence of the incurrence of any being such Indebtedness, by the Company and the Guarantors may incur Indebtedness Purchasers); and (includingviii) refinancing and renewals of any the items set forth above, Acquired Indebtedness), and Restricted Subsidiaries of provided that the principal amount is not increased or the terms modified to impose more burdensome terms upon the Company that are not Guarantors or its Subsidiary, as the case may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date be. For purposes of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.Section 5.12 and

Incurrence of Indebtedness. The So long as this Debenture is outstanding, the Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, incur or guarantee, acquireassume or suffer to exist any Indebtedness, become liableother than (i) the Indebtedness evidenced by this Debenture and the Other Debentures and (ii) Permitted Indebtedness. As used herein, contingently “Permitted Indebtedness” means (A) an aggregate amount of Indebtedness that is senior or otherwise, with respect to, or otherwise become responsible for pari passu in right of payment of to the Debentures (collectively, “incurPermitted Senior and Pari Passu Indebtedness”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed at any one time $20.0 million 25,000,000 and (B) Permitted Subordinated Indebtedness. “Permitted Subordinated Indebtedness” means Indebtedness that (x) is made expressly subordinate in right of payment to the Indebtedness evidenced by this Debenture and the Other Debentures on terms reasonably satisfactory to the holders of Debentures representing not less than a majority of the aggregate principal amount of the then outstanding Debentures and (y) does not provide at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of additional Indebtedness by any principal or premium, if any, thereon until at least 91 days after the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationMaturity Date.

Incurrence of Indebtedness. The Company Issuers shall not, and shall not permit any of its Restricted their Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guaranty or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “"incur”") any Indebtedness (other than Permitted Indebtedness)including the Notes and Acquired Debt) and shall not permit any of their Restricted Subsidiaries to issue any preferred stock; provided, however, that if that, so long as no Default or Event of Default shall have has occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtednessis continuing, the Company Issuers and the Guarantors any of their Restricted Subsidiaries may incur Indebtedness (includingincluding Acquired Debt) and the Issuers' Restricted Subsidiaries may issue preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 to 1, Acquired Indebtednessdetermined on a pro forma basis (including a pro forma application of the net proceeds therefrom), and as if the additional Indebtedness had been incurred or the preferred stock had been issued at the beginning of such four-quarter period; provided, further, however, that the amount of such Indebtedness, together with any Indebtedness incurred pursuant to clause (i) below, that is incurred by Restricted Subsidiaries of the Company Issuers that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceededexceed the sum of $15.0 million plus, with respect to any outstanding Indebtednesseach such Restricted Subsidiary, solely as a result of fluctuations in the exchange rate of currenciesSubsidiary Debt Limit. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies The foregoing provisions shall be measured as of the date of such calculation.not apply to:

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company, Polypore, Inc. and any Restricted Subsidiary of the Company and that is a guarantor of the Guarantors Senior Subordinated Notes may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors guarantors of the Senior Subordinated Notes may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 1.75 to 1.01.00; provided, further, that Holdings will not incur any Indebtedness other than Indebtedness permitted pursuant to clauses (2) and (6) of the definition of “Permitted Indebtedness”. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “"incur”") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 7.5 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 2.25 to 1.0. The maximum amount If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant such Subsidiary shall not be deemed to be exceededincurred by a Restricted Subsidiary as of such date (and, with respect if such Indebtedness is not permitted to any outstanding Indebtednessbe incurred as of such date under this Section 4.09, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as in Default of the date of such calculationthis Section 4.09.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, guarantee or otherwise become liable, directly or indirectly liable contingently or otherwise, with respect to, or otherwise become responsible for payment of to (collectively, “"incur”") any Indebtedness (other than Permitted Indebtednessincluding Acquired Debt); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. The provisions of the first paragraph of this covenant will not apply to the incurrence of any of the following (collectively, "Permitted Debt"): (i the incurrence by the Company or its Restricted Subsidiaries of Indebtedness under the Revolver under the Credit Agreement in an aggregate amount not to exceed the greater of $35.0 million at any time outstanding and the Borrowing Base as of such date, less the aggregate amount of all Net Proceeds of Asset Sales applied to repay any such Indebtedness pursuant to this covenant shall not be deemed clause (i) of the second paragraph of Section 4.10; (ii the incurrence by the Company of reimbursement or term loan obligations of up to be exceeded, $20.0 million arising with respect to any outstanding Indebtedness, solely the LC Facility under the Credit Agreement to the extent such reimbursement or term loan obligations arise as a result of fluctuations actual cash payments having been made under such facility for the benefit of the Company in connection with the exchange rate of currencies. When calculating capacity for Eau Claire IRBs or the incurrence of additional Indebtedness to cash collateralize the LC Facility if Indebtedness under the Credit Agreement has been accelerated; (iii the incurrence by the Company of Indebtedness represented by the Notes; (iv the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (v the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness 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 construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary (or purchase of the outstanding Capital Stock of a Person that owns such property, plant or equipment), in an aggregate principal amount not to exceed at any one time outstanding the greater of $5.0 million or 5% of the Company's net tangible assets (determined in accordance with GAAP applied on a consistent basis) as of the most recent quarterly balance sheet date; (vi the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in connection with the acquisition of assets or a new Restricted Subsidiary; provided that such Indebtedness was incurred by the prior owner of such assets or such Restricted Subsidiary prior to such acquisition by the Company or one of its Restricted Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by the Company or one of its Restricted Subsidiaries; and provided, further, that the principal amount (or accreted value, as applicable) of such Indebtedness, together with any other outstanding Indebtedness incurred pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculation.clause (vi), does not exceed $5.0 million;

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Company date on which such additional Indebtedness is incurred would have been greater than at least 2.0 to 1.0. The maximum ; provided, further, that the amount of Indebtedness that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $75.0 million at any one time outstanding. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and its Restricted Subsidiaries in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may incur pursuant to this covenant be. Unsecured Indebtedness shall not be deemed treated as subordinated or junior to the Secured Debt merely because it is unsecured and Senior Debt shall not be exceeded, treated as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationsame collateral.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Company date on which such additional Indebtedness is incurred would have been greater than at least 2.0 to 1.0. The maximum ; provided, further, that the amount of Indebtedness that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $100 million and (y) 5.0% of the Company’s Total Assets at any one time outstanding. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and its Restricted Subsidiaries in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may incur pursuant to this covenant be. Unsecured Indebtedness shall not be deemed treated as subordinated or junior to the Secured Debt merely because it is unsecured and Senior Debt shall not be exceeded, treated as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationsame collateral.

Incurrence of Indebtedness. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), i) the Borrower and its Restricted Subsidiaries (other than TransDigm and its Restricted Subsidiaries) may, subject to the provisions of the Company that are not Guarantors may following sentence, incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstandingIndebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Borrower would have been greater than 2.0 1.75 to 1.0. The maximum amount of Indebtedness 1.0 and (ii) notwithstanding that the Company Borrower and its Restricted Subsidiaries (other than TransDigm and its Restricted Subsidiaries) may not be entitled to incur Indebtedness pursuant to clause (i) above, TransDigm and any of its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result Indebtedness in each case if on the date of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by such Indebtedness, after giving effect to the Company and its Restricted Subsidiaries pursuant incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of TransDigm would have been at least 2.0 to this covenant the exchange rate of currencies shall be measured as of the date of such calculation1.0.

Incurrence of Indebtedness. The So long as any of the Notes are outstanding, the Company shall not, and shall not permit any of its Restricted Subsidiaries towithout obtaining prior approval from the Required Holders, directly or indirectlyenter into, create, incur, issueassume or suffer to exist any indebtedness of any kind other than (a) indebtedness existing on the date hereof; (b) indebtedness of the Company to its Subsidiary; (c) indebtedness arising out of trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith; (d) indebtedness arising from the honoring by a bank or other financial institution of a check, assumedraft or similar instrument; (e) indebtedness which is subject and subordinate in right of payment to the right of the Holders to receive the prior indefeasible payment and satisfaction in full of the obligations under the Notes; (f) indebtedness arising under customary inventory and receivable bank financing; and (g) indebtedness the net proceeds from which is used to pay the outstanding Notes in full in accordance with their terms. The Company shall not (a) modify the terms or maturity of any indebtedness in any material respect, guaranteeexcept the Company may modify the terms of such indebtedness to extend the maturity thereof, acquireto defer the timing of any payments in respect thereof, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment to cancel any portion of (collectively, “incur”) any Indebtedness such indebtedness (other than Permitted Indebtedness); provided, however, that if no Default pursuant to payments in the form of cash or Event of Default shall have occurred and be continuing at the time of or as a consequence other assets of the incurrence Company) or to reduce the interest rate or any fees in connection therewith, or (b) prepay any material indebtedness in the form of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, Acquired Indebtedness), and Restricted Subsidiaries cash or other assets of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on without obtaining the date of approval from the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationRequired Holders.

Incurrence of Indebtedness. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed $20.0 million at any time outstanding, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Company date on which such additional Indebtedness is incurred would have been greater than at least 2.0 to 1.0. The maximum ; provided, further, that the amount of Indebtedness that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $50.0 million at any one time outstanding. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and its Restricted Subsidiaries in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may incur pursuant to this covenant be. Unsecured Indebtedness shall not be deemed treated as subordinated or junior to the Secured Debt merely because it is unsecured and Senior Debt shall not be exceeded, treated as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness by the Company and its Restricted Subsidiaries pursuant to this covenant the exchange rate of currencies shall be measured as of the date of such calculationsame collateral.

Incurrence of Indebtedness. The Borrower and Parent Company shall not, will not and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, to (i) create, incur, issueassume or suffer to exist any indebtedness, or issue or suffer to exist any preferred equity interests (exclusive of unsecured trade debt and debt incurred to finance the purchase of equipment and/or inventory in the ordinary course of business) whether secured or unsecured; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, endorse or otherwise become responsible directly or contingently liable in connection with any obligations of any other person or entity, except the endorsement of negotiable instruments by the Parent Company or any of its Subsidiaries for payment deposit or collection or similar transactions in the ordinary course of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness)business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause; provided, however, that if the foregoing limitation shall not apply to (x) the Borrower's indebtedness to the Purchasers hereunder, (y) indebtedness and preferred equity interests set forth on Schedule 5.13 attached hereto and made a part hereof and any refinancings or replacements thereof on terms no Default less favorable to the Purchasers than the indebtedness or Event preferred equity interests being refinanced or replaced, (z) additional indebtedness incurred, and/or preferred equity issuances issued (with the amount of Default shall have occurred and be continuing at such preferred equity interests to equal the time of or as a consequence greater of the incurrence of any such Indebtedness, the Company liquidation preference with respect thereto and the Guarantors may incur Indebtedness (including, Acquired Indebtednessmaximum fixed repurchase price with respect thereto), and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness in an aggregate amount not to exceed one million dollars ($20.0 million 1,000,000.00) in the aggregate at any time outstanding, in each case if on so long as the date obligation of the incurrence of such Indebtedness, after giving effect to the incurrence thereofBorrower, the Consolidated Fixed Charge Coverage Ratio Parent Company and/or any of its Subsidiaries to repay such indebtedness and/or redeem such preferred equity interests incurred or issued, as the Company would have been greater than 2.0 to 1.0. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries case may incur be, pursuant to this covenant clause (z), shall not be deemed unsecured and expressly subordinated (in writing in a form acceptable to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations the Purchasers in the exchange rate of currencies. When calculating capacity for Purchasers sole discretion) to the incurrence of additional Indebtedness by the Company Borrower, Parent Company's and its Restricted Subsidiaries pursuant Subsidiaries' obligations to the Purchasers under this covenant Agreement and the exchange rate of currencies shall be measured as Loan Documents, including, without limitation, its obligation to payment in full of the date of such calculationSecured Notes.