Common use of Debt Clause in Contracts

Debt. No Originator shall create, incur, assume or permit to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Loan Documents; (ii) deferred taxes, Debt under the Second Lien Loan Documents in an aggregate principal amount not to exceed $350,000,000; (iii) unfunded pension fund Debt incurred solely to finance Permitted Developments not to exceed in the aggregate, when taken together with any equity proceeds referred to in Section 5.02(f)(viii)(A), $140,000,000; (iv) Debt secured by Liens permitted by Section 5.02(a)(v) not to exceed in the aggregate $25,000,000 at any time outstanding; (v) to the extent constituting Debt, (A) payment obligations under Secured Hedge Agreements and other employee benefit plan (B) obligations under the Borrower’s fuel oil inventory financing program relating to (x) Mystic I, not to exceed in the aggregate at any time 750,000 bbls and liabilities (y) Fore River, not to exceed in the aggregate at any time 700,000 bbls; (vi) to the extent permitted under applicable lawSection 5.02(l) and constituting Debt, obligations under any (A) Permitted Commodity Hedge and Power Sale Agreements and (B) other Commodity Hedge and Power Sale Agreements with net exposure thereunder not to exceed in the aggregate at any time $100,000,000; (vii) Debt owed to any Loan Party, which Debt shall (x) constitute Pledged Debt, (ivy) endorser liability be subordinated pursuant to the Terms of Subordination and (z) be otherwise permitted under Section 5.02(f); (viii) Capitalized Leases not to exceed in connection with the endorsement aggregate $20,000,000 for Fore River, $40,000,000 for Mystic Development and $15,000,000 for Mystic I, in each case, at any time outstanding; (ix) to the extent constituting Debt, Debt in respect of negotiable instruments for deposit performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or collection pay obligations and similar obligations incurred in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such business and not in connection with Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that Borrowed Money; (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated other unsecured Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) Loan Parties issued in settlement of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any delinquent obligation of the Debt permitted pursuant to clause (vi) Loan Parties or (vii) above which does not have disputes between the effect Loan Parties and other Persons under Contractual Obligations of increasing the principal amount thereof Loan Parties (other than in respect of Debt); (xi) Guaranteed Debt of any Loan Party in respect of any Debt otherwise permitted to add accrued interest, fees or related expenses be incurred under this Section 5.02(b); (xii) endorsements of negotiable instruments for collection; (xiii) (without duplication) Surviving Debt; and (xiv) other unsecured Debt of the Loan Parties in an aggregate amount not to such principal amount)exceed $50,000,000 at any time outstanding.

Debt. No Originator shall None of the Obligors or their Subsidiaries (other than Unrestricted Entities) and none of the Partnerships will incur, create, incur, assume or permit to exist any Debt Debt, except: (a) the Notes or other than Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of a type described the Borrower disclosed in parts Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under leases permitted under Section 9.08; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Obligor’s Oil and Gas Properties; (f) or Debt of the Obligors under Hedging Agreements permitted under Section 9.02; (g) Intercompany Debt; provided, that, (i) any such Intercompany Debt shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (ii) such Intercompany Debt in excess of $250,000 shall be evidenced by an Intercompany Note pledged to secure the Obligations and in the possession of the definition Administrative Agent; (h) Debt of such term in Annex X) except the Borrower to RAI arising under the Tax Matters Agreement and Transition Services Agreement; and (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Subsidiaries to not otherwise described under subparagraphs (2a) the sum of the total consolidated Debt through (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (viih) above which does not have to exceed $5,000,000 in the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)aggregate.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) in the case of Holding, (A) Debt under the Loan Documents, (B) Debt in an aggregate principal amount not to exceed $5,000,000 at any time outstanding to certain members of management of the Borrower in exchange for their equity ownership interests in Holding, provided that (w) such Debt is subordinated in right of payment to the Obligations of Holding under the Loan Documents on terms and conditions reasonably satisfactory to the Lender Parties, (x) such Debt shall not bear interest on a cash basis prior to the Termination Date, (y) the final maturity of such Originator Debt is after the Termination Date and (z) there is no amortization of such Debt on or prior to CRLLCthe Termination Date, and (C) Debt under the 13% Subordinated Notes due May 31, 2009 issued by Holding. (ii) in the case of the Borrower and its Subsidiaries, the Permanent Debt in an aggregate principal amount not to exceed $115,000,000; (iii) Debt owed to the Borrower by any Affected Party, any Purchaser Indemnified Person, wholly-owned Subsidiary of the Borrower or Debt owed to a wholly-owned Subsidiary of the Borrower by the Borrower or any other Person expressly permitted wholly-owned Subsidiary of the Borrower, provided that any such Debt shall be (A) evidenced by this Agreement or any other Related Document, a promissory note and (iiB) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities pledged in favor of the Lender Parties pursuant to the extent permitted under applicable law, terms of the Security Agreement; and (iv) endorser liability in connection with the endorsement case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $7,500,000 at any time outstanding, (C) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, (D) unsecured Debt incurred in the ordinary course of business for the deferred purchase price of property or services, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $7,500,000 at any one time outstanding, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (vF) unsecured Debt arising out (whether or not of the Credit Facility, types described above in clauses (viA) existing Debt described on Schedule 4.03(kthrough (D), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not to exceed $1,000,000 3,750,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt Debt, except: (other than a) Debt of a type the Borrower under this Agreement or the Notes; (b) Existing Debt set forth in the financial statements delivered to the Banks pursuant to Section 5.5, including Funded Debt described in parts Schedule 5.10 hereto, of the Borrower and its Subsidiaries, or in the financial statements delivered to the Administrative Agent and the Banks pursuant to Section 5.5, including renewals, extensions or refinancings thereof, provided that the principal amount of such Debt does not increase; (c) Debt of the Borrower which is subordinated to the Borrower's obligations under this Agreement and the Notes in a manner satisfactory in all respects to the Administrative Agent and the Banks in their sole and absolute discretion; (d) Debt of the Borrower to any Subsidiary or of any Subsidiary to the Borrower or another Subsidiary, provided, however, that the outstanding principal amount of any such Debt owing from any Subsidiary to the Borrower and/or another Subsidiary shall not exceed the aggregate of $7,500,000 (excluding management charges owed by any Subsidiary to the Borrower and excluding Debt incurred by any Subsidiary to the Borrower or another Subsidiary in connection with a Acceptable Acquisition) at any time, for each of the Subsidiaries or the Borrower; (e) Debt of the Borrower or any Subsidiary owing to any of the Banks in connection with any obligations related to hedging foreign currencies or other financial arrangements for the purpose of assuring against credit losses, including any Interest Rate Protection Agreement described in Section 2.15 and any contingent obligations, arising from swaps or swap agreements, derivatives, currency exchanges or similar exchange agreements and similar risk hedging agreements or transactions entered into by the Borrower or any of the Subsidiaries with any of the Banks; (f) Debt of the Borrower or any such Subsidiary secured by purchase money Liens permitted by Section 7.3; (g) Debt in respect of the definition undrawn portion of such term the face amount of letters of credit issued for the account of the Borrower or any of its Subsidiaries by any Bank, in Annex Xan aggregate amount not exceeding $2,500,000 at any time outstanding; (h) except Debt in the nature of guarantees which are permitted by Section 7.2; (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, Person which becomes a Subsidiary of the Borrower in connection with an Acceptable Acquisition permitted by Section 7.11 or Debt which is acquired and assumed by the Borrower or any other of its Subsidiaries in connection with an Acceptable Acquisition permitted by Section 7.11; provided that such Debt was in existence and outstanding prior to and on the date that such Person expressly became a Subsidiary or such Acceptable Acquisition was consummated, and suc Debt was not created in contemplation of such Person becoming a Subsidiary or such Acceptable Acquisition being consummated, and any renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; and provided, however, that the Debt permitted by this Agreement subclause (i) shall not include Funded Debt, together with commitments for Funded Debt, in excess of $5,000,000 (excluding permitted Debt pursuant to Section 7.1(a)) per Acceptable Acquisition or $10,000,000 (excluding permitted Debt pursuant to Section 7.1(a)) in the aggregate at any other Related Documenttime that, in either case, (iiA) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection is in the ordinary course nature of businessa line of credit, term loan facility, or other revolving credit facility (vwhether advanced or unadvanced) unsecured or (B) is secured by any type of blanket Lien on receivables, equipment, inventory, intellectual property and/or general intangibles (unless otherwise permitted by Section 7.3(k)); (j) [intentionally omitted]; (k) Debt arising out of the Credit Facility, Borrower secured by Liens pursuant to Sections 7.3 (vib) existing - (g) and (l); and (l) other Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose not in excess of financing all or any part of such Originator's cost of acquiring any fixed asset provided that $5,000,000 in the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).

Debt. No Originator The Borrowers shall not, either directly or indirectly, create, incurassume, assume incur or permit to exist have outstanding any Debt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) the Obligations under this Agreement and the other Loan Documents; (b) obligations of the Borrowers for Taxes, assessments, municipal or other governmental charges; (c) obligations of the Borrowers for accounts payable, other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLCfor money borrowed, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection incurred in the ordinary course of business, ; (vd) unsecured Debt arising out Subordinated Debt; (e) Hedging Obligations incurred in favor of the Credit Facility, Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (vi) existing Debt described on Schedule 4.03(k), (viif) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset Capital Expenditures, other than Capital Expenditures constituting Permitted Acquisitions, provided that the aggregate outstanding principal amount of all such Debt for outstanding at any and all Originator's combined time shall not exceed One Million and no/100 Dollars ($1,000,000 1,000,000.00); (g) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (h) performance guaranties issued by the Borrowers of the operating obligations of their Subsidiaries made in the ordinary course of Borrowers’ business; provided, however, such guaranties shall exclude any guaranty of the payment of such Subsidiaries’ monetary obligations; (i) other unsecured Subordinated Debt, in addition to the Debt listed above, in an aggregate amount outstanding at any one timetime not to exceed One Million and 00/100 Dollars ($1,000,000.00); and (viiij) any other unsecured Debtrevolving loan facility Debt or Debt incurred in connection with advance payment or performance guaranties, non-recourse Debt and Capital Lease Obligations each to the extent incurred by Borrowers’ foreign Subsidiaries after the date hereof, provided, (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (xi) the applicable foreign Subsidiary uses good faith efforts to utilize Lender or an Affiliate of Lender to obtain such financing (considering all of the business circumstances involved) and it is determined to be impractical for the applicable foreign Subsidiary to obtain such financing from Lender or any of Lender’s Affiliates, whether utilizing Letters of Credit issued under this Agreement or otherwise; and (ii) the total aggregate allocated principal outstanding amount of such Capital Lease Obligations Debt incurred after the date hereof does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)5,000,000.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Loan Documents; (ii) deferred taxes, unsecured Intercompany Debt permitted by Section 5.02(f)(v); provided that such Debt (A) is subordinated in right of payment to the Debt of the Borrower under this Agreement and its Notes and (B) does not contravene any other contractual restriction binding on or affecting the indebted Person; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent Debt secured by any Lien permitted under applicable law, by Section 5.02(a)(v) or (vi); (iv) endorser liability unsecured Debt incurred in connection with the ordinary course of business for the deferred purchase price of property or services, maturing within one year from the date created; (v) Debt consisting of (A) guarantees by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness and (B) guarantees of the obligations of the Borrower or any Subsidiary of the Borrower; (vi) Debt consisting of obligations as lessee permitted by Section 5.02(c); (vii) Debt consisting of reimbursement or other obligations with respect to letters of credit which do not support in any way Debt of a Person other than such Borrower or any of its Subsidiaries; (viii) unsecured Debt, evidenced by promissory notes or other instruments (including Commercial Paper), sold, issued or incurred by the Borrower from time to time after the date hereof ranking pari passu with or subordinated in right of payment to the Debt of the Borrower under this Agreement and its Notes (the "Additional Unsecured Debt" of the Borrower); provided that (A) all Unsecured Debt Documents shall have been delivered to the Agent and the Lenders, together with such other information relating to the sale, issuance or incurrence of the Additional Unsecured Debt as any Lender through the Agent shall have reasonably requested, at least 20 days prior to the sale, issuance or incurrence of such Additional Unsecured Debt, (vB) unsecured such Unsecured Debt arising out Documents shall be in form and substance and contain terms and provisions satisfactory to the Agent and the Majority Lenders (including, unless the Net Cash Proceeds of the Credit Facilitysale, issuance or incurrence of such Additional Unsecured Debt have previously been applied to repay in full all amounts outstanding under this Agreement, the Notes and the other Loan Documents after termination of the Lenders' Commitments, terms and provisions providing for scheduled amortization of not more than 25% of the aggregate principal amount of such Additional Unsecured Debt prior to December 31, 2005), (C) the Borrower shall have entered into such amendments to this Agreement and the other Loan Documents as the Agent and the Lenders shall have reasonably requested as a condition precedent to their approval of the terms and conditions of the Additional Unsecured Debt, (D) 100% of the Net Cash Proceeds of the sale, issuance or incurrence of such Additional Unsecured Debt are used to prepay the A Advances in accordance with Section 2.10(b)(iii) and to reduce the respective Commitments of the Lenders pursuant to Section 2.05, (E) the representations and warranties contained in Section 4.01 and in each other Loan Document shall be true and correct on and as of the date of sale, issuance or incurrence of the Additional Unsecured Debt, before and after giving effect to such sale, issuance or incurrence, as though made on and as of such date and (F) no event shall have occurred and be continuing, or would result from the sale, issuance or incurrence of the Additional Unsecured Debt or any other action or transaction contemplated thereby, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; or (ix) any extension, refunding or renewal of any Debt permitted by clauses (i), (ii), (iv), and (vii) hereof, and any extension or renewal of any Debt permitted by clause (viii) hereof, not resulting in an increase in the principal amount then outstanding or change in any direct or contingent obligor thereof; provided that the aggregate principal amount of Debt referred to in clauses (iv), (v)(B), (vi) existing Debt described on Schedule 4.03(k), and (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to outstanding for the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%Subsidiaries, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)on a Consolidated basis.

Debt. No Originator shall create, incur, assume (i) Create or permit suffer to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLCif, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) immediately after giving effect to such Debt and the incurrence receipt and application of any New Debtproceeds thereof, the ratio (expressed as a percentage) aggregate amount of (1) Debt of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Subsidiaries to consolidated Subsidiaries, on a consolidated basis, would exceed (2A) for the period from the Effective Date through the date eighteen months thereafter, 75%, and (B) at anytime thereafter, 65%, of the sum of the total consolidated Debt (including without limitation New Debt) stockholders' equity of Cone ▇▇▇▇▇ the Borrower and its Subsidiaries plus as shown on the most recent consolidated Net Worth balance sheet required to be delivered to the Banks pursuant to Section 5.01(b), and the aggregate amount of Cone ▇▇▇▇▇ Debt of the Borrower and its Subsidiaries consolidated Subsidiaries, on a consolidated basis (it being understood that for purposes of determining compliance with this covenant, guarantees by the Borrower of up to $200,000,000 of Debt of OCI Wyoming shall not exceed 65%constitute Debt of the Borrower); (ii) not permit the Acquisition Subsidiary, and (ix) any refinancings, amendments Norcen or modifications of any of their respective Subsidiaries (collectively, the "Designated Subsidiaries") to incur any Debt permitted pursuant to clause (vi) or (vii) above which does not have would result in the effect of increasing the aggregate principal amount thereof of Debt (other than Debt to add accrued interestthe Borrower or any other Subsidiary) of all the Designated Subsidiaries, fees on a consolidated basis, exceeding US$1,400,000,000; and (iii) not permit any of its Subsidiaries (other than the Designated Subsidiaries) to incur any Debt which would result in the aggregate principal amount of Debt (other than Debt to the Borrower or related expenses any other Subsidiary) of all Subsidiaries (other than the Designated Subsidiaries), on a consolidated basis, exceeding US$150,000,000. SECTION 5. Amendment to such principal amountSection 5.02(e).. Section ---------------------------- 5.02

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) in the case of the Borrower, (A) Debt under the Synthetic Lease Documents in a principal amount outstanding not to exceed the principal amount outstanding on the Closing Date, (B) (x) the Secured Hedge Agreements between the Borrower and BNP Paribas and between the Borrower and Union Bank of California, N.A. and (y) other Hedge Agreements whose purpose is to hedge against fluctuations in interest rates and are entered into by the Borrower in the ordinary course of business, consistent with prudent business practice and not entered into for speculative purposes; provided that the aggregate notional amount of such Originator Secured Hedge Agreements and other Hedge Agreements shall not exceed $100,000,000 at any time outstanding, and (C) Debt owed to CRLLC, any Affected a wholly-owned Domestic Subsidiary of the Borrower that is a Loan Party, any Purchaser Indemnified Person, or any other Person expressly permitted ; provided that such Debt is evidenced by this Agreement or any other Related Document, a promissory note that has been pledged to the Administrative Agent pursuant to the Security Agreement. (ii) deferred taxesin the case of any wholly-owned Domestic Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to another wholly-owned Domestic Subsidiary of the Borrower that is a Loan Party so long as such Debt is evidenced by a promissory note that has been pledged to the Administrative Agent pursuant to the Security Agreement; and (iii) unfunded pension fund in the case of the Borrower and other employee benefit plan obligations any of its Subsidiaries, (A) Debt under the Loan Documents; (B) Debt secured by Liens permitted by Section 6.02(a)(v) and liabilities (vi) not to exceed in the extent permitted under applicable lawaggregate the amounts set forth in such Sections, (C) the Existing Debt, and any Debt issued in exchange for, or the net proceeds of which are used to refinance, all or a part of the Existing Debt; provided, however, that the principal amount of such refinancing Debt does not exceed the principal amount, plus accrued interest (ivif any), of the Existing Debt so refinanced, (D) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, , (vE) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for Borrower in respect of its daily overdraft facility but only to the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all extent such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii1) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations is incurred in the ordinary course of the Borrower’s business consistent with past practices (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt"2) provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 7,500,000 in principal amount at any one time outstanding, and (y3) after giving effect to is repaid in full within 3 Business Days of the incurrence of any New such Debt, the ratio and (expressed as a percentageF) other unsecured Debt (other than Debt owed to Casino) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the in an aggregate principal amount thereof (other than at any time outstanding not to add accrued interest, fees or related expenses to such principal amount)exceed $10,000,000.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) in the case of the Borrower, the Subordinated Debentures and the Convertible Preferred Stock; (ii) in the case of any of the Subsidiary Guarantors, Debt owed to the Borrower or to another Subsidiary Guarantor, provided that (x) such Debt is subordinated to any Debt of such Subsidiary Guarantor under the Loan Documents on terms and conditions acceptable to the Required Lenders and (y) such Debt is evidenced by a promissory note and such promissory note is pledged in favor of the Secured Parties pursuant to the terms of the Security Agreement; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt of the Borrower and its Subsidiaries (other than D.C. Chartered Health Plan, Inc.) secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $1,000,000 at any time outstanding, (i) Capitalized Leases (other than any Capitalized Leases included in Surviving Debt) entered into by the Borrower and its Subsidiaries (other than D.C. Chartered Health Plan, Inc.) not to exceed in the aggregate $5,000,000 at any time outstanding, and (ii) in the case of Capitalized Leases to which any such Subsidiary of the Borrower is a party, Debt of a the Borrower of the type described in parts clause (f) or (gj) of the definition of such term in Annex X) except (i) Debt "Debt" guaranteeing the Obligations of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted Subsidiary under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).Capitalized Leases,

Debt. No Originator shall The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume assume, guarantee or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Debt Debt, except for: (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (ia) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, the Company outstanding on the date of this Agreement as set forth in Schedule 8.01; (b) Debt of the Company under the Financing Documents; (c) Debt of the Company or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt its Subsidiaries incurred or assumed for the purpose of financing all or any part of such Originator's the cost of acquiring any fixed asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $250,000; (d) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (e) Debt of the Company under the Security Capital Note to the extent permitted by Section 8.11(b); provided that the aggregate amount of such Debt shall not exceed the Excess Amount; (f) Debt of the Company owed to the holders of Management Options or their respective estates incurred for the purpose of making distributions referred to in Section 8.04(a)(v) to purchase shares (or options to purchase shares) of Company Common Stock held by such holders of Management Options or their respective estates, in an aggregate outstanding principal amount of all not greater than $300,000; provided that any such Debt for shall be subordinated on terms acceptable to the Required Lenders in their sole and reasonable discretion; (g) Debt of the Company owed to the Seller (as defined in the Asset Purchase Agreement) pursuant to Sections 3.2.1 and 3.2.3 of the Asset Purchase Agreement; provided that any and all Originator's combined such Debt shall be subordinated pursuant to the terms of the Seller Earnout Subordination Agreement; and (h) Debt of the Company not exceed $1,000,000 otherwise permitted by the foregoing clauses of this Section 8.01 in an aggregate principal amount at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does time outstanding not exceed greater than $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)50,000.

Debt. No Originator shall It will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt other than: (a) Debt under the Loan Documents; (b) intercompany Debt; PROVIDED, HOWEVER, that (x) such Debt shall be unsecured and, to the extent such Debt is incurred by a Loan Party, subordinated to the Advances and evidenced by an intercompany note in substantially the form of Exhibit D hereto and, to the extent such Debt is owed to a Loan Party, pledged to the Lenders pursuant to the Security Documents to secure the Borrowers' Obligations under the Loan Documents, and (y) loans made pursuant to this clause (b) may not be made to any Shipping Subsidiary created after the date hereof other than in an amount not to exceed the amount equal to the down payment for the vessel owned by such Shipping Subsidiary (such down payment not to exceed 30% of the purchase price for such vessel); (c) shipping vessel mortgages of any Shipping Subsidiary and unsecured guarantees of Shipping Holdings of shipping vessel mortgages of any Shipping Subsidiary; (d) other direct or indirect guaranties (other than the guaranties referred to in clause (c) above) of the Debt of other Persons not to exceed in the aggregate U.S.$50,000,000 (or the non-U.S. currency equivalent thereof); (e) Debt under Capitalized Leases, including any Capitalized Leases for refrigerated containers, in an aggregate principal amount not exceeding U.S.$200,000,000 (or the non-U.S. currency equivalent thereof); (f) Existing Debt secured by Real Property on the Agreement Date, and any Debt constituting a refinancing thereof; PROVIDED that any such refinancing shall not increase the aggregate principal amount of such existing Debt immediately prior to such refinancing and shall not be secured by any assets other than Real Property; (g) Debt secured by Liens on acquired assets permitted by clause (f) of the definition of "Permitted Liens" set forth in Article 1 hereof; PROVIDED that (i) such Debt was in existence prior to the acquisition of such assets and was not created in contemplation thereof, (ii) at the time of acquisition of such assets, such Debt could not be prepaid without penalty or premium, and (iii) the aggregate principal amount of such Debt shall not exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof) at any time; (h) other secured Debt (other than Debt of a type described referred to in parts clauses (e), (f) or (g) above), including any purchase money indebtedness, outstanding in an aggregate principal amount not to exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof); PROVIDED that no such Debt shall be secured by any Collateral (other than any Collateral consisting of Equipment (as defined in the definition of such term in Annex XSecurity Agreement) except acquired with purchase money financing); (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, ; (vj) unsecured Debt arising out of the Credit Facility, Hedge Agreements and Foreign Exchange Contracts permitted under Section 6.14 hereof; (vi) existing Debt described on Schedule 4.03(k), (viik) Debt incurred in connection with or assumed for as a consequence of the purpose acquisition of financing all a controlling equity interest in Saico or any part the subsequent mandatory tender offer of such Originatoroutstanding shares of Saico, including Debt incurred to refinance and restructure Saico's cost of acquiring any fixed asset provided that the business, in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not to exceed $1,000,000 at any one timeU.S.$30,000,000 (or the non-U.S. currency equivalent thereof); and (viiil) any other unsecured Debt, Debt on commercially reasonable terms and conditions and aggregating on a Consolidated basis not more than U.S.$75,000,000 (or the non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt"U.S. currency equivalent thereof) provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum outstanding." 1.12 AMENDMENT TO SECTION 6.6. Section 6.6 of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Credit Agreement, INVESTMENTS; ACQUISITIONS, is hereby deleted in its entirety and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).following is substituted in lieu thereof:

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Subsidiary of the Borrower; provided that, any such Debt owed by the Borrower to any Wholly Owned Subsidiary of the Borrower that is not a Loan Party, shall be subordinated in right of payment to the Obligations of the Borrower under the Loan Documents and shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Alliance Resource Fourth Amended and Restated Credit Agreement Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Subsidiary; provided that (other than I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a type described in parts certificate of the chief financial officer (f) or (gperson performing similar functions) of the definition Borrower delivered to the Administrative Agent demonstrating such compliance and (II) such unsecured Debt ranks junior to or pari passu with the Facilities, (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Subsidiary; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, (II) such unsecured Debt matures, and does not begin to amortize until, more than six months after the latest Termination Date for all Facilities and (III) the covenants and other material terms of such term unsecured Debt are no more restrictive than those set forth in Annex X) except the Loan Documents, and (i) the Senior Notes and Permitted Junior Refinancing Debt in respect thereof in an aggregate principal amount not to exceed $145,000,000 and (ii) junior secured Debt that is issued, incurred or otherwise obtained to refinance, in whole or in part, the Revolving Credit Facility in an aggregate principal amount not to exceed $300,000,000 minus the aggregate principal amount of Permitted Junior Refinancing Debt incurred pursuant to clause (i); provided that, in the case of this clause (ii), (a) upon the incurrence of any such Debt, the Borrower shall promptly provide notice of the incurrence thereof to the Administrative Agent and the Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) on a dollar for dollar basis by the aggregate principal amount of such Originator Debt, (b) such Debt shall (i) be secured by Liens on (x) the Collateral that are junior to CRLLC, any Affected Party, any Purchaser Indemnified Person, the Liens on the Collateral securing the Obligations and/or (y) property of Persons other than the Borrower or any other Person expressly permitted by this Agreement or any other Related Documentits Subsidiaries, (ii) deferred taxes, not secured by any property or assets of any Loan Party other than the Collateral and (iii) unfunded pension not guaranteed by Subsidiaries of the Borrower other than the Subsidiary Guarantors, (c) such Debt does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and other employee benefit plan obligations and liabilities customary acceleration rights after an event of default), prior to the extent date that is the later of (i) September 23, 2019, and (ii) 90 days after the latest Alliance Resource Fourth Amended and Restated Credit Agreement Termination Date applicable to the Facilities at the time such Debt is incurred, (d) the security agreements (if such debt is secured by the Collateral) and guarantees (if such Debt is guaranteed by one or more Subsidiaries of the Borrower) of the Borrower and its Subsidiaries relating to such Debt have terms not more favorable to the respective creditors than the terms of the Collateral Documents and the Subsidiary Guaranty (with such differences as are appropriate to reflect the nature of such junior lien Debt and any other differences reasonably satisfactory to the Administrative Agent or the Collateral Agent) and (e) if such Debt is secured by the Collateral, a Representative acting on behalf of the holders of such Debt shall have become party to, or otherwise be subject to the provisions of, the Second Lien Intercreditor Agreement; (ii) in the case of any Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Wholly Owned Subsidiary of the Borrower; provided that (I) any such Debt owed to any Wholly Owned Subsidiary of the Borrower that is not a Loan Party by any Subsidiary of the Borrower that is a Loan Party, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents and shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement and (II) any such Debt owed to the Borrower or to a Wholly Owned Subsidiary of the Borrower that is a Loan Party in excess of $250,000 by any Subsidiary that is not a Loan Party shall be evidenced by a promissory note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, and (B) Debt in the form of a Guaranty of Debt otherwise permitted under applicable lawthis Section 5.02(b); and (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto (other than the Senior Notes), (C) non-recourse Debt of the Borrower and Subsidiaries incurred solely to finance capital expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv), (E) Debt in respect of (i) Swaps incurred in the ordinary course of business and consistent with prudent business practice with the aggregate value thereof not to exceed $10,000,000 at any time outstanding and (ii) interest rate Swaps incurred in the ordinary course of business and consistent with prudent business practice of up to $250,000,000 of notional indebtedness at any time outstanding, Alliance Resource Fourth Amended and Restated Credit Agreement (ivF) endorser liability any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt or other Debt permitted under this Section 5.02(b) (other than the Senior Notes); provided that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; provided further that the endorsement terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of negotiable instruments for deposit any such extending, refunding or collection refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are consistent with prudent business practice and incurred in the ordinary course of business, (v) unsecured Debt arising out ; provided further that the repayment in whole or in part of the Credit Facility, (vi) existing Advances pursuant to Section 2.04 or Section 2.06 with the proceeds of Debt described on Schedule 4.03(kincurred pursuant to Section 5.02(b)(i)(B), (viiSection 5.02(b)(i)(C) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined Section 5.02(b)(iii)(G) shall not exceed $1,000,000 at any one time; constitute an extension, refunding or refinancing under this subclause (viiiF), (G) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all aggregating not more than $100,000,000 and other unsecured Debt incurred in the ordinary course of business; provided, in each case, that the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such unsecured Debt, non-recourse Debt and or Capital Lease Obligations being herein collectively referred had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to as the "New Debt"Administrative Agent demonstrating such compliance, and (H) provided Debt of the Borrower and its Subsidiaries, if any, arising in connection with receivables securitization programs on terms and conditions customary for transactions of that (x) the type in an aggregate allocated principal amount of such Capital Lease Obligations does not to exceed $10,000,000 100,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator The Borrower shall not, nor shall it permit any Subsidiary to, create, assume, incur, assume suffer to exist, or permit to exist in any manner become liable, directly, indirectly, or contingently in respect of, any Debt (other than Debt of a type described in parts the following (f) or collectively, the “Permitted Debt”): (g) of the definition of such term in Annex X) except (ia) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, the Credit Parties under the Credit Documents; (iib) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection intercompany Debt incurred in the ordinary course of businessbusiness subordinated to the Obligations on terms set forth in the Intercompany Subordination Agreement attached hereto as Exhibit K, evidenced by an Intercompany Note, and owed (vi) unsecured by any Guarantor (other than Global Holdings and its Subsidiaries) to the Borrower; (ii) by the Borrower to any Guarantor (other than Global Holdings and its Subsidiaries); (iii) by any Guarantor (other than Global Holdings and its Subsidiaries) to another Guarantor; and (iv) by Global Holdings or any of its Subsidiaries to the Borrower or any of its other Subsidiaries to the extent such Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(kis an Investment permitted under Section 6.3(c), (viik) or (l); (c) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset Foreign Subsidiaries provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not at any time exceed $1,000,000 at any one time5,000,000; (d) Debt incurred in the ordinary course of business to finance the payment of premiums for a 12 month period for insurance; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated outstanding principal amount of such Capital Lease Obligations does Debt shall not at any time exceed $5,000,000; (e) Debt (other than for borrowed money) subject to Liens permitted under Section 6.2(b) and (h); (f) Debt arising under any Hedging Arrangement permitted under Section 6.15; (g) unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees (i) of any Credit Party in respect of Debt of any Credit Party (other than Global Holdings and its Subsidiaries, except to the extent that the Debt incurred by Global Holdings and its Subsidiaries, were it guaranteed, would not exceed $10,000,000 the amount of an Investment therein permitted under Section 6.3) otherwise permitted hereunder and (ii) of the Borrower or any Subsidiary in respect of Debt of Global Holdings or any of its Subsidiaries otherwise permitted hereby to the extent such Guarantees constitute Investments permitted under Section 6.3(c) or (k); (i) [Reserved]; (j) [Reserved]; (k) Debt incurred by the Borrower or its Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments (but not earnouts); (l) Debt arising under bid, performance, stay, customs, appeal and surety bonds, or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business, and obligations in respect of letters of credit related thereto; (m) Debt existing on the Effective Date and set forth in Schedule 6.1 and any modifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount other than customary costs, expenses and premiums associated with such modifications, refinancings, extensions, renewals or replacements) thereof; (n) other Debt in an aggregate principal amount outstanding (together with the principal amount of Debt outstanding pursuant to Section 6.1(c), (d) or (f)) at any one time and (y) after giving effect not to exceed $10,000,000; provided that if the Borrower creates, assumes, incurs, suffers to exist or otherwise becomes liable for secured Debt for borrowed money pursuant to this Section 6.1(n), the Weighted Average Yield applicable to such Debt shall not be greater than the applicable Weighted Average Yield payable pursuant to the incurrence terms of this Agreement as amended through the date of such calculation with respect to the Term Loans, unless the interest rate with respect to the Term Loans is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Term Loans to equal the Weighted Average Yield then applicable to such Debt; (o) unsecured Debt evidenced by the 2014 Notes and the 2014 Note Guaranties (including unsecured extensions, refinancings, refundings, replacements and renewals thereof); provided that, in the event of any New Debtsuch extension, refinancing, refunding, replacement or renewal, then (i) the ratio scheduled maturity date of such Debt shall not be earlier than 180 days after the Stated Maturity Date, (expressed ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any principal payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments or mandatory redemptions or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt (and provided, for the avoidance of doubt, that payments of regularly scheduled interest shall be permitted with respect to such Debt so long as no Event of Default hereunder has occurred and is then continuing), (iii) the agreements and instruments governing such Debt shall not contain (A)(1) any financial maintenance covenants that are more restrictive than those in this Agreement, or (2) any other affirmative or negative covenants, defaults or events of default that are, taken as a percentagewhole, materially more restrictive than those, taken as a whole, set forth in this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of (1) the total consolidated Debt (including without limitation New Debt) Borrower or any of Cone ▇▇▇▇▇ and its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, or (C)(1) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Obligations (as such Obligations may be extended, renewed, rearranged, increased, amended, supplemented or otherwise modified from time to time), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (2) any restrictions on the sum ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Obligations (as such Obligations may be extended, renewed, rearranged, increased, amended, supplemented or otherwise modified from time to time), or (3) any restrictions on the ability of any Subsidiary or the Borrower to incur Debt under this Agreement or any other Credit Document; provided that, any restriction as to the entry into any such guaranty or pledge of assets or incurrence of such Debt under this Agreement that is not materially more restrictive than those set forth in the agreements and instruments governing the 2014 Notes as in effect on the Effective Date shall not be deemed to be a restriction for purposes of this clause (C), (iv) any such Debt is in an aggregate principal amount not greater than the aggregate principal amount of the total consolidated Debt being extended, refinanced, refunded, replaced or renewed, plus all accrued interest thereon, the amount of any premiums required to be paid thereon and all fees and expenses associated therewith or with the extension, refinancing, refunding, replacement or renewal and (including without limitation New Debtv) if such extension, refinancing, refunding, replacement or renewal of Cone ▇▇▇▇▇ and its Subsidiaries plus Debt occurs on or before September 30, 2020, then the consolidated Net Worth Weighted Average Yield of Cone ▇▇▇▇▇ and its Subsidiaries such Debt shall not exceed 65%11% per annum; (p) [Reserved]; and (q) Debt under the ABL Credit Documents as in effect on the date hereof, or as amended, restated, supplemented or otherwise modified in accordance with Section 6.20(b), and (ix) any extensions, refinancings, amendments or modifications of any of refundings, replacements and renewals in respect thereof made in accordance with such Section 6.20(b) and the Intercreditor Agreement, so long as, in each case, such Debt permitted pursuant is subject to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Intercreditor Agreement.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) Debt outstanding under the Loan Documents; (ii) Debt evidenced by the Senior Notes in a principal amount outstanding not to exceed $20,000,000; (iii) Debt of the Borrower and its Subsidiaries outstanding on the date hereof and described on Schedule 4.01(h) (the "Surviving Debt"); (iv) Debt of the Borrower and, in the case of Designated Seller Financing only, of Subsidiaries, in each case incurred after the date hereof; provided that (A) after giving effect to the incurrence and application of the proceeds thereof, the ratio of Consolidated Total Debt to Consolidated Total Capitalization does not exceed 0.55 to 1.0, (B) the terms of the agreements and instruments governing such Debt are no more restrictive on the Borrower and its Subsidiaries than the terms of the Loan Documents (which determination shall be (1) made by management of the Borrower in the case of any individual item of Debt not exceeding $4,000,000 in the principal amount, and (2) made by and evidenced by a resolution of, the Board of Directors of the Borrower in the case of any individual item of Debt in a principal amount exceeding $4,000,000), (C) none of such Debt (other than any such Debt of constituting Designated Seller Financing) may have a type described in parts maturity date prior to the Revolving (f) or (g) of the definition of such term in Annex X) except (iv) Debt of Subsidiaries to the Borrower or to a Subsidiary constituting general obligations of such Originator Subsidiaries not subordinated in right of payment to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, such Subsidiaries; (vi) existing Debt described on Schedule 4.03(kof Subsidiaries secured by Liens permitted under Section 5.02(a)(vi); provided that such Debt, if it were Debt incurred by the Borrower, would be permitted by Section 5.02(b)(iv) hereof; and (vii) Debt incurred or assumed for of Subsidiaries constituting Capitalized Lease Obligations arising under Capitalized Leases entered into after the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset date hereof; provided that (A) the aggregate outstanding principal amount of Capitalized Lease Obligations in respect of all such Debt for any and all Originator's combined Capitalized Leases shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%outstanding, and (ixB) any refinancingssuch Debt, amendments or modifications of any of if it were Debt incurred by the Debt Borrower, would be permitted pursuant to clause (viby Section 5.02(b)(iv) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)hereof.

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt other than: (i) Debt incurred pursuant to this Agreement; (ii) unsecured Subordinated Debt and Permitted Subordinated Debt; (iii) accrued expenses, current trade payables and other than current liabilities arising in the ordinary course of business and not incurred through the borrowing of money; (iv) unsecured Debt (x) of any Subsidiary to the Borrower (y) of any Subsidiary to a type Subsidiary and (z) of the Borrower to any Subsidiary, provided that any such Debt under this clause (iv) is incurred in the ordinary course of business consistent with past practice and is evidenced by one or more promissory notes pledged to the Agent pursuant to the Security Agreements; (v) Contingent Obligations permitted by SECTION 6.4; (vi) other Consolidated Debt (including, without limitation, Debt secured by liens described in parts clauses (fE) or and (gG) of the definition of such term Permitted Liens and Capital Lease Obligations) in Annex X) except (i) Debt of such Originator an aggregate principal amount at any time outstanding not to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund exceed $30,000,000 for the Borrower and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), its Subsidiaries; (vii) Debt of the Borrower under any Interest Rate Protection Agreements (if any) entered into with one or more Lenders in respect of the Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset pursuant to this Agreement; provided that the aggregate outstanding principal notional amount of all such Debt for agreements at any and all Originator's combined time shall not exceed $1,000,000 the aggregate amount of the Commitments at any one such time; ; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect incurred pursuant to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and Swingline Note; and (ix) any refinancings, amendments or modifications of any of the Debt permitted incurred pursuant to clause the ELLF. The Lenders shall use their best commercially reasonable efforts to respond to a request from the Borrower for approval of Subordinated Debt (vion terms acceptable to the Required Lenders in their sole discretion) within five (5) Business Days after the Agent's and the Lender's receipt of information regarding the amount and material terms thereof; provided, however, the failure to approve or (vii) above which does disapprove such Subordinated Debt during such period shall not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)constitute approval.

Debt. No Originator shall createExcept as previously and expressly consented to in writing by Agent, incurno Borrower shall, assume directly or permit to exist indirectly, permit, incur or maintain any Debt (Debt, other than (a) the Obligations, (b) Debt of a type described in parts set forth on Schedule 8.6, (c) Debt evidencing intercompany loans among Borrowers and Guarantors, (d) the Subordinated Debt, (e) reserved, (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLCcurrent accounts payable, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund accrued expenses and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection customer advance payment incurred in the ordinary course of business, (vg) Debt secured by Permitted Liens; (h) Debt permitted under Paragraph 8.3, (i) unsecured Debt arising out in addition to the foregoing in an aggregate amount not to exceed $1,500,000.00 at any one time outstanding, and (j) any Debt representing a Permitted Refinancing of the Credit Facilityforegoing, or prior to the consummation of an IPO, with respect to the Replacement Subordinated Debt, a refinancing permitted by the Intercreditor Agreement (collectively, “Permitted Debt”). No Borrower shall (i) make any payments (A) in respect of any Subordinated Debt (other than the Replacement Subordinated Debt), except that Borrowers may make any regularly scheduled payments of principal and interest due under such Borrower’s Subordinated Debt so long as no Default or Event of Default then exists or would result therefrom and such payments are made in accordance with the terms and conditions of any subordination agreement among the holder or holders of such Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Subordinated Debt documents, and prior to the consummation of an IPO (B) in respect of any Replacement Subordinated Debt, except that Borrowers may make payments in accordance with the Intercreditor Agreement, (viii) existing amend, modify or rescind any provisions of any of Borrower’s (A) Subordinated Debt described (other than the Replacement Subordinated Debt) in such a manner as to affect adversely Agent’s liens on Schedule 4.03(k)the Collateral or the prior position of the Notes or accelerate the date upon which any installment of principal and interest of any such Subordinated Debt is due or make the covenants and obligations of the Borrowers contained in such Subordinated Debt documents materially more restrictive than those set forth in the Loan Documents as of the date of such amendment or modification, or prior to the consummation of an IPO (viiB) Replacement Subordinated Debt incurred except as permitted by the Intercreditor Agreement, or assumed for (iii) permit the purpose prepayment or redemption of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Subordinated Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than the Replacement Subordinated Debt), except with respect to add accrued interestSubordinated Debt in connection with a Permitted Refinancing as permitted by clause (j) above, fees and in connection with a prepayment or related expenses redemption of other Subordinated Debt from time to time so long as no Default or Event of Default then exists or would result therefrom and such principal amount)payments are made in accordance with the terms and conditions of any subordination agreement among the holder or holders of such Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Subordinated Debt documents.

Debt. No Originator shall createCreate, incur, assume guarantee or permit suffer to exist any Debt, except: (i) the Obligations; (ii) Debt (other than Debt of a type described existing on the date hereof and set forth in parts (f) or (gSection 7.2(a) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, Disclosure Schedule and Permitted Refinancings thereof; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Senior Bank Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that so long as the aggregate outstanding principal amount thereof does not exceed the lesser of all (1) $75,000,000 and (2) the sum of (A) the Borrowing Base (as defined in the Senior Loan Agreement as in effect on the date hereof) which, if applicable, shall be calculated after giving effect to the Availability Block (as defined in the Senior Loan Agreement as in effect on the date hereof), plus (B) $3,000,000 of Bank Products constituting Senior Bank Debt; (iv) Permitted Purchase Money Debt and Permitted Refinancings thereof; (v) [Reserved]; (1) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt for any and all Originator's combined shall was not exceed $1,000,000 at any one time; (viii) any other unsecured Debtincurred in contemplation of such Person becoming a Subsidiary or such acquisition, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to so long as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does all Debt incurred in reliance on this clause (vi) shall not exceed $10,000,000 at any one time time, and (y2) after giving effect to Debt arising from agreements providing for indemnification, adjustment of purchase price, earnout or other similar obligations, in each case, incurred or assumed in connection with the incurrence acquisition or disposition of any New Debtbusiness, assets or a Subsidiary, and in each case, Permitted Refinancings thereof; (vii) Permitted Contingent Obligations; (viii) [Reserved]; (ix) Debt in respect of Hedging Agreements entered into in the ratio Ordinary Course of Business and not for speculative purposes; (expressed x) Debt incurred in connection with the financing of insurance premiums; (xi) Debt owed to any Person providing workers’ compensation, health, disability or other employment benefits or property, casualty or liability insurance, pursuant to -50- reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course of Business; (xii) Debt in respect of completion bonds, performance bonds, bid bonds, appeal bonds and surety bonds and similar obligations and reimbursement obligations under letters of credit securing completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, operating leases and similar obligations, in each case, provided in the Ordinary Course of Business; (xiii) Debt incurred in connection with cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services and other similar arrangements of the Company or any Subsidiary, in each case in the Ordinary Course of Business in an aggregate principal amount for all such Debt under this clause (xiii) not to exceed $2,000,000; (xiv) reimbursement obligations in connection with letters of credit issued for the account of the Company or its Subsidiaries in an aggregate amount to not exceed $3,000,000; (xv) Debt incurred as a percentageresult of endorsing negotiable instruments received in the Ordinary Course of Business; (xvi) of intercompany Debt (1) among any Obligor and any other Obligor, so long as such Debt is subordinated to the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to Obligations (2) owed by any Obligor to a Subsidiary that is not an Obligor, so long as (A) such Debt is subordinated to the sum Obligations and (B) the aggregate amount of all Debt under this clause (2) does not exceed $500,000, or (3) owed by any Subsidiary that is not an Obligor to any Obligor, so long as the aggregate amount of all Debt under this clause (3) does not exceed $500,000; (xvii) Debt pursuant to the Hercules Facility; provided that the Refinancing occurs prior to or substantially concurrently with the occurrence of the total consolidated Initial Closing; (xviii) other Debt so long as the outstanding aggregate principal amount of all Debt under this clause (including without limitation New Debtxvii) of Cone ▇▇▇▇▇ does not exceed $2,000,000; and its Subsidiaries plus provided that the consolidated Net Worth of Cone ▇▇▇▇▇ Company and its Subsidiaries shall not exceed 65%, be permitted to incur any Convertible Debt or any Subordinated Debt in reliance on the foregoing paragraphs (i) to and including (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountxvii).

Debt. No Originator shall The Borrower will not incur, create, incurassume, assume or permit to exist exist, and will not permit any Debt Subsidiary (other than Debt of a type described in parts Excluded Subsidiaries) to incur, create, assume, or permit to exist, any Debt, except the following (f) or herein referred to as "Permitted Debt"): (g) of the definition of such term in Annex X) except (ia) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable lawAgents, (iv) endorser liability the Banks and the Issuing Banks pursuant to or in connection with the endorsement Loan Documents; (b) Existing Debt described on Schedule 8.9 hereto; (c) Debt to the Bridge Lenders provided that such Debt is subordinated pursuant to the terms of negotiable instruments the Intercreditor Agreement; (d) The Subordinated Debt; (e) Debt owed by the Borrower to an Affiliate, provided that such Debt is fully subordinated to the Obligations pursuant to a subordination agreement satisfactory in form and substance to the Agent; (f) Debt consisting of current liabilities for deposit or collection taxes and other assessments incurred in the ordinary course of business, business that are not delinquent; (vg) unsecured Debt arising out owed by the Borrower in connection with its guaranty of the Credit Facilityobligations of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International, LLC to ▇▇▇▇▇ Fargo HSBC Trade Bank N.A.provided that the amount guaranteed by the Borrower does not exceed $3,000,000; (vih) Debt owed by the Borrower in connection with Capital Lease Obligations entered into in the ordinary course of business up to an aggregate amount of $2,500,000; and (i) Debt not otherwise permitted pursuant to (a) - (h) above in an aggregate amount not to exceed $1,000,000 at any time outstanding (excluding, without limitation, existing Debt described on Schedule 4.03(k), (vii) 8.9 hereto and Debt incurred or assumed for owed by the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Borrower in connection with Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountObligations).

Debt. No Originator Borrower Party shall create, incur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Loan Documents; (ii) deferred taxesDebt owed to any other Borrower Party, provided that, in each case, such Debt (A) shall be on terms acceptable to the Administrative Agent and (B) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to a Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) unfunded pension fund Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $3,000,000 at any time outstanding in respect of all Borrower Parties; (A) Capitalized Leases not to exceed in the aggregate $3,000,000 at any time outstanding in respect of all Borrower Parties, and other employee benefit plan obligations and liabilities (B) in the case of any Capitalized Lease to which any Subsidiary of a Borrower Party is a party, any Contingent Obligation of such Borrower Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease; (v) Prior to the extent permitted under applicable lawCollateral Delivery Date, the Surviving Debt described on Schedule 4.01(o); (ivvi) endorser liability Debt in connection respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with the endorsement prudent business practices; (vii) Endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; and (viii) any Any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred not to as the "New Debt") provided that (x) exceed $3,000,000 in the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time outstanding in respect of all Borrower Parties and (y) after giving effect to the incurrence of which is not secured by any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Lien.

Debt. No Originator Loan Party nor any Subsidiary shall create, incur, assume or permit to exist become obligated (directly or indirectly), for any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) Obligations, except that the Loan Parties and Subsidiaries may (i) incur Subordinated Debt; (ii) maintain their present Debt listed on Schedule 11.14 hereto; (iii) incur Contingent Liabilities arising with respect to customary indemnification obligations and earn out payments and with respect to Non-Loan Party Subsidiaries deferred consideration from the proceeds of such Originator Inventory and accounts receivable (subordinated to CRLLCthe Obligations in a manner satisfactory to Administrative Agent unless waived by Administrative Agent) in favor seller in connection with the Related Transactions or in connection with Permitted Acquisitions and purchases in connection with dispositions permitted under this Agreement; (iv) incur purchase money Debt or capitalized lease obligations in connection with Capital Expenditures permitted pursuant to Section 14.5 hereof incurred in connection with the purchase of Equipment; (v) incur Hedging Obligation approved by Administrative Agent and in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation;(vi) solely with respect to the Loan Parties, incur operating lease obligations requiring payments not to exceed $2,000,000.00 in the aggregate during any Affected Fiscal Year of the Loan Parties; (vii) make loans to, and guaranties of Debt of, one another so long as (X) each is a Loan Party, or (Y) with respect to Non-Loan Party Subsidiaries, the amount thereof does not exceed $250,000.00 in the aggregate; (viii) incur other unsecured Debt, in addition to the Debt listed above, in an aggregate principal amount not to exceed $250,000.00, (ix) incur the Rooster Debt, so long as such Debt is subject to the Rooster Intercreditor Agreement, (x) upon consummation of the Related Transactions, incur the Debt as set forth on Annex 2, provided any Purchaser Indemnified Personsuch Debt is subject to the Related Transactions Subordination Agreement, or any other Person expressly permitted by this Agreement or any other Related Documentand (xi) maintain Debt pursuant to extensions, renewals and refinancing of the Debt set forth in clauses (i), (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to above so long as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does Debt is not exceed $10,000,000 at increased (and any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant terms with respect to clause (vi) or (viii) above which does not have are permitted by the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountapplicable subordination agreement).

Debt. No Originator Neither the Borrower nor any Restricted Subsidiary shall incur, create, incur, assume or permit to exist any Debt of any of them except: (other i) the Loans; (ii) Debt secured by the Liens permitted by Section 5.02(d)(iii); provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (iii) unsecured recourse liabilities (not in excess of the uncollectible amounts of the accounts receivable sold) of the Borrower arising from the sale of accounts receivable; (iv) unsecured loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from the Borrower and to the Borrower from any Restricted Subsidiary; (v) purchase money Debt of the Borrower secured by Liens referred to in Section 5.02(d)(ii) not in excess of the purchase price of the related asset in each individual case and not in excess of $15,000,000 principal amount for all such outstanding purchase money Debt in the aggregate; (vi) unsecured Debt of the Borrower with a maturity less than 90 days pursuant to uncommitted lines of credit with an outstanding aggregate principal amount not at any time in excess of $10,000,000; (vii) additional Debt (including Guarantees of any Debt of a type described Third Party and Capitalized Lease Obligations) of the Borrower with an outstanding aggregate principal amount not at any time in parts (fexcess of $25,000,000 which shall, except for Liens of Capitalized Lease Obligations permitted by Section 5.02(d)(ii) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; be unsecured; (viii) any other unsecured Debt, non-recourse additional Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as of the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect Borrower fully subordinated to the incurrence of any New Debt, Loans on terms approved by the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and Administrative Agent; and (ix) any refinancings, amendments or modifications Debt consisting of any a pledge of investments in Nonrestricted Subsidiaries permitted by Section 5.02(d)(viii); provided that such Debt is recourse solely to the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)investment so pledged.

Debt. No Originator shall createThe Borrowers will not, and will not permit any Subsidiary to, incur, create, assume or permit suffer to exist any Debt Debt, except: (a) the Loans, any Notes or other than Debt Indebtedness arising under the Loan Documents or any guaranty of a type described in parts or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (f) or (g) of the definition of such term in Annex X) except (ib) Debt of such Originator the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to CRLLCpay the deferred purchase price of Property or services, any Affected Party, any Purchaser Indemnified Person, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the due date or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $2,500,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements or any other Person expressly permitted by this Agreement in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrowers and any Subsidiary or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities between Subsidiaries to the extent permitted under applicable lawby Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than either of the Borrowers or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrowers or a Subsidiary shall be subordinated to the Indebtedness on terms set forth in the Security Agreement. (ivg) endorser liability in connection with the endorsement endorsements of negotiable instruments for deposit or collection in the ordinary course of business, . (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (viih) Debt incurred or assumed for under the purpose of financing all or Second Lien Term Loan Agreement and any part of such Originator's cost of acquiring any fixed asset provided that guarantees thereof, the aggregate outstanding principal amount of all such which Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time 100,000,000 in the aggregate. (i) Debt in connection with Swap Agreements and permitted in accordance with Section 9.18. (j) reimbursement obligations under (i) letters of credit outstanding on the date of this Agreement and (yii) after giving effect to other letters of credit provided the incurrence aggregate undrawn face amount of any New Debt, the ratio (expressed as a percentage) such other letters of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall credit does not exceed 65%, and $20,000,000. (ixk) any refinancings, amendments or modifications guarantees of any of the Debt otherwise permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)under Section 9.02.

Debt. No Originator shall create, incur, assume (i) Create or permit suffer to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLCif, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) immediately after giving effect to such Debt and the incurrence receipt and application of any New Debtproceeds thereof, the ratio (expressed as a percentage) aggregate amount of (1) Debt of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Subsidiaries to consolidated Subsidiaries, on a consolidated basis, would exceed (2A) for the period from the Closing Date through the date eighteen months thereafter, 75%, and (B) at anytime thereafter, 65%, of the sum of the total consolidated Debt (including without limitation New Debt) stockholders' equity of Cone ▇▇▇▇▇ the Borrower and its Subsidiaries plus as shown on the most recent consolidated Net Worth balance sheet required to be delivered to the Banks pursuant to Section 5.01(b), and the aggregate amount of Cone ▇▇▇▇▇ Debt of the Borrower and its Subsidiaries consolidated Subsidiaries, on a consolidated basis (it being understood that for purposes of determining compliance with this covenant, guarantees by the Borrower of up to $200,000,000 of Debt of OCI Wyoming shall not exceed 65%constitute Debt of the Borrower); (ii) not permit the Acquisition Subsidiary, and (ix) any refinancings, amendments Norcen or modifications of any of their respective Subsidiaries (collectively, the "Designated Subsidiaries") to incur any Debt permitted pursuant to clause (vi) or (vii) above which does not have would result in the effect of increasing the aggregate principal amount thereof of Debt (other than Debt to add accrued interestthe Borrower or any other Subsidiary) of all the Designated Subsidiaries, fees on a consolidated basis, exceeding US$1,400,000,000; provided that the amount of Debt permitted by this clause (ii) is subject to reduction as provided in clause (d)(iv) of the definition of "Prepayment Event"; and (iii) not permit any of its Subsidiaries (other than the Designated Subsidiaries) to incur any Debt which would result in the aggregate principal amount of Debt (other than Debt to the Borrower or related expenses any other Subsidiary) of all Subsidiaries (other than the Designated Subsidiaries), on a consolidated basis, exceeding US$150,000,000; provided that the amount of Debt permitted by this clause (iii) is subject to such principal amount)reduction as provided in clause (d)(iv) of the definition of "Prepayment Event".

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) in the case of the Borrowers, (A) Subordinated Debt evidenced by the Subordinated Notes, and any Debt extending the maturity of, or refinancing, in whole or in part such Subordinated Notes; provided that the terms of any such extension or refinancing, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents; provided further that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension or refinancing; provided further that the terms relating to principal amount, amortization, maturity, interest rate, subordination, and other material terms of any such extension or refinancing and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of the Subordinated Notes, and (B) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice; (ii) in the case of any of its Restricted Subsidiaries (other than the Mexico Subsidiary, except any Debt thereof incurred in the ordinary course of business), Debt owed to the Borrowers or to a Restricted Subsidiary of the Borrowers; and (iii) in the case of the Borrowers and any of their Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount equal to $10,000,000 at any time outstanding; provided that such aggregate principal amount shall be increased to $25,000,000 on the date of delivery, pursuant to Section 5.03(b)(ii), of quarterly financial statements showing the Leverage Ratio as less than 4.50:1.00, (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (D) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a type described Restricted Subsidiary of either Borrower in parts (faccordance with the provisions of Section 5.02(e)(ix) or (gx); provided that such Debt was not incurred in contemplation of such merger, consolidation or investment; and provided further that neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt; provided further that the Leverage Ratio in effect on the date of, and immediately after, the incurrence of such Debt is less than 4.50:1.00; and provided further that the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $50,000,000 in the definition of such term in Annex Xaggregate at any time outstanding, (E) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (F) Debt incurred in connection with an Investment made pursuant to Section 5.02(e)(ix); provided that the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (D) of this Section 5.02(b)(iii), in no event exceed $50,000,000 in the aggregate at any time outstanding, (G) Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000, (H) Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (vI) unsecured other Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the outstanding in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect outstanding; provided that such principal aggregate amount shall be increased to $25,000,000 on the incurrence date of any New Debtdelivery, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have Section 5.03(b)(ii), of quarterly financial statements showing the effect of increasing the principal amount thereof (other Leverage Ratio as less than to add accrued interest, fees or related expenses to such principal amount)4.50:1.00.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (i) Debt under the Loan Documents; (other than ii) [reserved]; (iii) [reserved]; (iv) Debt secured by Liens permitted by Section 5.02(a)(v) not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 5.02(b)(vii), $25,000,000 at any time outstanding; (v) to the extent constituting Debt, payment or guaranty obligations under any Commodity Hedge and Power Sale Agreements to the extent permitted under Section 5.02(l); (vi) Debt owed to any Loan Party or MACH Gen, which Debt shall (x) constitute Pledged Debt, (y) be on terms reasonably acceptable to the Administrative Agent and (z) be otherwise permitted under Section 5.02(f); (vii) (x) Capitalized Leases not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 5.02(b)(iv), $25,000,000 at any time outstanding, and (y) in the case of Capitalized Leases to which any Subsidiary of the Borrower is a party, Debt of a the Borrower of the type described in parts clause (f) or (gi) of the definition of such term in Annex X) except (i) Debt “Debt” guaranteeing the Obligations of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, Subsidiary under such Capitalized Leases; (iiviii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable lawconstituting Debt, (iv) endorser liability Debt in connection with the endorsement respect of negotiable instruments for deposit performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or collection pay obligations and similar obligations incurred in the ordinary course of business, business and not in connection with Debt for Borrowed Money; (vix) other unsecured Debt arising out of (A) Athens in an aggregate amount not to exceed $5,000,000 at any one time outstanding and (B) the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or other Loan Parties in an aggregate amount not to exceed $25,000,000 at any part of such Originator's cost of acquiring any fixed asset one time outstanding; provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined incurred pursuant to this clause (ix) shall not exceed $1,000,000 at any one time25,000,000; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated other unsecured Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) Loan Parties issued in settlement of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any delinquent obligations of the Debt permitted pursuant to clause (vi) Loan Parties or (vii) above which does not have disputes between the effect Loan Parties and other Persons under Contractual Obligations of increasing the principal amount thereof Loan Parties (other than to add accrued interest, fees or related expenses to such principal amountin respect of Debt).;

Debt. No Originator shall createCreate, incur, assume guarantee or permit suffer to exist any Debt, except: (a) the Obligations; (b) Debt outstanding on the Original Agreement Closing Date and listed on Schedule 10.2.3; (c) Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt of Parent or any Subsidiary so long as, in each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or any Subsidiary existing or arising under any Hedging Agreement, provided that such Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and not for speculative purposes; (e) Debt in respect of Capital Leases, Off-Balance Sheet Liabilities and purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $25,000,000 in the aggregate at any time; (g) Debt of any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 10.2.8 and not constituting Debt for borrowed money; (h) Debt of Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries or in connection with judgments not resulting in an Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (k) Bank Product Debt (other than Debt of a type described arising under Hedging Agreements); (l) Debt that is not included in parts (f) or (g) any of the definition preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the aggregate at any time; (m) other Debt that is not included in any of the preceding clauses of this Section so long as such term in Annex X) except Debt: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted is not secured by this Agreement or any other Related Documenta Lien, (ii) deferred taxeshas a maturity date that is at least 6 months after the Facility Termination Date, and (iii) does not have scheduled amortization in excess of 10% per year; and (n) Debt to the Person, or the beneficial holders of Equity Interests in the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of such Acquisition, (ii) is repayable in installments of no more than one-third of the initial amount in any year after the date of such Permitted Acquisition, (iii) unfunded pension fund bears interest and other employee benefit plan obligations and liabilities to the extent permitted under applicable lawfees that are consistent with then available market rates for such Debt, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, is not secured by a Lien and (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed (together with all other Debt incurred under this clause (n)) $10,000,000 25,000,000 in the aggregate at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)time.

Debt. No Originator (a) The Partnership shall create, incur, assume not create or permit incur or suffer to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except lease obligations except: (i) Debt of such Originator to CRLLCcontemplated by Section 6.8, any Affected Party, any Purchaser Indemnified Person, Debt under the Partnership Guarantee or any Debt arising under the other Person expressly permitted by this Agreement or any other Related Document, Project Documents; (ii) deferred taxesSubordinated Debt not to exceed an aggregate principal amount of $70,000,000, the proceeds of which are applied to the payment of necessary capital expenditures or which represent unsecured loans from the Partners; (iii) unfunded pension fund and other employee benefit plan purchase money or lease obligations and liabilities incurred to finance items of equipment not comprising an integral part of the Project that extend only to the extent permitted under applicable law, equipment being financed and that do not in the aggregate have annual debt service or lease obligations exceeding $5,000,000; (iv) endorser liability in connection with the endorsement of negotiable instruments trade accounts payable (other than for deposit or collection borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (v) unsecured Debt arising out incurred in connection with amounts owed to the Fuel Supplier pursuant to Sections 4.4, 4.5, 4.6(a) and 4.7 of the Credit Facility, Fuel Supply Agreement and Debt incurred in connection with amounts owed to Con Ed pursuant to Article VI(f) of the Con Ed Energy Purchase Agreement; (vi) existing Subordinated Debt described on Schedule 4.03(k), incurred in connection with the obligation to pay the Fuel Supplier the balance of the Tracking Account when due in accordance with Section 4.4 of the Fuel Supply Agreement; (vii) Subordinated Debt incurred in respect of any tracking account, suspense account or assumed for the purpose of financing all or similar feature that relates to any part of such Originator's cost of acquiring any fixed asset Additional Contract permitted to be entered into by Section 6.21; provided that the aggregate outstanding principal amount of all such Subordinated Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect is subject to the incurrence same or a greater level of any New Debt, subordination in relation to the ratio (expressed as a percentage) of (1) Senior Debt that the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Subordinated Debt permitted pursuant to clause (vi) is subject to; (viii) Guarantees permitted in accordance with Section 6.14; or (ix) obligations in respect of surety bonds or similar instruments in an aggregate amount not exceeding $10,000,000 at any one time outstanding. (viib) above which does The Company shall not have create or incur or suffer to exist any Debt or lease obligations except: (i) the Bonds; or (ii) Debt under any additional bonds, notes or debentures issued to provide a source of funds for Completion of the Project; provided, however, (v) such additional bonds, notes or debentures are issued under this Indenture, (w) the proceeds from the sale of such additional bonds, notes or debentures are loaned to the Partnership to pay Project Costs, (x) such proceeds are pledged to the Collateral Agent, and deposited with the Trustee by the Partnership in accordance with Sections 3.1 and 4.2, (y) no more than an aggregate of $75,000,000 of such additional bonds, notes or debentures are issued, and (z) after giving effect to the issue of increasing the principal amount thereof (other than additional bonds, notes or debentures, the minimum annual Projected Debt Service Coverage Ratio will be equal to add accrued interest, fees or related expenses exceed 1.5:1 and the average annual Projected Debt Service Coverage Ratio will be equal to such principal amount)or exceed 1.7:1.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (a) Debt of the Obligors under this Agreement, the Notes, the Letters of Credit, the Interest Rate Protection Agreements and the other Facility Documents; (b) Debt described in Schedule IV and, to the extent indicated on Schedule IV, any renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; (c) Debt consisting of Guaranties permitted pursuant to Section 8.02; (d) Debt of any Obligor to any other Obligor so long as (i) if such Debt is secured, such Debt is evidenced by a promissory note and such note together with such security is pledged as collateral for the Loans and the other obligations under the Facility Documents and (ii) if such Debt is evidenced by a promissory note or other instrument, such note or other instrument is pledged to the Administrative Agent as collateral for the Loans and the other obligations under the Facility Documents; (e) accounts payable to trade creditors for goods or services and current operating liabilities (other than Debt for borrowed money), in each case incurred in the ordinary course of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund business and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection paid within prescribed time limits that are in the ordinary course of business, unless contested in good faith and by appropriate proceedings; (vf) unsecured Permitted Mortgage Debt arising out of the Credit Facility, (viany Consolidated Entity other than a Subsidiary Co-Borrower incurred pursuant to this Section 8.01(f) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Debt for all Consolidated Entities does not exceed at any time $26,000,000; (g) Debt of any Consolidated Entity other than a Subsidiary Co-Borrower incurred pursuant to this Section 8.01(g) secured by Purchase Money Liens permitted by Section 8.03(k) provided that the aggregate principal amount of such Debt for all Consolidated Entities does not exceed at any time $20,000,000; (h) Debt under the ADS Synthetic Lease Obligations Documents so long as the aggregate principal amount of such Debt does not exceed $10,000,000 60,000,000; (i) Debt under the Converted Synthetic Lease so long as the aggregate principal amount of such Debt does not exceed $30,000,000; (j) Debt of the Borrower under documentary and standby letters of credit so long as the aggregate reimbursement obligations under such letters of credit does not exceed at any one time $15,000,000; (k) Consolidated Subordinated Debt; and (l) Debt of each of the Glenmark Partnerships in favor of Century Care Management, Inc. so long as (i) the aggregate amount of such Debt of each such Glenmark Partnership does not exceed $2,500,000 and (yii) after giving effect such Debt is evidenced by a promissory note on terms reasonably acceptable to the incurrence of any New Debt, the ratio (expressed as Administrative Agent which shall be secured by a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum first priority Lien on all of the total consolidated Debt (including without limitation New Debt) personal Property of Cone ▇▇▇▇▇ such Glenmark Partnership and its Subsidiaries plus pledged to the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of Administrative Agent as collateral for the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Senior Obligations.

Debt. No Originator shall Contract, create, incur, assume or permit suffer to exist any Debt (other than Debt Debt, or permit any of a type described in parts (f) its Material Subsidiaries to contract, create, incur, assume or (g) of the definition of such term in Annex X) suffer to exist any Debt, except for (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by under this Agreement or any and the other Related DocumentLoan Documents, (ii) deferred taxesDebt under the Term Facility Credit Agreement and other Term Facility Loan Documents, (iii) unfunded pension fund Surviving Debt (including the Existing Receivables Facility) and other employee benefit plan obligations and liabilities any Permitted Refinancing thereof (it being understood that in the case of a Permitted Refinancing of the Existing Receivables Facility, the aggregate principal amount of such Debt being refinanced in connection therewith shall be deemed to be €170,000,000 (or the extent permitted under applicable lawequivalent amount in Dollars)) as of the Closing Date, (iv) endorser liability Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder, (v) Debt in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (vi) Debt consisting of guaranties (x) permitted by Section 5.02(c) and (y) non-recourse Debt in respect of Investments in joint ventures permitted under Section 5.02(f)(ix) or Section 5.02(f)(xvii) in an aggregate amount not to exceed $100,000,000 plus any non-recourse Debt directly associated with D▇▇▇ ▇▇▇▇ at any time outstanding; (vii) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount (together with the endorsement aggregate outstanding principal amount of negotiable instruments for all other Debt of Foreign Subsidiaries permitted under this subSection (b)) not in excess of $500,000,000 at any time outstanding, (viii) Debt constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (iii) above and including any such Debt or Capitalized Lease obligations assumed in connection with a Permitted Acquisition) in an aggregate outstanding amount not in excess of $75,000,000, (ix)(x) Debt in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (y) Debt arising under the Credit Card Program; provided that Hedge Agreements and Credit Card Programs subject to Liens permitted under Section 5.02(a)(vi)(x) shall not exceed $75,000,000 at any time outstanding, (x) indebtedness which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default, (xi) indebtedness in respect of netting services, customary overdraft protections and otherwise in connection with deposit or collection accounts in the ordinary course of business, (vxii) unsecured payables owing to suppliers in connection with the Tooling Program, (xiii) Debt arising out representing deferred compensation to employees of the Credit Facility, Borrower or any other Loan Party incurred in the ordinary course of business; (vi) existing Debt described on Schedule 4.03(k), (viixiv) Debt incurred or assumed for by the purpose of financing all Borrower or any part of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case limited to indemnification obligations or obligations in respect of purchase price, including Earn-Out Obligations or similar adjustments, (xv) Debt consisting of the financing of insurance premiums in each case, in the ordinary course of business, (xvi) Debt supported by a Letter of Credit in a principal amount not to exceed the face amount of such Originator's cost Letter of acquiring Credit, (xvii) Subordinated Debt of the Loan Parties in an aggregate principal amount not to exceed $250,000,000 at any fixed asset provided that the time outstanding, and (xviii) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)20,000,000.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt under the Loan Documents; (ii) Debt existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the date of this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Originator Lender Party at such time); and which counter party is then a party to CRLLCthe Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of (A) the Borrower owing to any Affected other Loan Party, and (B) any Purchaser Indemnified Person, of the Subsidiaries owing to the Borrower or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities Loan Party to the extent permitted under applicable lawSection 5.02(f)(viii); (v) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 5.02(a)(iv) in an aggregate principal amount not to exceed, (iv) endorser liability in connection when aggregated with the endorsement principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 5.02(b), do not exceed $50,000,000 at any time outstanding; (vii) Contingent Obligations of (A) the Borrower guaranteeing all or any portion of the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or another Subsidiary thereof; provided that each such primary Obligation is otherwise permitted under the terms of the Loan Documents; (viii) Unsecured Debt not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed $50,000,000 at any time outstanding; (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (x) Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, (v) unsecured Debt arising out or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the Credit Facilitypurchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (xi) Debt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) existing Unsecured Subordinated Debt described on Schedule 4.03(kor Redeemable Preferred Interests not otherwise permitted under this Section 5.02(b), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); (xiii) Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under clause (ii) of this Section 5.02(b); provided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent; (xiv) In addition to any Debt incurred under Section 5.02(b)(xvi), secured and unsecured Debt of non-wholly owned Subsidiaries of the Borrower in an aggregate amount not to exceed $25,000,000 at any time outstanding; (xv) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all such Debt for any and all Originator's combined Investments made under Section 5.02(f)(ix) hereof, shall not exceed $1,000,000 30,000,000 at any one time; and (viiixvi) any other Secured and unsecured Debt, Debt of non-recourse Debt and Capital Lease Obligations (all such unsecured Debtwholly owned Subsidiaries of the Borrower in an aggregate amount not to exceed $5,000,000, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect Debt is entered into prior to the incurrence of any New DebtOctober 1, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)2004.

Debt. No Originator shall It will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt other than: (a) Debt under the Loan Documents; (b) intercompany Debt; provided, however, that (x) such Debt shall be unsecured and, to the extent such Debt is incurred by a Loan Party, subordinated to the Advances and evidenced by an intercompany note in substantially the form of Exhibit D hereto and, to the extent such Debt is owed to a Loan Party, pledged to the Lenders pursuant to the Security Documents to secure the Borrowers' Obligations under the Loan Documents, and (y) loans made pursuant to this clause (b) may not be made to any Shipping Subsidiary created after the date hereof other than in an amount not to exceed the amount equal to the down payment for the vessel owned by such Shipping Subsidiary (such down payment not to exceed 30% of the purchase price for such vessel); (c) shipping vessel mortgages of any Shipping Subsidiary and unsecured guarantees of Shipping Holdings of shipping vessel mortgages of any Shipping Subsidiary; (d) other direct or indirect guaranties (other than the guaranties referred to in clause (c) above) of the Debt of other Persons not to exceed in the aggregate U.S.$35,000,000 (or the non-U.S. currency equivalent thereof); (e) Debt under Capitalized Leases, including any Capitalized Leases for refrigerated containers, in an aggregate principal amount not exceeding U.S.$100,000,000 (or the non-U.S. currency equivalent thereof); (f) Existing Debt secured by Real Property on the Agreement Date, and any Debt constituting a refinancing thereof; provided that any such refinancing shall not increase the aggregate principal amount of such existing Debt immediately prior to such refinancing and shall not be secured by any assets other than Real Property; (g) Debt secured by Liens on acquired assets permitted by clause (f) of the definition of "Permitted Liens" set forth in Article 1 hereof; provided that (i) such Debt was in existence prior to the acquisition of such assets and was not created in contemplation thereof, (ii) at the time of acquisition of such assets, such Debt could not be prepaid without penalty or premium, and (iii) the aggregate principal amount of such Debt shall not exceed U.S.$10,000,000 (or the non-U.S. currency equivalent thereof) at any time; (h) other secured Debt (other than Debt of a type described referred to in parts clauses (e), (f) or (g) above), including any purchase money indebtedness, outstanding in an aggregate principal amount not to exceed U.S.$30,000,000 (or the non-U.S. currency equivalent thereof); provided that no such Debt shall be secured by any Collateral (other than any Collateral consisting of Equipment (as defined in the definition of such term in Annex XSecurity Agreement) except acquired with purchase money financing; (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, ; (vj) Hedge Agreements and Foreign Exchange Contracts permitted under Section 6.14 hereof; and (k) other unsecured Debt arising out of on commercially reasonable terms and conditions and aggregating on a Consolidated basis not more than U.S.$30,000,000 (or the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt"U.S. currency equivalent thereof) provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist any Debt, except: (a) Debt (other than Debt of a type described in parts (f) Schedule 9.01, including renewals, extensions or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLCrefinancings thereof, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount thereof does not increase; (b) other Debt of all such Debt for any the Company subordinated on terms satisfactory to the Lenders to the Company's obligations under this Agreement and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) the Notes, the Letters of Credit and Letter of Credit Agreements and any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the Security Instrument in an aggregate allocated principal amount of such Capital Lease Obligations does not to exceed $10,000,000 at any one time and outstanding; (yc) after giving effect Debt of the Company to any Guarantor or any other Subsidiary which becomes a Guarantor prior to the incurrence of any New such Debt, and Debt of any Guarantor or any such Subsidiary to the ratio Company or to any other Guarantor or any such Subsidiary; (expressed as d) Debt of the Company to any Subsidiary (other than a percentage) Guarantor or any Subsidiary which becomes a Guarantor prior to the incurrence of (1) the total consolidated Debt (including without limitation New such Debt) or Debt of Cone ▇▇▇▇▇ any Subsidiary (other than a Guarantor or any Subsidiary which becomes a Guarantor prior to the incurrence of such Debt) to the Company in an aggregate principal amount not exceeding $5,000,000 at any one time outstanding; (e) accounts payable (other than for borrowed money) to trade creditors for goods or services incurred in the ordinary course of business and which are not in excess of 30 days past the due date, or, if greater than 30 days past due, are being contested in good faith and by appropriate proceedings; (f) Debt of the Company and any Subsidiary (other than newly-formed single purpose entity Subsidiaries created specifically for the purpose of investing in project finance transactions) incurred to purchase or to finance the purchase of, fixed assets in an aggregate principal amount not exceeding as to the Company and its Subsidiaries to $25,000,000 at any time outstanding; (2g) the sum Debt of the total consolidated Company incurred in the ordinary course of business in connection with performance bonds required of operators by the Minerals Management Service or other state or governmental agencies which the Company is required to post in connection with its activities as operator of Oil and Gas Properties up to the aggregate amount of $25,000,000 at any one time outstanding; provided, however, any outstanding utilization of performance bonds in excess of $5,000,000 shall reduce the availability on a dollor-for-dollar revolving basis of Revolving Credit Loans pursuant to Section 2.01(a); -49- (h) Debt of the Company in respect of judgment liens excepted under Section 9.03; (including without limitation New Debti) Debt of Cone ▇▇▇▇▇ the Company and its Subsidiaries plus under Capital Leases (and any extensions or renewals thereof or substitutions therefor) which do not in the consolidated Net Worth of Cone ▇▇▇▇▇ aggregate require the Company and its Subsidiaries on a consolidated basis to make payments (including, without limitation, rent, taxes, insurance, maintenance and similar expense which the Company or any Subsidiary is required to pay under the terms of any Capital Lease) in any calendar year in excess of $2,000,000; (j) Debt of the Company under or in respect of the Indenture and the Senior Subordinated Notes issued thereunder, and all amendments, supplements, renewals, extensions or refinancings thereof; provided, however, that (i) the aggregate principal amount of the Senior Subordinated Notes shall not exceed 65%$100,000,000, (ii) payment of principal of, premium, if any, interest and other amounts owing or to be owing under, in connection with or evidenced by the Indenture or the Senior Subordinated Notes shall be subordinated to the payment of the Indebtedness on terms set forth therein as of the Closing Date or otherwise reasonably satisfactory to the Administrative Agent, and (ixiii) any refinancingsamendment, amendments supplement, renewal, extension or modifications refinancing of the Indenture or any Senior Subordinated Notes shall be on terms no more restrictive to the Company than the terms of the Indenture and the Senior Subordinated Notes as they exist on the Closing Date, provided, however, with respect to subclause (ii) hereof, the Indenture and the Senior Subordinated Notes may be prepaid with net proceeds of an equity offering, provided, further, however, if any refinancing of the Debt of the Company under or in respect of the Indenture or any Senior Subordinated Note permitted pursuant to clause (vi) by the terms of this Agreement or (vii) above which does not have results in the effect Company receiving net proceeds in excess of increasing the aggregate principal amount thereof of the Senior Subordinated Notes outstanding on the Closing Date, the Borrowing Base shall be redetermined in accordance with Section 2.09; (k) Debt of the Company in connection with the Letters of Credit listed on Schedule 1.02(b); and (l) the Notes or other than to add accrued interest, fees Indebtedness or related expenses to such principal amount)any guaranty of or suretyship arrangement for the Notes or other Indebtedness.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) in the case of the Borrower and the other than Loan Parties, Debt incurred pursuant to the Loan Documents; (ii) unsecured Debt (w) of the Borrower to any of its Subsidiaries, (x) of any Domestic Subsidiary of the Borrower to the Borrower or any other Domestic Subsidiary of the Borrower, (y) of any Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower; provided, however, that the aggregate of all outstanding unsecured Debt of a type described Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower and Investments by the Borrower or any Domestic Subsidiary of the Borrower in parts any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof as permitted pursuant to Section 5.02(e)(i) herein shall not exceed (f1) $7,500,000 in any Fiscal Year, or (g2) in any event, $25,000,000 in the aggregate outstanding at any time and (z) of any Foreign Subsidiary of the definition of such term in Annex X) except (i) Debt of such Originator Borrower to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, Foreign Subsidiary; (iii) unfunded pension fund in the case of the Borrower and other employee benefit plan obligations and liabilities any of its Subsidiaries: (A) Debt secured by Liens permitted by Section 5.02(a)(iv), in each case incurred only if, immediately after giving effect to the extent permitted under applicable lawincurrence thereof, the limit on Capital Expenditures set forth in Section 5.02(o) hereof would not be breached; (ivB) endorser liability Debt incurred with respect to Capitalized Leases, in connection with each case incurred only if, immediately after giving effect to the incurrence thereof, the limit on Capital Expenditures set forth in Section 5.02(o) hereof would not be breached; (C) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (D) Subordinated Debt outstanding on the Closing Date; provided, that no principal shall be payable or paid by the Borrower or any of its Subsidiaries, as the case may be, on the Subordinated Debt until the Obligations under the Loan Documents shall have been repaid in full in cash, but interest on such Subordinated Debt may accrue and, so long as no Default exists, be payable or be paid by the Borrower or its applicable Subsidiary; (vE) unsecured Debt incurred in the ordinary course of business in the form of accounts payable arising out from the purchase of the Credit Facilityproperty or services, including, without limitation, Inventory acquired for resale; and (vi) existing Debt described on Schedule 4.03(k), (viiF) Debt incurred or assumed for the purpose in respect of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Bank Hedge Agreements.

Debt. No Originator Each Loan Party and the Parent shall not, and not permit any of its Subsidiaries to, create, incur, assume or suffer or permit to exist any Debt Debt, except: (a) Obligations under this Agreement and the other than Debt of a type described in parts Loan Documents; (f) or (g) of the definition of such term in Annex X) except (ib) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, the Company or any other Person expressly of its Subsidiaries secured by Liens permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(kSection 11.3(e), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset and extensions, renewals and refinancings thereof; provided that the aggregate outstanding principal amount of all such Debt for at any and all Originator's combined time outstanding shall not exceed $1,000,000 at 175,000; (c) Debt of the Company to any one timedomestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time Debt shall be evidenced by a demand note in form and (y) after giving effect substance satisfactory to the incurrence Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of any New Debt, the ratio Company hereunder in a manner satisfactory to the Administrative Agent; (expressed as a percentaged) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5; (1e) Contingent Liabilities of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and Company and/or its Subsidiaries to (2) the sum in respect of Debt of the total consolidated Company or its domestic Wholly-Owned Subsidiaries permitted by this Section 11.1; (f) Hedging Obligations approved in writing by the Administrative Agent for bona fide hedging purposes and not for speculation; (g) Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ described on Schedule 11.1 and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%any extension, and (ix) any refinancings, amendments renewal or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing refinancing thereof so long as the principal amount thereof is not increased; (other than h) the Debt to add accrued interest, fees or related expenses be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Loans hereunder); (i) the Debt to such principal amount)be assumed in connection with a Convertible Note Offering; and (j) Approved Subordinated Debt.

Debt. No Originator shall create, incur, assume Become or permit to exist remain obligated for any Debt for borrowed money, or for any Debt incurred in connection with the acquisition of any property, real or personal, tangible or intangible, except: (a) Indebtedness to Lenders (or their Affiliates) hereunder, including without limitation, Hedging Obligations and Special Letters of Credit; (b) Debt not otherwise permitted hereunder which is in existence as of the Effective Date and disclosed on Schedule 8.4 attached hereto, and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on terms no less favorable to the Company and its Subsidiaries than in effect on the Effective Date and otherwise in compliance with this Agreement, regardless of any less favorable terms which may result from changes in market rates; (c) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of business and any unsecured letters of credit undertaken by such parties in the ordinary course of business outside the United States of America (and necessary under local customs and practices) to support such accounts payable; (d) purchase money Debt for fixed assets (including capitalized leases or other than non-cancelable leases having a term of 12 months or longer), provided that the aggregate amount of all such purchase money Debt outstanding at any time shall not exceed seven and one-half percent (7.5%) of a type described Tangible Net Worth; (e) any Debt assumed pursuant to an acquisition conducted in parts compliance with this Agreement, provided that such Debt was not entered into, extended or renewed in contemplation of such acquisition and provided further that the aggregate amount of all such Debt at any time outstanding shall not exceed six percent (6%) of Tangible Net Worth; (f) Debt to third parties issued by any Foreign Subsidiary of the Company in an aggregate amount at any time outstanding not to exceed $55,000,000; provided that such Debt be issued and at all times maintained on a pari passu basis with the Indebtedness, if any, of such Foreign Subsidiary, or on a basis subordinate thereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by the Agent and Required Lenders in their reasonable discretion) and provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing (it being understood that for purposes of this Section 8.4(f), the granting of Liens which are permitted under Section 8.5 hereof shall not be deemed to constitute the entry into more restrictive covenants or to be other than on a pari passu basis); (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLCIntercompany Loans, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities but only to the extent permitted under the other applicable lawterms and limitations of this Agreement, including but not limited to Section 8.7 hereof; (ivh) endorser liability unsecured Debt issued under Rule 144A of the Securities Act of 1933 or pursuant to a private placement in an aggregate amount for all such Debt issued under this subparagraph (but without giving effect to any repayments or principal reductions thereof) not to exceed Two Hundred Million Dollars ($200,000,000); provided that such Debt be issued and all times maintained on a basis subordinate hereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by the Agent and the Required Lenders in their reasonable discretion); provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing; and provided further that prior to or concurrently with the issuance of such Debt, the Revolving Credit Aggregate Commitment is permanently reduced by an amount equal to not less than 75% of the proceeds of such Debt, net of normal and customary expenses of issuance payable to third parties; (i) any reimbursement obligations arising in connection with the endorsement letters of negotiable instruments for deposit or collection credit described in Schedule 8.3 attached hereto; and (j) the ordinary course of businessBCc Replacement Financing, (v) unsecured the New Convertible Subordinated Debt arising out of the Credit Facility, (vi) existing and any other Subordinated Debt described disclosed on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)8.13 attached hereto.

Debt. No Originator shall createCreate, incur, assume guarantee or permit suffer to exist any Debt, except: (i) the Obligations; (ii) Debt (other than Debt of a type described existing on the date hereof and set forth in parts (f) or (gSection 7.2(a) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, Disclosure Schedule and Permitted Refinancings thereof; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Senior Bank Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that so long as the aggregate outstanding principal amount thereof does not exceed the lesser of all (1) $75,000,000 and (2) the sum of (A) the Borrowing Base (as defined in the Senior Loan Agreement as in effect on the date hereof) which, if applicable, shall be calculated after giving effect to the Availability Block (as defined in the Senior Loan Agreement as in effect on the date hereof), plus (B) $3,000,000 of Bank Products constituting Senior Bank Debt; (iv) Permitted Purchase Money Debt and Permitted Refinancings thereof; (v) [Reserved]; (1) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt for any and all Originator's combined shall was not exceed $1,000,000 at any one time; (viii) any other unsecured Debtincurred in contemplation of such Person becoming a Subsidiary or such acquisition, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to so long as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does all Debt incurred in reliance on this clause (vi) shall not exceed $10,000,000 at any one time time, and (y2) after giving effect to Debt arising from agreements providing for indemnification, adjustment of purchase price, earnout or other similar obligations, in each case, incurred or assumed in connection with the incurrence acquisition or disposition of any New Debtbusiness, assets or a Subsidiary, and in each case, Permitted Refinancings thereof; (vii) Permitted Contingent Obligations; (viii) [Reserved]; (ix) Debt in respect of Hedging Agreements entered into in the ratio Ordinary Course of Business and not for speculative purposes; (expressed x) Debt incurred in connection with the financing of insurance premiums; (xi) Debt owed to any Person providing workers’ compensation, health, disability or other employment benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course of Business; (xii) Debt in respect of completion bonds, performance bonds, bid bonds, appeal bonds and surety bonds and similar obligations and reimbursement obligations under letters of credit securing completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, operating leases and similar obligations, in each case, provided in the Ordinary Course of Business; (xiii) Debt incurred in connection with cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services and other similar arrangements of the Company or any Subsidiary, in each case in the Ordinary Course of Business in an aggregate principal amount for all such Debt under this clause (xiii) not to exceed $2,000,000; (xiv) reimbursement obligations in connection with letters of credit issued for the account of the Company or its Subsidiaries in an aggregate amount to not exceed $3,000,000; (xv) Debt incurred as a percentageresult of endorsing negotiable instruments received in the Ordinary Course of Business; (xvi) of intercompany Debt (1) among any Obligor and any other Obligor, so long as such Debt is subordinated to the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to Obligations (2) owed by any Obligor to a Subsidiary that is not an Obligor, so long as (A) such Debt is subordinated to the sum Obligations and (B) the aggregate amount of all Debt under this clause (2) does not exceed $500,000, or (3) owed by any Subsidiary that is not an Obligor to any Obligor, so long as the aggregate amount of all Debt under this clause (3) does not exceed $500,000; (xvii) Debt pursuant to the Hercules Facility; provided that the Refinancing occurs prior to or substantially concurrently with the occurrence of the total consolidated Initial Closing; (xviii) other Debt so long as the outstanding aggregate principal amount of all Debt under this clause (including without limitation New Debtxvii) of Cone ▇▇▇▇▇ does not exceed $2,000,000; and its Subsidiaries plus provided that the consolidated Net Worth of Cone ▇▇▇▇▇ Company and its Subsidiaries shall not exceed 65%, be permitted to incur any Convertible Debt or any Subordinated Debt in reliance on the foregoing paragraphs (i) to and including (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountxvii).

Debt. No Originator shall createIncur, incurassume, assume guarantee or permit otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (a) Debt incurred or created hereunder and under the other Loan Documents (including Debt created under Section 2.09); (b) Debt outstanding on (or made pursuant to exist any Debt binding commitments existing on) the Effective Date as set forth on Schedule 6.01(b) and Permitted Refinancings thereof; (other than Debt of a type described in parts (fc) or (g) of the definition of such term in Annex X) except (i) Debt incurred or assumed by the Company or any of the Restricted Subsidiaries for the purpose of financing (except with respect to the equipment and fixed assets set forth on Schedule 6.01(c), within 180 days of the applicable acquisition, lease, construction or improvement) all or any part of the cost of acquiring, leasing, constructing or improving any equipment or fixed asset (including through Capital Leases) (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) and (ii) Permitted Refinancings thereof; provided that the aggregate principal amount at any time outstanding of Debt incurred pursuant to this paragraph (c) shall not exceed $150,000,000; (d) intercompany Debt among the Company and its Subsidiaries; provided that (x) upon request of the Administrative Agent any such Debt owed to a Loan Party shall be evidenced by a promissory note pledged and delivered to the Administrative Agent as additional security for the Obligations, together with an appropriate allonge or note power, (y) with respect to any such Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt shall be subordinated in right of payment to the Obligations pursuant to the Affiliate Subordination Agreement, and (z) any corresponding Investment shall be permitted by Sections 6.07(c), (r) or (t); (e) Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $150,000,000; (f) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (i) Debt assumed in connection with Permitted Acquisitions; provided, that, (x) such Debt was not incurred in contemplation of such Originator Permitted Acquisition, (y) both immediately prior and after giving effect to CRLLCany Debt incurred pursuant to this clause (g), no Event of Default shall have occurred and be continuing and (z) the Company and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or Section 6.14, as applicable, determined on a pro forma basis (A) with respect to Section 6.13, as of the last day of the most recently ended four fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, and (B) with respect to Section 6.14, as of the date thereof, and (ii) any Affected PartyPermitted Refinancing thereof; (h) [reserved]; (i) Debt representing deferred compensation, any Purchaser Indemnified Personseverance and health and retirement benefits or the equivalent thereof to employees, directors, management and consultants of the Company or the Restricted Subsidiaries incurred in the ordinary course of business; (j) Debt consisting of obligations with respect to indemnification, the adjustment of the purchase price (including customary earnouts) or similar adjustments incurred in connection with a Permitted Acquisition or any other Person Investment or Disposition expressly permitted hereunder; (i) Debt arising from the honoring by this Agreement a bank or any other Related Documentfinancial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within 5 Business Days of its incurrence and (ii) deferred taxesDebt in respect of credit card processing agreements, (iii) unfunded pension fund automatic clearinghouse arrangements, overdraft protections and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability similar arrangements in each case in connection with cash management and deposit accounts and in the endorsement ordinary course of negotiable instruments for deposit business; provided that any such Debt (x) (other than credit card processing agreements or collection similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, in each case, issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits (including with respect to immediate family members of employees, directors or members of management) or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims or obligations referred to in paragraph (m) below, letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of Real Estate under which such Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries, in each case, issued or created in the ordinary course of business and consistent with past practice; (n) Debt arising under Swap Agreements not incurred for purposes of speculation; (o) Debt consisting of the accretion of original issue discount with respect to Permitted Convertible Notes; (p) Guarantees of Debt of the Company or any Subsidiary, which Debt is otherwise permitted hereunder; provided that (x) if such Debt is subordinated to the Obligations, such guarantee shall be subordinated to the same extent and (y) no such Guarantee by a Loan Party shall be permitted under this paragraph (p) of Debt of a subsidiary that is not a Loan Party, other than Guarantees constituting an Investment permitted under Section 6.07; (q) Debt owing to current or former officers, directors, managers, consultants or employees of the Company or immediate family members to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) permitted by Section 6.03(a) and Permitted Refinancings thereof; (r) Debt of the Company or any Restricted Subsidiary owing to any joint venture (regardless of the form of legal entity) that is not a subsidiary arising in the ordinary course of business of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Loan Party (including Permitted Convertible Notes), if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Debt does not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Debt (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Debt does not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to (x) fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of term loans or senior notes that are not convertible into Equity Interests only, customary asset sale (or casualty or condemnation event), extraordinary receipts and/or (solely in the case of term loans) excess cash flow offer or repayment provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Debt permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions, and (y) in the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate principal amount of such Debt), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Debt are not more materially restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Debt, (y) provisions related to any equity provisions of such Debt or (z) terms that are customary market terms for Debt of such type as reasonably determined by the Borrower Representative; (v) unsecured to the extent such Debt arising out is subordinated, the terms of such Debt provide for customary payment or lien subordination, as applicable, to the Credit Facility, Obligations as reasonably determined by the Administrative Agent in good faith; (vi) existing which Debt: (A) may be unsecured; or (B) secured; provided that if such Debt described is secured: (1) prior to the Fixed Asset Release Event, to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Collateral, the Lien on Schedule 4.03(ksuch Collateral securing such Debt shall be junior to the Lien on such Collateral securing the Obligations; (2) after the Fixed Asset Release Event, (i) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting ABL Collateral, the Lien on such ABL Collateral securing such Debt shall be junior to the Lien on such ABL Collateral securing the Obligations and (ii) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Fixed Assets, the Obligations shall be secured by a Lien on such Fixed Assets, which Lien may be junior to the Lien on such Fixed Assets securing such Debt; (3) if secured by a Lien on ABL Collateral or Fixed Assets, at the time of the entering into of any such Debt, an Acceptable Intercreditor Agreement shall have been entered into and shall be in full force and effect and the Loan Parties shall have complied with their obligations under Section 5.13(c), which shall provide, (viiI) in connection with any Debt incurred or assumed (other than, after the Fixed Asset Release Event, a Fixed Asset Facility), inter alia, that the Administrative Agent, for the purpose benefit of financing the Secured Parties, shall retain a first priority lien on all Collateral or (II) in connection with any part Fixed Asset Facility entered into after the Fixed Asset Release Event, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all ABL Collateral and shall have a second priority lien on the Fixed Assets securing such Originator's cost Fixed Asset Facility; (4) prior to the Fixed Asset Release Event, such Debt shall not be secured by any Intellectual Property or by the Equity Interests of acquiring any fixed asset Subsidiary the assets of which are comprised primarily of Intellectual Property; provided that if after the Fixed Asset Release Event such Debt is secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property, the Obligations shall be secured by a Lien on such Intellectual Property and Equity Interests, which Lien may be junior to the Lien on such Intellectual Property and Equity Interests securing such Debt; and (5) the aggregate outstanding principal amount of all such secured Debt for any and all Originator's combined shall not exceed the greater of (A) $1,000,000 2,000,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time outstanding and (yB) an amount such that after giving pro forma effect to the incurrence of any New such Debt, the ratio Secured Leverage Ratio is equal to or less than 1.50 to 1.00. (expressed as C) may be guaranteed on a percentage) of (1) like basis by the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or other Loan Parties; and (vii) above such Debt shall be in an aggregate principal amount not to exceed the greater of (A) $5,000,000,000 at any time outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the Total Leverage Ratio is equal to or less than 4.00 to 1.00. (all unsecured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Secured Indebtedness”); (t) Permitted Convertible Notes issued by the Company (which may be guaranteed on a like basis by the other Loan Parties), and Guarantees by any Loan Party of Permitted Convertible Notes issued by Rivian Parent, in each case if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Permitted Convertible Notes do not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Permitted Convertible Notes (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Permitted Convertible Notes do not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the effect of increasing the principal amount thereof Maturity Date (other than pursuant to add accrued interestfundamental change, fees make-whole fundamental change, change of control or other similar event risk provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Permitted Convertible Notes permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Permitted Convertible Notes are no more restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Permitted Convertible Notes and (y) provisions related expenses to any equity provisions of such principal amount).Permitted Convertible Notes; (v) to the extent such Permitted Convertibl

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) in the case of the Borrowers, (A) Subordinated Debt evidenced by the Subordinated Notes, and any Debt extending the maturity of, or refinancing, in whole or in part such Subordinated Notes, PROVIDED that the terms of any such extension or refinancing, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents, PROVIDED, FURTHER, that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension or refinancing, PROVIDED, FURTHER, that the terms relating to principal amount, amortization, maturity, interest rate, subordination, and other material terms of any such extension or refinancing and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of the Subordinated Notes. (B) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice, and (C) Debt consisting of any undertaking by the U.S. Borrower to guaranty the obligations of the Mexico Subsidiary, in an aggregate principal amount not to exceed $35,000,000; (ii) in the case of any of its Restricted Subsidiaries (A) Debt owed to the Borrowers or to a Restricted Subsidiary of the Borrowers, and (B) in the case of the Mexico Subsidiary only, Debt in an aggregate amount not to exceed $35,000,000 at any time outstanding; and (iii) in the case of the Borrowers and any of their Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate amount equal to $50,000,000 at any time outstanding, (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents, PROVIDED that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (D) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a type described Restricted Subsidiary of either Borrower in parts (faccordance with the provisions of Section 5.02(e)(xi) or (gxii); PROVIDED that such Debt was not incurred in contemplation of such merger, consolidation or investment; and PROVIDED FURTHER that neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt; and PROVIDED FURTHER, that the aggregate amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $100,000,000 in the definition of such term in Annex Xaggregate at any time outstanding, (E) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (F) Debt incurred in connection with an Investment made pursuant to Section 5.02(e)(xi) or (xii); PROVIDED, that the aggregate amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (D) of this Section 5.02(b)(iii), in no event exceed $100,000,000 in the aggregate at any time outstanding, (G) Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries, (H) Debt in respect of any bankers' acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (vI) unsecured other Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the outstanding in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not to exceed $1,000,000 50,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt other than: (other than Debt of a type described in parts (fa) or (g) In the case of the definition of such term in Annex X) except Borrower, (i) Debt of such Originator incurred pursuant to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, the Loan Documents and (ii) deferred taxesDebt owed to a Subsidiary as a result of cash advances from such Subsidiary to Borrower after the Closing Date which shall be repaid from time to time; (b) In the case of any of the Subsidiaries of the Borrower, Debt owed to the Borrower or to a Wholly Owned Domestic Subsidiary of the Borrower; provided, that such Debt shall be evidenced by an Intercompany Note, such Intercompany Note is assigned and pledged to the Administrative Agent pursuant to the terms of the Security Agreement and the Note Assignment Agreement and there are no restrictions whatsoever on the ability of such Subsidiary to repay such Debt; (c) In the case of the Borrower and any of its Subsidiaries: (i) (A) Debt secured by Liens permitted by Section 6.1(d) not to exceed in the aggregate $500,000 at any time outstanding, (iiiB) unfunded pension fund and other employee benefit plan obligations and liabilities Capitalized Leases, collectively not to exceed in the extent permitted under applicable lawaggregate $250,000 at any time outstanding, (ivC) endorser liability Operating Leases with a maximum annual rental obligation collectively not to exceed in connection with the aggregate $3,000,000 at any time outstanding and (D) Debt existing on the Closing Date and described on Schedule 4.19; and (ii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (d) In the case of Carsen, Debt incurred pursuant to (vi) unsecured Debt arising out of the Canadian Credit Facility, Agreement in an amount not to exceed $5,000,000 and (viii) existing Debt described on Schedule 4.03(kthe Hedge Agreements permitted under Section 6.16(b), ; and (viie) Debt assumed in connection with a Permitted Acquisition but not incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)in contemplation thereof.

Debt. No Originator shall The Borrower will not permit any Subsidiary to create, incur, assume assume, guarantee, otherwise become liable for or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Credit Documents; (ii) deferred taxesDebt existing on the Effective Date (such Debt, to the extent the principal amount thereof is $25,000,000 or more, being described on Schedule 4.01(r) attached hereto); (iii) unfunded pension fund and other employee benefit plan obligations and liabilities Debt owing to the extent permitted under applicable lawBorrower, any Subsidiary or any SPV; (iv) endorser liability Debt under any interest rate protection agreements or foreign exchange ▇▇▇▇▇▇ (regardless of whether such hedging obligations are subject to hedge accounting) incurred in connection the ordinary course of business and not for speculative purposes; (v) Debt (x) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (y) arising from the endorsement honoring by a bank or other Person of negotiable instruments for deposit a check, draft or collection similar instrument inadvertently drawing against insufficient funds, all such Debt not to exceed $100,000,000 in the aggregate at any time outstanding; (vi) Debt of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or any Subsidiary of the Borrower and not incurred in contemplation of such transaction; (vii) Debt under performance guaranties and letters of credit issued in the ordinary course of business, ; (vviii) unsecured Debt arising out consisting of Pre-Completion Guaranties to the extent that the aggregate principal amount of the Credit Facility, obligations guaranteed under such Pre-Completion Guaranties does not exceed $175,000,000 at any time outstanding; (vi) existing Debt described on Schedule 4.03(k), (viiix) Debt incurred or assumed for the purpose of financing all or any a part of such Originator's the purchase price or construction cost of acquiring property (including the cost of upgrading, refurbishing, renovating or repairing drilling rigs, drillships and other vessels and platforms owned by the Borrower or any fixed asset of its Subsidiaries) within the limitations of Section 5.02(c)(iv) above; (x) Debt in an aggregate principal amount outstanding at the time of incurrence thereof (together with all such other Debt outstanding pursuant to this clause (x) at such time) not to exceed $100,000,000 (the “Subsidiary Debt Basket Amount”); (xi) Debt not otherwise permitted under any other clause of this Section 5.02(d) so long as each Subsidiary incurring such Debt has in force a Subsidiary Guaranty in substantially the form of Exhibit G; provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty, and all obligations thereunder of the Guarantor party thereto, shall be terminated upon notice by the Borrower to the Administrative Agent that (a) the aggregate outstanding principal amount of Debt of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred Subsidiaries outstanding pursuant to as the "New Debt") provided that immediately preceding clause (x) and this clause (xi) is equal to or less than the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time Subsidiary Debt Basket Amount and (yb) after giving effect to the incurrence no Default or Event of any New Debt, the ratio Default has occurred and is continuing; (expressed as a percentagexii) Debt of Subsidiaries (1a) the total consolidated Debt (including without limitation New Debt) whose assets consist primarily of Cone ▇▇▇▇▇ and its Subsidiaries to (2) -up rigs owned by the sum Borrower or any Subsidiary as of the total consolidated Debt Effective Date (including without limitation New Debt) or the capital stock of Cone Subsidiaries whose assets consist primarily of ▇▇▇▇▇ and its Subsidiaries plus -up rigs owned by the consolidated Net Worth Borrower or any Subsidiary as of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, the Effective Date) and (ixb) all or a portion of the capital stock of which is intended to be distributed to the shareholders of the Borrower (such Subsidiaries being referred to as “Spin-off Subsidiaries”); provided that neither the Borrower nor any Subsidiary of the Borrower (other than Spin-off Subsidiaries) shall have any liability in respect of such Debt; and (xiii) extensions, refinancings, amendments renewals or modifications of any replacements of the Debt permitted pursuant to clause (vi) above which, in the case of any such extension, refinancing, renewal or (vii) above which replacement, does not have increase the effect amount of increasing the principal amount thereof (Debt being extended, refinanced, renewed or replaced, other than amounts incurred to add accrued interestpay the costs of such extension, fees refinancing, renewal or related expenses to such principal amount)replacement.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of ---- its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) in the case of the Parent Borrower, (A) Debt in respect of such Originator Hedge Agreements with one or more Secured Parties designed to CRLLC, any Affected Party, any Purchaser Indemnified Person, hedge against fluctuations in interest rates or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection foreign exchange rates incurred in the ordinary course of businessbusiness and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $__________ at any time outstanding, (B) Subordinated Debt in an aggregate amount not to exceed $__________ at any time outstanding issued or incurred to finance, in whole or in part, any acquisition under Section 5.02(f)(viii) which Debt has been issued to the seller of the company or business being acquired at the time of such acquisition; provided, however, that such Debt shall be -------- ------- subordinated to the Obligations of the Loan Parties under the Loan Documents on terms and conditions satisfactory to the Administrative Agent, (C) Debt owed to a wholly owned Subsidiary of the Parent Borrower (other than the Sub Borrower), so long as no Default shall have occurred and be continuing at the time of issuance or incurrence of such Debt or would result therefrom and which Debt (x) shall constitute Pledged Debt, (vy) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Administrative Agent pursuant to the terms of the Security Agreement, (D) Debt under the Senior Notes Indenture in an aggregate principal amount not to exceed $180,000,000 in original issue amount, and (E) unsecured Debt arising out incurred in the ordinary course of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any business and all Originator's combined shall aggregating not exceed more than $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 5,000,000 at any one time and outstanding, (ii) in the case of the Parent Borrower's Subsidiaries, (A) in the case of the U.K. Subsidiaries, Debt owed to the Sub Borrower; provided that, in each case, such Debt (w) -------- shall constitute Pledged Debt (as defined in the Security Agreement), (x) shall be on terms acceptable to the Administrative Agent, (y) after giving effect shall be evidenced by promissory notes in substantially the form of Exhibit I-1 hereto, such promissory notes shall be secured by the personal property, and such other property as the Administrative shall require from time to time, of the makers thereof and such promissory notes shall be pledged as security for the Obligations under the Loan Documents to which the holder thereof is a party and delivered to the incurrence Administrative Agent pursuant to the terms of any New Debt, the ratio Security Agreement and Section 5.01(o) and (expressed as a percentage) of (1z) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum Obligations of the total consolidated Debt U.K. Subsidiaries under such promissory notes shall be guaranteed by the Foreign Guarantors pursuant to the Foreign Guaranty, and (including without limitation New DebtB) of Cone ▇▇▇▇▇ and its Subsidiaries plus in the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications case of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have Subsidiaries of the effect of increasing the principal amount thereof Parent Borrower (other than the Sub Borrower and any Excluded Subsidiary), Debt owed to add accrued interestthe Parent Borrower or to a wholly-owned Subsidiary of the Parent Borrower (other than the Sub Borrower and any Excluded Subsidiary); provided -------- that, fees or related expenses to in each case, such principal amountDebt (x) shall constitute Pledged Debt (as defined in the Security Agreement).,

Debt. No Originator Parent and Subsidiaries other than CAFS. Parent shall not, and shall not permit any of its Subsidiaries (other than CAFS) to, create, incur, assume assume, become, or permit be liable in any manner in respect of, or suffer to exist exist, any Debt, except (a) Debt under the Loan Papers, (b) Funded Debt under each Note Purchase Agreement and guaranties of such Debt made by Parent and Subsidiaries of Parent, (c) other Debt in existence on the date hereof, as shown on Schedule 4.08-a, (d) purchase money Debt incurred for the acquisition of tangible assets, provided the aggregate principal amount of such Debt incurred in any fiscal year shall not exceed $1,000,000, (e) trade payables incurred and paid in the ordinary course of business, (f) Contingent Liabilities under or relating to the Loan Papers, (g) Contingent Liabilities in existence on the date hereof, as shown on Schedule 4.08-a, (h) guarantees by Parent and its Subsidiaries (other than Debt of a type described in parts (f) or (gCAFS) of the definition obligations in respect of such term in Annex X) except Interest Hedge Agreements permitted under Section 5.19, (i) Debt of such Originator each Subsidiary of Parent (other than CAFS) to CRLLC, any Affected Party, any Purchaser Indemnified Person, Parent or any other Person expressly permitted by this Agreement or any other Related Documentto another Subsidiary of Parent, (iij) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with Contingent Liabilities resulting from the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (vk) unsecured Convertible Subordinated Debt arising out of the Credit Facilityin an aggregate principal amount not to exceed at any time $25,000,000, (vil) existing as to Parent and its Subsidiaries (other than CAFS) on a consolidated basis, other Debt not to exceed at any time, in the aggregate principal amount, the difference between (i) $10,000,000, minus (ii) the sum of all Attributable Debt in respect of all Sale and Leasebacks occurring on and after the Effective Date, (m) renewals and restatements of any Debt described on Schedule 4.03(kin Sections 5.07(a) through (l), (vii) Debt incurred or assumed for provided the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such the Debt for any and all Originator's combined shall renewed or restated does not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect Debt immediately prior to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%such renewal or restatement, and (ixn) any refinancingsas to Parent, amendments or modifications only, its obligations under the CAFS Guaranty. (i) Section 5.09 is amended by deleting "and" immediately preceding "(k)" and by adding the following immediately preceding the period: , and (l) Debt of any of the Debt CAFS payable to Cameron permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountby Section 5.20(b).

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) in the case of the Borrower, (A) Debt in respect of such Originator Hedge Agreements designed to CRLLChedge against fluctuations in interest rates or foreign exchange rates, any Affected Partyand not for speculative purposes, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection incurred in the ordinary course of businessbusiness and consistent with prudent business practice, and (vB) unsecured Debt owed to a wholly owned Subsidiary of the Borrower, which Debt (x) shall be on subordinated terms reasonably acceptable to the Administrative Agent and (y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, such Debt (x) shall be on terms reasonably acceptable to the Administrative Agent and (y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent; and (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents (which, in the case of Secured Hedge Agreements, should be consistent with the terms of Section 5.02(b)(i)(A)), (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $30,000,000 at any time outstanding, (1) Debt arising out under the Korry Lease in an aggregate amount not to exceed $26,500,000 at any time outstanding and (2) other Capitalized Leases not to exceed in the aggregate $50,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and any Debt in respect of the Credit FacilitySenior Subordinated Notes or the 2007 Senior Notes, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount terms of all any such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured extending, refunding or refinancing Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debtof any agreement entered into and of any instrument issued in connection therewith, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as are not otherwise prohibited by the "New Debt") Loan Documents, provided further that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Surviving Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum or Debt in respect of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus Senior Subordinated Notes or the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries 2007 Senior Notes shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) be increased above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any)., and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate,

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Loan Documents; (ii) deferred taxesin the case of (A) the Borrower, Debt in respect of Junior Obligations, the proceeds of which are applied to prepay the Obligations of the Borrower under the Loan Documents in accordance with Section 2.05(b)(ii) and (B) the Borrower and its Subsidiaries, Debt, not exceeding at any one time $20,000,000 in the aggregate, in respect of Obligations incurred pursuant to credit card services agreements providing for processing services in connection with credit card transactions by customers of the Borrower and its Subsidiaries; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, Surviving Debt outstanding as of the Closing Date; (iv) endorser liability unsecured contingent obligations arising in connection with Permitted Acquisitions in an aggregate principal amount not to exceed $50,000,000 at any time outstanding in the aggregate for the Borrower and its Subsidiaries, provided that no such contingent obligation shall exceed an amount equal to 75% of the Purchase Price of the related Permitted Acquisition; (v) Debt owed by a Subsidiary to the Borrower or to a wholly- owned Subsidiary of the Borrower, or by the Borrower to a Subsidiary in connection with the Borrower's cash management program; (vi) Debt secured by Liens permitted by Section 5.02(a)(ii) and (iv) not to exceed $20,000,000 in the aggregate for the Borrower and its Subsidiaries; (vii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured trade payables of the kind included in clause (b) of the definition of Debt; (ix) Subordinated Debt incurred on or before March 31, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that 1999; (x) if the Borrower shall have received gross cash proceeds from the sale of the Borrower Preferred Stock in an aggregate allocated principal amount of such Capital Lease more than $250,000,000 and less than $440,000,000, the Roche Debt; (xi) Obligations does not exceed $10,000,000 at any one time to redeem the Preferred Stock; and (yxii) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt otherwise permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the this Section 5.02(j), in an aggregate principal amount thereof (other than not to add accrued interest, fees or related expenses to such principal amount)exceed $32,000,000 at any time outstanding in the aggregate for the Borrower and its Subsidiaries.

Debt. No Originator shall create, incur, assume Become or permit to exist remain obligated for any Debt for borrowed money, or for any Debt incurred in connection with the acquisition of any property, real or personal, tangible or intangible, except: (other than a) Indebtedness to Lenders (or their Affiliates) hereunder, including without limitation, Hedging Obligations and Special Letters of Credit; (b) Debt of a type described not otherwise permitted hereunder which is in parts (f) or (g) existence as of the definition Restatement Date and disclosed on Schedule 8.4(b) attached hereto, and any renewals or refinancing of such term Debt in Annex Xamounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on terms no less favorable to Company and its Subsidiaries than in effect on the Restatement Date and otherwise in compliance with this Agreement, except for any less favorable terms which may result from changes in market rates; (c) except current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of business and any unsecured letters of credit undertaken by such parties in the ordinary course of business outside the United States of America (and necessary under local customs and practices) to support such accounts payable; (i) purchase money Debt for fixed assets (including operating leases and capitalized leases or other non-cancelable leases having a term of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, 12 months or any other Person expressly permitted by this Agreement or any other Related Documentlonger), (ii) deferred taxesDebt in respect of equipment leasing agreements (based on the aggregate lease payments during the term of such leases and all available extensions), (iii) unfunded pension fund Debt in respect of real property leases (based on the aggregate lease payments during the term of such leases and all available extensions) provided that the aggregate amount of the Debt permitted under clauses (i)-(iii) herein (excluding such Debt as is set forth on Schedule 8.4(d) attached hereto) shall not exceed ten percent (10%) of Tangible Net Worth; (e) any Debt assumed pursuant to an acquisition conducted in compliance with this Agreement, provided that such Debt was not entered into, extended or renewed in contemplation of such acquisition and provided further that the aggregate amount of all such Debt at any time outstanding shall not exceed ten percent (10%) of Tangible Net Worth; (f) Debt to third parties issued by any Foreign Subsidiary of Company in an aggregate amount at any time outstanding not to exceed seven and a half percent (7.5%) of Tangible Net Worth; provided that such Debt be issued and at all times maintained on a pari passu basis with the Indebtedness, if any, of such Foreign Subsidiary, or on a basis subordinate thereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and Required Lenders in their reasonable discretion) and provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing (it being understood that for purposes of this Section 8.4(f), the granting of Liens which are permitted under Section 8.5 hereof shall not be deemed to constitute the entry into more restrictive covenants or to be other employee benefit plan obligations and liabilities than on a pari passu basis); (g) Intercompany Loans, but only to the extent permitted under the other applicable lawterms and limitations of this Agreement, including but not limited to Section 8.7 hereof, and guaranties permitted under Section 8.3 hereof; (ivh) endorser liability unsecured Debt issued under Rule 144A of the Securities Act of 1933 or pursuant to a private placement in an aggregate amount for all such Debt issued under this subparagraph (but without giving effect to any repayments or principal reductions thereof) not to exceed Two Hundred Million Dollars ($200,000,000); provided that such Debt be issued and all times maintained on a basis subordinate hereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and the Required Lenders in their reasonable discretion); provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing; and provided further that prior to or concurrently with the issuance of such Debt, the Company shall prepay the Term Loan Advances by an amount equal to not less than 50% of the proceeds of such Debt, net of normal and customary expenses of issuance payable to third parties; (i) customary representations, warranties and indemnification provisions entered into in connection with the endorsement sale, transfer or other disposition of negotiable instruments securities or other assets of the Company and its Subsidiaries permitted pursuant to Section 8.2(f); (j) the BCc Replacement Financing, the New Convertible Subordinated Debt and any other Subordinated Debt disclosed on Schedule 8.13 attached hereto, together with any refinancing of such Debt, subject to the following requirements: that such refinancing shall (i) be on terms and conditions substantially similar or more favorable for deposit or collection in the ordinary course of businessCompany and its Subsidiaries to the existing Debt being refinanced, (vii) unsecured Debt arising out of not increase the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate then outstanding principal amount of all the Debt being refinanced, (iii) not take place while any Default or Event of Default shall have occurred and be continuing, or when any Default or Event of Default shall reasonably be expected to result from such Debt refinancing; and (iv) be subject to loan documentation for any and all Originator's combined shall which draft copies (in substantially final form) are delivered to Agent not exceed $1,000,000 at any one time; less than five (viii5) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred days prior to as the "New Debt") provided that (x) the aggregate allocated principal amount date of such Capital Lease Obligations does not exceed $10,000,000 at any one refinancing (or a shorter time and period if consented to by Agent); and (yk) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)unsecured Commodities Hedging Obligations.

Debt. No Originator shall create, incur, assume Become or permit to exist remain obligated for any Debt for borrowed money, or for any Debt incurred in connection with the acquisition of any property, real or personal, tangible or intangible, except: (other than a) Indebtedness to Lenders (or their Affiliates) hereunder, including without limitation, Hedging Obligations and Special Letters of Credit; (b) Debt of a type described not otherwise permitted hereunder which is in parts (f) or (g) existence as of the definition Restatement Date and disclosed on Schedule 8.4(b) attached hereto, and any renewals or refinancing of such term Debt in Annex Xamounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on terms no less favorable to Company and its Subsidiaries than in effect on the Restatement Date and otherwise in compliance with this Agreement, except for any less favorable terms which may result from changes in market rates; (c) except current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of business and any unsecured letters of credit undertaken by such parties in the ordinary course of business outside the United States of America (and necessary under local customs and practices) to support such accounts payable; (i) purchase money Debt for fixed assets (including operating leases and capitalized leases or other non-cancelable leases having a term of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, 12 months or any other Person expressly permitted by this Agreement or any other Related Documentlonger), (ii) deferred taxesDebt in respect of equipment leasing agreements (based on the aggregate lease payments during the term of such leases and all available extensions), (iii) unfunded pension fund Debt in respect of real property leases (based on the aggregate lease payments during the term of such leases and all available extensions) provided that the aggregate amount of the Debt permitted under clauses (i)-(iii) herein (excluding such Debt as is set forth on Schedule 8.4(d) attached hereto) shall not exceed ten percent (10%) of Tangible Net Worth; (e) any Debt assumed pursuant to an acquisition conducted in compliance with this Agreement, provided that such Debt was not entered into, extended or renewed in contemplation of such acquisition and provided further that the aggregate amount of all such Debt at any time outstanding shall not exceed ten percent (10%) of Tangible Net Worth; (f) Debt to third parties issued by any Foreign Subsidiary of Company in an aggregate amount at any time outstanding not to exceed seven and a half percent (7.5%) of Tangible Net Worth; provided that such Debt be issued and at all times maintained on a pari passu basis with the Indebtedness, if any, of such Foreign Subsidiary, or on a basis subordinate thereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and Required Lenders in their reasonable discretion) and provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing (it being understood that for purposes of this Section 8.4(f), the granting of Liens which are permitted under Section 8.5 hereof shall not be deemed to constitute the entry into more restrictive covenants or to be other employee benefit plan obligations and liabilities than on a pari passu basis); (g) Intercompany Loans, but only to the extent permitted under the other applicable lawterms and limitations of this Agreement, including but not limited to Section 8.7 hereof, and guaranties permitted under Section 8.3 hereof; (ivh) endorser liability unsecured Debt issued under Rule 144A of the Securities Act of 1933 or pursuant to a private placement in an aggregate amount for all such Debt issued under this subparagraph (but without giving effect to any repayments or principal reductions thereof) not to exceed Two Hundred Million Dollars ($200,000,000); provided that such Debt be issued and all times maintained on a basis subordinate hereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and the Required Lenders in their reasonable discretion); provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing; and provided further that prior to or concurrently with the issuance of such Debt, the Revolving Credit Aggregate Commitment is permanently reduced by an amount equal to not less than 50% of the proceeds of such Debt, net of normal and customary expenses of issuance payable to third parties; (i) customary representations, warranties and indemnification provisions entered into in connection with the endorsement sale, transfer or other disposition of negotiable instruments securities or other assets of the Company and its Subsidiaries permitted pursuant to Section 8.2(f); (j) the BCc Replacement Financing, the New Convertible Subordinated Debt and any other Subordinated Debt disclosed on Schedule 8.13 attached hereto, together with any refinancing of such Debt, subject to the following requirements: that such refinancing shall (i) be on terms and conditions substantially similar or more favorable for deposit or collection in the ordinary course of businessCompany and its Subsidiaries to the existing Debt being refinanced, (vii) unsecured Debt arising out of not increase the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate then outstanding principal amount of all the Debt being refinanced, (iii) not take place while any Default or Event of Default shall have occurred and be continuing, or when any Default or Event of Default shall reasonably be expected to result from such Debt refinancing; and (iv) be subject to loan documentation for any and all Originator's combined shall which draft copies (in substantially final form) are delivered to Agent not exceed $1,000,000 at any one time; less than five (viii5) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred days prior to as the "New Debt") provided that (x) the aggregate allocated principal amount date of such Capital Lease Obligations does not exceed $10,000,000 at any one refinancing (or a shorter time and period if consented to by Agent); and (yk) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)unsecured Commodities Hedging Obligations.

Debt. No Originator shall None of the Obligors or their Subsidiaries (other than Unrestricted Entities) and none of the Partnerships will incur, create, incur, assume or permit to exist any Debt Debt, except: (a) the Notes or other than Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of a type described the Borrower disclosed in parts Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under leases permitted under Section 9.08; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Obligor’s Oil and Gas Properties; (f) or Debt of the Obligors under Hedging Agreements permitted under Section 9.02; (g) Debt to AAI not to exceed $15,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (h) Intercompany Debt; provided, that, (i) any such Intercompany Debt shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (ii) such Intercompany Debt in excess of $250,000 shall be evidenced by an Intercompany Note pledged to secure the Obligations and in the possession of the definition of such term in Annex X) except Administrative Agent; and (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Subsidiaries to not otherwise described under subparagraphs (2a) the sum of the total consolidated Debt through (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (viig) above which does not have to exceed $5,000,000 in the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)aggregate.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Loan Documents; (ii) deferred taxes(x) Debt secured by Liens permitted by Section 5.02(a)(iv), (y) Capitalized Leases and (z) unsecured Debt; provided that, the sum of clauses (x), (y) and (z) shall not exceed in the aggregate $10,000,000 at any time outstanding; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities Debt owed to the extent Borrower or a Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be on subordination terms acceptable to the Administrative Agent and (z) be otherwise permitted under applicable law, the provisions of Section 5.02(f); (iv) endorser liability Debt incurred to pay premiums for insurance policies maintained by the Borrower or its Subsidiaries in the ordinary course of business not exceeding the aggregate amount of such unpaid premiums; (v) Contingent Obligations with respect to bonds issued to support workers’ compensation, unemployment or other insurance or self-insurance obligations, and similar obligations, in each case incurred by the Borrower and its Subsidiaries in the ordinary course of business; (vi) Debt in the form of any earnout or other similar contingent payment obligation incurred in connection with an acquisition permitted hereunder; (vii) Other unsecured Debt of the Borrower and its Subsidiaries incurred or assumed after the Closing Date; provided, that immediately after giving effect to the incurrence or assumption of such Debt, (a) no Default or Event of Default shall have occurred and be continuing or would result from such incurrence or assumption and the anticipated use of proceeds thereof; (b) all Net Cash Proceeds of any such Debt are used 101 to make a purchase or acquisition permitted by Section 5.02(f)(vi); and (c) the outstanding aggregate principal amount at any time of any such unsecured Debt shall not exceed the then current Flex-Debt Amount; (viii) Contingent Obligations of any Loan Party in respect of any Debt of any other Loan Party or any Subsidiary of a Loan Party that is permitted under this Agreement; (ix) Debt in respect of take-or-pay contracts entered into in the ordinary course of business; (x) Debt in respect of Hedge Agreements permitted by Section 5.02(l); (xi) Debt arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any such obligations of the Borrower or any of its Subsidiaries pursuant to such agreements, in each case incurred in connection with the endorsement disposition of negotiable instruments any business, assets or Subsidiary (other than Guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for deposit the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Borrower or collection any Subsidiary thereof in connection with such disposition; (xii) Debt arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument drawn against insufficient funds in the ordinary course of business; provided however, that such Debt is extinguished promptly after its incurrence; (xiii) Debt of the Borrower in respect of a letter of credit issued pursuant to any letter of credit facility, including any Debt constituting reimbursement obligations with respect to trade letters of credit issued in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that in an amount not to exceed $2,000,000 in the aggregate outstanding principal amount of for all such Debt for Debt; provided that, upon the drawing of any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount letter of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to credit or the incurrence of any New Debtsuch Debt constituting reimbursement obligations, such amount is reimbursed within 30 days following such drawing or incurrence; and (xiv) Debt existing on the Closing Date and listed on Schedule 5.02(b). Notwithstanding the foregoing, the ratio Negative Pledgors shall not create, incur, assume or suffer to exist any Debt except that the Telecos may incur Debt permitted by clauses (expressed as a percentageii), (iii), (v), (vi), (viii), (ix), (x), (xi), (xii), (xiii) of and (1xiv) the total consolidated above; provided that, any Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New DebtTelecos described in Section 5.02(f)(i)(D) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)be limited as provided therein.

Debt. No Originator shall createParent will not, and will not permit any Subsidiary to, incur, assume create, assume, or permit to exist any Debt, except: (a) Debt to Agent and Banks pursuant to the Loan Documents and existing Debt described on Schedule 9.1; (b) Intercompany Debt owed by the Parent or a Subsidiary to Borrower or loans or advances between Subsidiaries; provided that the sum of (i) the aggregate amount of all Debt owed by Restricted Group Members to Borrower and the other Subsidiaries at any time outstanding plus (ii) the aggregate amount of all capital contributions to, investments in and purchases of stock, bonds or other equity securities of Restricted Group Members by Parent and the other Subsidiaries made after the Closing Date shall not exceed the amounts provided for in Section 9.5(l), provided further, that the Seventeen Million Five Hundred Thousand Dollar ($17,500,000) capital contribution by Borrower to Friends LP and FGP permitted under Section 9.5(m) shall be excluded from the foregoing calculation; (c) Debt of Parent or any Subsidiary (other than Restricted Group Members) not to exceed Five Million Dollars ($5,000,000) in the aggregate for Parent and all Subsidiaries at any time outstanding secured by purchase money Liens permitted by Section 9.2; (d) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on Parent’s or a Subsidiary’s behalf in accordance with the policies issued to Parent and the Subsidiaries; THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 45 (e) Guarantees by Parent of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLCtrade accounts payable owed by a Subsidiary, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection arising in the ordinary course of business, (vii) unsecured Debt arising out of a Subsidiary or (iii) operating leases of a Subsidiary entered into in the Credit Facilityordinary course of business; provided that, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (xA) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time Debt guaranteed is otherwise permitted hereunder; and (yB) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments no Default exists or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to would result from such principal amount).Guarantee;

Debt. No Originator shall OEI will not and will not permit any of its Subsidiaries, including the Company, to incur, create, incur, assume or permit suffer to exist any Debt, except the following (each of which exceptions is in addition to, and not in limitation of, the other; and OEI may elect to classify any item of Debt under any applicable exception, and such classification shall not be deemed to be a utilization of any other potentially applicable exception): (a) the Indebtedness and the Canadian Indebtedness and any guarantees thereof; (b) Debt of OEI and its Subsidiaries, including the Company, existing on the date of this Agreement which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, refinancings and extensions thereof; (c) Debt created under leases which, in accordance with GAAP are or should be recorded as capital leases, in an aggregate amount not to exceed $10,000,000 at any one time outstanding; provided that UMC Canada may not incur, create, assume or suffer to exist any Debt under this Section 9.01(c) in an aggregate amount in excess of $2,000,000 at any one time outstanding; (other than d) Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of any Unrestricted Subsidiary that is Non-Recourse Debt, on terms approved by the Administrative Agent, the Syndication Agent and the Documentation Agent (which approval shall not be unreasonably withheld), provided that the Property of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified PersonUnrestricted Subsidiary is not included in the most recent calculation of the Borrowing Base, or (ii) of Persons who are not Subsidiaries of OEI which is Non-recourse to OEI and its Restricted Subsidiaries and any other Person expressly of their Property except for recourse constituting Debt permitted under Section 9.01(m); (e) (i) Subordinated Debt incurred pursuant to the Indentures and any refinancings permitted by Section 9.19(a) of this Agreement or a consent thereunder; provided that in no event may the aggregate principal amount of all Subordinated Debt under the Indentures exceed $510,000,000 at any other Related Documentone time outstanding without the consent of the Required Lenders, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability or in connection with the endorsement Pledge of negotiable instruments for deposit or collection in the ordinary course of businessProduction and Trust Agreements, and (viii) unsecured other Subordinated Debt arising out that is issued on terms reasonably satisfactory to each of the Credit FacilityAdministrative Agent, the Syndication Agent and the Documentation Agent with respect to maturity, interest rate, covenants and subordination language and any refinancings thereof permitted by Section 9.19(a) of this Agreement or a consent thereunder, provided that in connection with the issuance of any such Subordinated Debt under this clause (vi) existing Debt described on Schedule 4.03(kiii), the Borrowing Base and the Threshold Amount are redetermined; (viif) Debt of OEI or any of its Restricted Subsidiaries, including the Company, created, incurred or assumed for after the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset date hereof; provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and outstanding; (yg) after giving effect Debt owed by OEI or any of its Restricted Subsidiaries to OEI or any of its Restricted Subsidiaries; provided such Debt is on terms (including, without limitation, subordination provisions) reasonably satisfactory to the Administrative Agent (which approval shall not be unreasonably withheld); (i) Short-Term Pari Passu Debt, provided that prior to the issuance or incurrence of any New such Debt, the ratio (expressed Company provides the Administrative Agent notice thereof as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountrequired by Section 8.01(g).; and

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) in the case of the Borrower, (A) the Refinancing Securities, and (B) Debt consisting of Hedge Agreements entered into pursuant to Section 5.01(r), (ii) in the case of any of the Subsidiary Guarantors, (A) Debt owed to the Borrower or to another Subsidiary Guarantor, provided that (x) such Debt is subordinated to any Debt of such Originator Subsidiary Guarantor under the Loan Documents on terms and conditions acceptable to CRLLCthe Required Lenders and (y) such Debt is evidenced by a promissory note and such promissory note is pledged in favor of the Secured Parties pursuant to the terms of the Security Agreement, any Affected Partyand (B) Debt of Subsidiary Guarantors consisting of subordinated guaranties of the Refinancing Securities, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, provided that the subordination terms thereof shall be satisfactory to the Required Lenders; and (iii) unfunded pension fund in the case of the Borrower and other employee benefit plan obligations all its Subsidiaries, (A) Debt under the Loan Documents, 72 (B) Debt of the Borrower and liabilities its Subsidiaries secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the extent permitted under applicable law, aggregate $1,000,000 at any time outstanding, (ivC) endorser liability Capitalized Leases entered into by the Borrower and its Subsidiaries not to exceed in connection with the aggregate $1,000,000 at any time outstanding, (D) the Surviving Debt, (E) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, . (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viiiF) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred in connection with the financing permitted under the proviso to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountSection 5.01(t).

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (other than Debt of a type described in parts (fa) or (g) In the case of the definition Borrowers, Debt incurred pursuant to the Loan Documents; (b) In the case of MediaBay, debt owed to any Wholly-Owned Subsidiary of MediaBay, and in the case of any of the Subsidiaries of MediaBay (including Radio Spirits and Audio Book Club), Debt owed to MediaBay or to ▇ ▇▇▇▇▇▇-▇▇▇ed Subsidiary of MediaBay; provided, that all such Debt owed by any Subsidiary to MediaBay shall be evidenced by a promissory note, such promissory note shall be pledged to the Administrative Agent pursuant to the terms of the Security Agreement or such other document (including, without limitation, the Note Assignment Agreement) and, in the case of Debt owed by any Subsidiary, there shall be no restrictions whatsoever on the ability of such term in Annex XSubsidiary to repay such Debt; and (c) except In the case of the Borrowers and any of their Subsidiaries: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly (A) secured by Liens permitted by this Agreement or Section 6.1(d) and (B) Capitalized Leases, collectively not to exceed in the aggregate $500,000 at any other Related Document, time outstanding; (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iii) the Surviving Debt; (iv) Senior Subordinated Debt, provided that (A) principal and interest shall be payable or paid by MediaBay only in accordance with the terms and conditions of the applicable Subordinated Debt Documents and subject to Section 6.19 hereof and (B) the Borrower may, as required by the Senior Subordinated Debt Documents, cause its existing Subsidiaries and any Subsidiaries of the Company hereafter formed and/or acquired by the Company (or any Subsidiary of the Company) to issue guaranties of MediaBay Obligations under the Senior Subordinated Debt, which guaranties shall be substantially similar to the Subsidiary Guaranty issued pursuant to this Agreement, except that such guaranties will be subordinated to the Obligations of such Subsidiaries under the Subsidiary Guaranty or Guaranties issued or to be issued under this Agreement consistent with the subordination provisions set forth in the Convertible Senior Subordinated Note included in the Senior Subordinated Debt, will guaranty the Obligations of MediaBay under such Note and otherwise be in form and substance reasonably satisfactory to the Administrative Agent and the holder of such Note; (v) unsecured Debt arising out Subordinated Debt, notwithstanding any other provision of the Credit Facility, this Section 6.2. (vi) existing any Debt described on Schedule 4.03(kextending the maturity of, or refunding or refinancing, in whole or in part, the Debt referred to in this Section 6.2(c), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (xA) the aggregate allocated principal amount of such Capital Lease Obligations does Debt shall not exceed $10,000,000 at be increased above the principal amount thereof outstanding immediately prior to the refinancing and the direct and contingent obligors shall not be changed, as a result of or in connection with such extension, refunding or refinancing, except that any one time Subsidiary of the Company in existence at, or formed or acquired by the Company (or any Subsidiary of the Company) subsequent to, the date of any of such extension of the maturity of, or refunding or refinancing, in whole or in part, of the Senior Subordinated Debt, shall be permitted to guarantee such Debt as so extended, refunded or refinanced, to the same extent as such Subsidiaries are permitted to guarantee such Debt pursuant to Section 6.2(c)(iv) hereof, and no prepayment premium or penalty of any kind shall be incurred in connection therewith, and the terms thereof are no less favorable to any Borrower or the Lender Parties or the Administrative Agent (except as and to the extent set forth in respect of Senior Subordinated Debt under clause (vi)(B) below) than the terms of the refunded or refinanced Debt and the fees, expenses and other costs associated therewith are reasonably acceptable to the Administrative Agent in the exercise of its reasonable discretion; (B) no amendment, modification or supplement to the terms of any Debt or any refinanced or refunded Debt shall be made except if and to the extent permitted under Section 6.13, but amendments and modifications to any replacement for the Senior Subordinated Debt which are not inconsistent with the terms of Section 6.13(b) shall be deemed acceptable to the Lenders and the Administrative Agent; and (yC) after giving effect with respect to the incurrence first refinancing of any New the Senior Subordinated Debt that exists on the Effective Date, the principal amount of the replacement Debt shall at least equal the sum of (i) the principal amount then outstanding of such Senior Subordinated Debt which is refinanced and (ii) the fees, expenses and other costs payable by MediaBay or its Subsidiaries in connection with such refinancing; (vii) the Huntingdon Financing Debt, provided that principal and interest shall be payable or paid by MediaBay only in accordance with the ratio terms and conditions of the applicable Subordinated Debt Documents and subject to Section 6.20 hereof; (expressed as a percentage) of (1viii) the total consolidated Huntingdon Secured Subordinated Loan, provided that principal and interest shall be payable or paid by MediaBay only in accordance with the terms and conditions of the applicable Subordinated Debt Documents and subject to Section 6.19 hereof; and (including without limitation New Debtix) of Cone up to $500,000 in additional senior secured indebtedness provided by Huntingdon or Norton Herrick, his family or affiliates on the same terms ▇▇▇ ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ ▇s applicable to the Huntingdon Financing Debt provided that the holders of such senior secured indebtedness execute an intercreditor agreement in form and its Subsidiaries plus substance satisfactory to the consolidated Net Worth of Cone ▇▇▇▇▇ Lenders and its Subsidiaries provided further that principal and interest shall not exceed 65%, be payable or paid by MediaBay only in accordance with the terms and (ix) any refinancings, amendments or modifications of any conditions of the applicable Subordinated Debt permitted pursuant Documents and subject to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Section 6.20 hereof.

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt, except for: (a) Debt under this Agreement and the other Loan Documents; (other than b) inter-company indebtedness between Borrower and a Subsidiary or between any two or more Subsidiaries so long as any such inter-company indebtedness owed by Borrower or a Principal Subsidiary to a Principal Subsidiary is subordinated to the Loans pursuant to a subordination agreement in the form of Exhibit J; (c) any Non-Recourse Debt; (d) Debt arising under any Hedge Agreements permitted under Section 7.15; (e) any Permitted Private Placement Debt and any guaranty thereof made by any Guarantor Subsidiary in favor of a type described in parts the holders of such Permitted Private Placement Debt; (f) direct or contingent obligations under Outside Letters of Credit that are Financial Letters of Credit in an amount not to exceed $25,000,000 at any time; (g) unsecured liabilities of Borrower arising from the definition of such term in Annex Xbond or undertaking required under Section 6.17; (h) except any Debt deemed to exist with respect to any transaction permitted pursuant to Section 7.5; (i) Debt of such Originator to CRLLCthe “Guaranteed Obligations” under the Revolving Credit Agreement, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall “Outstanding Obligations” thereunder do not exceed $1,000,000 700,000,000 in principal amount outstanding at any one time, and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such “Guaranteed Obligations”; and (viiij) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations not otherwise permitted under clauses (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt"a) provided that through (xi) the aggregate allocated above in a principal amount not to exceed $150,000,000 outstanding at any time that is either secured (as permitted under Section 7.1) or unsecured and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).

Debt. No Originator shall createThe Borrower will not, and will not permit any Subsidiary or ▇▇▇▇▇▇ 2009 Partnership to, incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes and other Secured Obligations and any Permitted Refinancing Debt in respect thereof. (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (ib) Debt of such Originator the Borrower and its Subsidiaries existing on the date hereof that is set forth on Schedule 9.02, and any Permitted Refinancing Debt in respect thereof. (c) Purchase money Debt and Debt under Capital Leases not to CRLLC, exceed $5,000,000 in the aggregate at any Affected Party, time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties in an aggregate amount not to exceed $10,000,000 at any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, time outstanding. (iie) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities intercompany Debt among the Loan Parties to the extent permitted under applicable lawby Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guarantee and Collateral Agreement. (ivf) endorser liability in connection with the endorsement endorsements of negotiable instruments for deposit or collection in the ordinary course of business. (g) so long as the Intercreditor Agreement has been duly executed by the parties thereto and delivered to the Administrative Agent, (v) unsecured Debt arising out of under the First Lien Credit FacilityAgreement, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding original principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations which does not exceed $10,000,000 100,000,000 in the aggregate, and under any guaranties thereof at any time outstanding, and any refinancing thereof permitted by the Intercreditor Agreement in an aggregate principal amount not to exceed $100,000,000; provided, however, that immediately before and after giving pro forma effect to each borrowing of First Lien Loans or making of any other credit extension thereunder (including without limitation any issuance of a letter of credit thereunder), the aggregate amount of Debt that has been funded thereunder (including without limitation, the face amount of any letters of credit issued thereunder), shall not exceed the least of (i) 30% of the NYMEX Value of the total Proved Reserves of the Loan Parties as shown on the most recently delivered Reserve Report (as adjusted to give effect to Dispositions, individually or in the aggregate, of 5.00% or more of Proved Reserves of the Loan Parties as shown on the most recently delivered Reserve Report) delivered prior to the date such Debt was incurred, (ii) the Borrowing Base as in effect on the date such Debt was incurred and (iii) $100,000,000. (h) insurance premiums incurred in the ordinary course of business and consistent with past practices if the amount financed does not exceed the premium payable for the current policy period. (i) Debt arising under Cash Management Agreements with any financial institution in which the Borrower or any of its Subsidiaries maintains a deposit account. (j) Debt existing on the date hereof under the Restructuring Agreement. (k) Debt constituting the deferred purchase price payable in connection with the Gunsight Acquisition in accordance with the Gunsight Acquisition Agreement, in an aggregate principal amount not to exceed $950,000. (l) Debt constituting the deferred purchase price payable in connection with the Savant Acquisition in accordance with the Savant Acquisition Agreement, in an aggregate principal amount not to exceed $9,000,000, as such amount may be reduced in accordance with the Savant Acquisition Agreement. (m) other Debt not to exceed $5,000,000 in the aggregate at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall Neither the Borrower nor any Subsidiary will incur, create, incur, assume or permit to exist any Debt, except (with respect to the Borrower and any Active Subsidiary): (a) the Loans or other Obligations or any guaranty of or suretyship arrangement for the Loans or other Obligations (provided, however, that nothing contained herein shall prohibit any Inactive Subsidiary from executing a guaranty of, or entering a suretyship arrangement for, the Loans or other Obligations); (b) Debt of the Borrower or a Subsidiary (other than Debt Southern G) existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 6.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of a type described in parts (f) Property or (g) services), amounts owed to operators of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted Hydrocarbon Interests under applicable law, (iv) endorser liability in connection with the endorsement joint operating agreements or other extensions of negotiable instruments for deposit credit from suppliers or collection contractors from time to time incurred in the ordinary course of businessbusiness which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (vd) unsecured purchase money Debt arising out of the Credit FacilityBorrower or any Active Subsidiary and Debt under capital leases (as required to be reported on the financial statements of the Borrower or any Active Subsidiary pursuant to GAAP) not to exceed $7,500,000.00 in the aggregate; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties, not to exceed $10,000,000 in the aggregate; (vif) existing Debt described on Schedule 4.03(kof the Borrower and its Active Subsidiaries under Hedging Agreements, but only if such Hedging Agreement is not a speculative hedge and is otherwise permitted under Section 6.27 or required under Section 5.16; (g) Debt among the Borrower and its Active Subsidiaries, or among the Active Subsidiaries, in each case to the extent permitted by Section 6.03(g), in the form of intercompany advances not evidenced by notes or other instruments, in each case so long as such Active Subsidiary is a Guarantor under this Agreement; (viih) Accrued FAS 143 asset retirement obligations; (i) Revenue suspense accounts with respect to the Borrower’s or any Active Subsidiary’s Hydrocarbon Interests; (j) Debt incurred or assumed for the purpose of financing all or not otherwise permitted under this Section 6.01, which does not exceed at any part of such Originator's cost of acquiring any fixed asset provided that the time an aggregate outstanding principal amount of all $15,000,000.00; (k) Debt under the First Lien Loan Agreement and any Debt incurred to Refinance (as such term is defined in the Intercreditor Agreement) such Debt for and any and all Originator's combined shall not exceed $1,000,000 at guarantees thereof by any one timeof the Guarantors; (viii) any other unsecured Debtprovided, non-recourse Debt and Capital Lease Obligations (all such unsecured Debthowever, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (xi) the aggregate allocated principal amount of such Capital Lease Obligations does Debt shall not exceed $10,000,000 at any one time the amount permitted by the Intercreditor Agreement and (yii) after giving effect the Liens securing such Debt shall at all times be subject to the Intercreditor Agreement; (l) Permitted Subordinated Debt and Cash Paid Preferred, in each case incurred by the Borrower; provided that (i) in each case, at the time of the incurrence of any New Debtsuch Permitted Subordinated Debt or such Cash Paid Preferred, no Default or Event of Default shall have occurred and be continuing or would result therefrom and the ratio Borrower shall be in Pro Forma Financial Covenant Compliance, (expressed as ii) a percentage) senior financial officer of the Borrower shall have delivered an officer’s certificate demonstrating the calculation of such Pro Forma Financial Covenant Compliance in form and detail reasonably satisfactory to the Administrative Agent and (1iii) the total consolidated Borrower shall have notified the Administrative Agent reasonably prior to the issuance of such Permitted Subordinated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ or such Cash Paid Preferred and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) principal terms thereof and the Administrative Agent shall have approved of Cone ▇▇▇▇▇ and its Subsidiaries plus such terms to the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any extent the Administrative Agent’s approval thereof is contemplated by the definition of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)term “Permitted Subordinated Debt” and “Qualifying Preferred Stock”.

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt other than: (i) Debt incurred pursuant to this Agreement; (ii) unsecured Subordinated Debt and Permitted Subordinated Debt; (iii) accrued expenses, current trade payables and other than current liabilities arising in the ordinary course of business and not incurred through the borrowing of money; (iv) unsecured Debt (x) of any Subsidiary to the Borrower (y) of any Subsidiary to a type Subsidiary and (z) of the Borrower to any Subsidiary, provided that any such Debt under this clause (iv) is incurred in the ordinary course of business consistent with past practice and is evidenced by one or more promissory notes pledged to the Agent pursuant to the Security Agreements; (v) Contingent Obligations permitted by SECTION 6.4; (vi) other Consolidated Debt (including, without limitation, Debt secured by liens described in parts clauses (fE) or and (gG) of the definition of such term Permitted Liens and Capital Lease Obligations) in Annex X) except (i) Debt of such Originator an aggregate principal amount at any time outstanding not to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund exceed $20,000,000 for the Borrower and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), its Subsidiaries; and (vii) Debt of the Borrower under any Interest Rate Protection Agreements (if any) entered into with one or more Lenders in respect of the Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset pursuant to this Agreement; provided that the aggregate outstanding principal notional amount of all such Debt for agreements at any and all Originator's combined time shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of the Commitments at such Capital Lease Obligations does not exceed $10,000,000 at any one time and time. The Lenders shall use their best commercially reasonable efforts to respond to a request from the Borrower for approval of Subordinated Debt (y) after giving effect on terms acceptable to the incurrence Required Lenders in their sole discretion) within five (5) Business Days after the Agent's and the Lender's receipt of any New Debtinformation regarding the amount and material terms thereof; provided, however, the ratio (expressed as a percentage) of (1) the total consolidated failure to approve or disapprove such Subordinated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries during such period shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)constitute approval.

Debt. No Originator shall createThe Parent will not, and will not permit any Subsidiary to, incur, create, assume or permit suffer to exist any Debt Debt, except: (a) the Loans or other than Debt Obligations arising under the Loan Documents or any guaranty of a type described in parts or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents and the other Secured Obligations. (f) or (g) of the definition of such term in Annex X) except (ib) Debt of such Originator to CRLLCthe Parent and the Subsidiaries existing on the date hereof that is reflected in Schedule 9.02, and any Affected Partyrefinancings, any Purchaser Indemnified Personrefundings, renewals or extensions thereof (without increasing, or any other Person expressly permitted by this Agreement shortening the maturity of, the principal amount thereof). (c) Debt under Capital Leases or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection incurred in the ordinary course of businessbusiness to pay the deferred purchase price of goods or services or progress payments in connection with such goods or services, not to exceed $5,000,000. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of its Oil and Gas Properties. (e) intercompany Debt (i) between Credit Parties, (vii) unsecured between Unrestricted Subsidiaries, (iii) owed by Credit Parties to Unrestricted Subsidiaries, provided any such Debt arising out is expressly subordinated to the Secured Obligations on terms acceptable to the Administrative Agent, or (iv) owed by Unrestricted Subsidiaries to Credit Parties to the extent permitted by Section 9.05(g)(ii); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent or one of its Wholly- Owned Subsidiaries; and provided further, that any such Debt owed by a Credit Party shall be subordinated to the Secured Obligations on terms satisfactory to the Administrative Agent. (f) any Excepted Debt. (g) Senior Debt of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all Parent or any part of such Originator's cost of acquiring other Credit Party, and any fixed asset provided that guarantees thereof, the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations which does not exceed $10,000,000 600,000,000 in the aggregate at any one time outstanding; provided that: (i) the Borrower shall have complied with Section 8.01(t); (ii) both before and (y) immediately after giving effect to the incurrence of any New such Senior Debt, no Default, Event of Default or Borrowing Base Deficiency exists or would exist (after giving effect to any concurrent repayment of Debt with the ratio proceeds of such incurrence, if any); (expressed iii) the Parent is in Pro Forma Compliance after giving effect to the incurrence of any such Debt and the transactions contemplated thereby (and the Parent shall deliver to the Administrative Agent on the date of incurrence thereof a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating Pro Forma Compliance); (iv) such Senior Debt does not have any scheduled principal amortization prior to the date which is one hundred eighty days after the Maturity Date (as in effect on the date of the incurrence of such Senior Debt); (v) such Senior Debt does not mature sooner than the date which is one hundred eighty days after the Maturity Date (as in effect on the date of the incurrence of such Senior Debt); (vi) no Subsidiary is required to guarantee such Senior Debt unless such Subsidiary has guaranteed the Secured Obligations pursuant to the Guaranty Agreement (by supplement, joinder or otherwise) and/or one or more other guaranty agreements on terms satisfactory in form and substance to the Administrative Agent; (vii) if such Senior Debt is senior subordinated Debt, such Senior Debt is expressly subordinate to the payment in full of all of the Secured Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (viii) such Senior Debt and any guarantees thereof are on terms, taken as a percentage) whole, no more restrictive on the Parent or any other Credit Party than the terms and conditions of (1) this Agreement, taken as a whole, as reasonably determined by the total consolidated Debt (including without limitation New Debt) Board of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum Directors of the total consolidated Debt (including without limitation New Debt) Parent, acting in good faith and evidenced by a resolutions of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth such Board of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, Directors; and (ix) any refinancings, amendments or modifications of any of the such Senior Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof any mandatory prepayment or mandatory redemption provisions (other than customary change of control or asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to add accrued interest, fees or related expenses to such principal amount)the Secured Obligations.

Debt. No Originator shall createIncur, incurassume, assume guarantee or permit otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (a) Debt incurred or created hereunder and under the other Loan Documents (including Debt created under Section 2.09); (b) Debt outstanding on (or made pursuant to exist any Debt binding commitments existing on) the Effective Date as set forth on Schedule 6.01(b) and Permitted Refinancings thereof; (other than Debt of a type described in parts (fc) or (g) of the definition of such term in Annex X) except (i) Debt incurred or assumed by the Company or any of the Restricted Subsidiaries for the purpose of financing (except with respect to the equipment and fixed assets set forth on Schedule 6.01(c), within 180 days of the applicable acquisition, lease, construction or improvement) all or any part of the cost of acquiring, leasing, constructing or improving any equipment or fixed asset (including through Capital Leases) (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) and (ii) Permitted Refinancings thereof; provided that the aggregate principal amount at any time outstanding of Debt incurred pursuant to this paragraph (c) shall not exceed $300,000,000; (d) intercompany Debt among the Company and its Subsidiaries; provided that (x) upon request of the Administrative Agent any such Debt owed to a Loan Party shall be evidenced by a promissory note pledged and delivered to the Administrative Agent as additional security for the Obligations, together with an appropriate allonge or note power, (y) with respect to any such Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt shall be subordinated in right of payment to the Obligations pursuant to the Affiliate Subordination Agreement, and (z) any corresponding Investment shall be permitted by Sections 6.07(c), (r) or (t); (e) Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $300,000,000; (f) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (i) Debt assumed in connection with Permitted Acquisitions; provided, that, (x) such Debt was not incurred in contemplation of such Originator Permitted Acquisition, (y) both immediately prior and after giving effect to CRLLCany Debt incurred pursuant to this clause (g), no Event of Default shall have occurred and be continuing and (z) the Company and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or Section 6.14, as applicable, determined on a pro forma basis (A) with respect to Section 6.13, as of the last day of the most recently ended four fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, and (B) with respect to Section 6.14, as of the date thereof, and (ii) any Affected PartyPermitted Refinancing thereof; (h) [reserved]; (i) Debt representing deferred compensation, any Purchaser Indemnified Personseverance and health and retirement benefits or the equivalent thereof to employees, directors, management and consultants of the Company or the Restricted Subsidiaries incurred in the ordinary course of business; (j) Debt consisting of obligations with respect to indemnification, the adjustment of the purchase price (including customary earnouts) or similar adjustments incurred in connection with a Permitted Acquisition or any other Person Investment or Disposition expressly permitted hereunder; (i) Debt arising from the honoring by this Agreement a bank or any other Related Documentfinancial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within 5 Business Days of its incurrence and (ii) deferred taxesDebt in respect of credit card processing agreements, (iii) unfunded pension fund automatic clearinghouse arrangements, overdraft protections and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability similar arrangements in each case in connection with cash management and deposit accounts and in the endorsement ordinary course of negotiable instruments for deposit business; provided that any such Debt (x) (other than credit card processing agreements or collection similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, in each case, issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits (including with respect to immediate family members of employees, directors or members of management) or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims or obligations referred to in paragraph (m) below, letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of Real Estate under which such Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries, in each case, issued or created in the ordinary course of business and consistent with past practice; (n) Debt arising under Swap Agreements not incurred for purposes of speculation; (o) Debt consisting of the accretion of original issue discount with respect to Permitted Convertible Notes; (p) Guarantees of Debt of the Company or any Subsidiary, which Debt is otherwise permitted hereunder; provided that (x) if such Debt is subordinated to the Obligations, such guarantee shall be subordinated to the same extent and (y) no such Guarantee by a Loan Party shall be permitted under this paragraph (p) of Debt of a subsidiary that is not a Loan Party, other than Guarantees constituting an Investment permitted under Section 6.07; (q) Debt owing to current or former officers, directors, managers, consultants or employees of the Company or immediate family members to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) permitted by Section 6.03(a) and Permitted Refinancings thereof; (r) Debt of the Company or any Restricted Subsidiary owing to any joint venture (regardless of the form of legal entity) that is not a subsidiary arising in the ordinary course of business of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Loan Party (including Permitted Convertible Notes), if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Debt does not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Debt (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Debt does not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to (x) fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of term loans or senior notes that are not convertible into Equity Interests only, customary asset sale (or casualty or condemnation event), extraordinary receipts and/or (solely in the case of term loans) excess cash flow offer or repayment provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Debt permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions, and (y) in the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate principal amount of such Debt), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Debt are not more materially restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Debt, (y) provisions related to any equity provisions of such Debt or (z) terms that are customary market terms for Debt of such type as reasonably determined by the Borrower Representative; (v) unsecured to the extent such Debt arising out is subordinated, the terms of such Debt provide for customary payment or lien subordination, as applicable, to the Credit Facility, Obligations as reasonably determined by the Administrative Agent in good faith; (vi) existing which Debt: (A) may be unsecured; or (B) secured; provided that if such Debt described is secured: (1) prior to the Fixed Asset Release Event, to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Collateral, the Lien on Schedule 4.03(ksuch Collateral securing such Debt shall be junior to the Lien on such Collateral securing the Obligations; (2) after the Fixed Asset Release Event, (i) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting ABL Collateral, the Lien on such ABL Collateral securing such Debt shall be junior to the Lien on such ABL Collateral securing the Obligations and (ii) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Fixed Assets, the Obligations shall be secured by a Lien on such Fixed Assets, which Lien may be junior to the Lien on such Fixed Assets securing such Debt; (3) if secured by a Lien on ABL Collateral or Fixed Assets, at the time of the entering into of any such Debt, an Acceptable Intercreditor Agreement shall have been entered into and shall be in full force and effect and the Loan Parties shall have complied with their obligations under Section 5.13(c), which shall provide, (viiI) in connection with any Debt incurred or assumed (other than, after the Fixed Asset Release Event, a Fixed Asset Facility), inter alia, that the Administrative Agent, for the purpose benefit of financing the Secured Parties, shall retain a first priority lien on all Collateral or (II) in connection with any part Fixed Asset Facility entered into after the Fixed Asset Release Event, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all ABL Collateral and shall have a second priority lien on the Fixed Assets securing such Originator's cost Fixed Asset Facility; (4) prior to the Fixed Asset Release Event, such Debt shall not be secured by any Intellectual Property or by the Equity Interests of acquiring any fixed asset Subsidiary the assets of which are comprised primarily of Intellectual Property; provided that if after the Fixed Asset Release Event such Debt is secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property, the Obligations shall be secured by a Lien on such Intellectual Property and Equity Interests, which Lien may be junior to the Lien on such Intellectual Property and Equity Interests securing such Debt; and (5) the aggregate outstanding principal amount of all such secured Debt for any and all Originator's combined shall not exceed the greater of (A) $1,000,000 3,000,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time outstanding and (yB) an amount such that after giving pro forma effect to the incurrence of any New such Debt, the ratio Secured Leverage Ratio is equal to or less than 1.50 to 1.00. (expressed as C) may be guaranteed on a percentage) of (1) like basis by the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or other Loan Parties; and (vii) above such Debt shall be in an aggregate principal amount not to exceed the greater of (A) $5,000,000,000 at any time outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the Total Leverage Ratio is equal to or less than 4.00 to 1.00. (all unsecured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Secured Indebtedness”); (t) Permitted Convertible Notes issued by the Company (which may be guaranteed on a like basis by the other Loan Parties), and Guarantees by any Loan Party of Permitted Convertible Notes issued by Rivian Parent, in each case if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Permitted Convertible Notes do not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Permitted Convertible Notes (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Permitted Convertible Notes do not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the effect of increasing the principal amount thereof Maturity Date (other than pursuant to add accrued interestfundamental change, fees make-whole fundamental change, change of control or other similar event risk provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Permitted Convertible Notes permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Permitted Convertible Notes are no more restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Permitted Convertible Notes and (y) provisions related expenses to any equity provisions of such principal amount).Permitted Convertible Notes; (v) to the extent such Permitted Convertibl

Debt. No Originator shall Neither Borrower nor any Subsidiary will incur, create, incur, assume or permit to exist any Debt Debt, except: (a) the Notes or other than Debt Obligations or any guaranty of a type described in parts or suretyship arrangement for the Notes or other Obligations. (f) or (g) of the definition of such term in Annex X) except (ib) Debt of such Originator Borrower existing on the Closing Date which is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof. (c) accounts payable (for the deferred purchase price of Property or services) from time to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection time incurred in the ordinary course of businessbusiness which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefore. (vd) unsecured Debt arising out under capital leases (as required to be reported on the financial statements of Borrower pursuant to GAAP) and purchase money Debt, in each case for the acquisition of equipment, which in each purchase money Debt case shall not exceed 100% of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) lesser of the total purchase price and the fair market value of the Property acquired as determined at the time of acquisition; provided that all Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined as described in this clause (d) shall not exceed $1,000,000 500,000 in the aggregate outstanding at any one time; ]. (viiie) any other unsecured Debt, non-recourse Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Capital Lease Obligations Gas Properties. (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt"f) provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect Subject to the incurrence provisions of any New DebtSection 8.11, the ratio (expressed as a percentage) Debt of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Subsidiaries under Hedging Agreements with a Lender or as approved by the Majority Lenders entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Borrower's operations.

Debt. No Originator shall The Company will not create, incur, assume or suffer to exist, or permit any Subsidiary to exist create, incur, assume or suffer to exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except following: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Loan Documents; (ii) deferred taxes, Debt under the Bank Agreement Documents; (iii) unfunded pension fund Debt existing on the date of this Agreement and other employee benefit plan obligations described in Schedule 6C(2), including renewals and liabilities to refinancings of such Debt, so long as the extent permitted under applicable law, principal amount thereof is not increased; (iv) endorser liability Debt under one or more Interest Rate Contracts or Hydrocarbon Hedge Agreements; (v) Debt in connection with the respect of endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, ; (vi) existing Debt described between the Company and any Subsidiary or between Subsidiaries, provided that (a) such Debt is noted on Schedule 4.03(k)the books and records of the Company and its Subsidiaries and (b) in the case of any Debt owed by the Company or any Subsidiary that is a Guarantor, such Debt is subordinated to the Obligations of the Company or such Subsidiary under the Loan Documents on terms and conditions, and pursuant to documentation, in form and a substance satisfactory to the Required Holders in their sole discretion; (vii) Debt incurred or assumed for the purpose in respect of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the Capital Leases not exceeding $5,000,000 in aggregate outstanding amount equivalent to principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; time outstanding; (viii) Debt secured by Liens permitted by paragraph 6C(1)(iv), not exceeding $3,000,000 in aggregate principal amount at any time outstanding; (ix) at any time following the termination of the Revolver B Commitments under the Bank Agreement, termination of all Letters of Credit, repayment of all Revolver B Advances under the Bank Agreement, reimbursement of all drawings under Letters of Credit and payment of all interest, fees and other unsecured Debtamounts payable in respect of the Revolver B Advances under the Bank Agreement, nonDebt of the Company or its Subsidiaries in respect of letter-recourse Debt and Capital Lease Obligations (all such unsecured Debt, nonof-recourse Debt and Capital Lease Obligations being herein collectively referred to as credit facilities not exceeding $10,000,000 in the "New Debt") provided that aggregate at any time outstanding; and (x) the Debt in addition to that described above, not exceeding $5,000,000 in aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall createSubordinated Debt in an aggregate outstanding principal amount not to exceed at any time Five Million Dollars ($5,000,000); (c) Permitted Purchase Money Debt, incurso long as (i) such Permitted Purchase Money Debt and the associated Purchase Money Lien (if any) are incurred and granted, assume or permit to exist respectively, not more than ten (10) days after the acquisition of the fixed asset that is the subject thereof and (ii) the aggregate amount of such Debt does not, at any one time, exceed $60,000,000; (d) Funded Debt (other than the Obligations and Permitted Purchase Money Debt of a type described in parts (fpermitted under Section 9.1(c) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLChereof), any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent outstanding on the Closing Date and listed on Schedule 9.1 (provided that individual obligations in an amount less than $2,000,000 are not required to be listed on such Schedule); (e) Guarantees by the Credit Parties or any Subsidiaries in respect of Debt otherwise permitted under applicable law, this Section 9.1; (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (viif) Debt incurred or assumed for in connection with Permitted Acquisitions and other permitted Investments consisting of the purpose purchase of financing a business unit, line of business or a division of a Person or all or substantially all of the assets or all of the Equity Interests of another Person to the extent such Debt was not incurred in connection with, or in contemplation of, such Person’s becoming a Subsidiary or such Acquisition, not to exceed $25,000,000 in the aggregate at any part time; provided, that to the extent such Debt is secured by a Lien on any Accounts or Inventory, such Lien shall be junior to the Lien of Administrative Agent and the Credit Parties shall segregate (and not commingle) any such Originator's cost Accounts or Inventory and proceeds thereof, in each case, pursuant to intercreditor arrangements reasonably satisfactory to Administrative Agent in consultation with the Company; (g) Debt arising from endorsements of acquiring Payment Items for collection or deposit in the Ordinary Course of Business; (h) Debt of Borrowers or any fixed asset Subsidiary in connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, wage bonds, bonds issued in favor of any Governmental Authority, bankers acceptances, insurance obligations, reclamation obligations, bank guarantees, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by Borrowers or a Subsidiary, in each case, in the Ordinary Course of Business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances; (i) Debt consisting of customary indemnification obligations in favor of purchasers in connection with Permitted Asset Dispositions; (j) Debt arising from Investments in Subsidiaries permitted by Section 9.4; (k) Intercompany Debt, provided that the aggregate outstanding principal amount of (i) all such Debt for any shall be unsecured Debt; (ii) all such Debt shall constitute Subordinated Debt, as and all Originator's combined when incurred, without necessity of further action on the part of Administrative Agent or Borrower(s) obligated thereon or holding such Debt, (iii) such Debt shall not be paid, in whole or in part, except as provided in clause (iv) below, unless and until all Obligations have been Paid in Full; (iv) such Debt may be paid (but unless approved by the Required Lenders, or paid to Administrative Agent for applications to the Obligations, not prepaid) in accordance with its terms from time to time so long as no Default or Event of Default then exists and none would be caused by such payment being made; (v) shall be - 124 - deemed assigned to Administrative Agent as additional Collateral effective with the incurrence thereof without necessity of further action on the part of Administrative Agent or Borrower(s) obligated thereon or holding such Debt, and Administrative Agent at any time, following an Event of Default, shall have the right (but not the obligation) to enforce the payment and collection of such Debt and to require that such Debt be evidenced by one or more promissory notes (if not then so evidenced) and be endorsed to and deposited with Administrative Agent to facilitate the assignment thereof to Administrative Agent, and in such event, Administrative Agent shall be a holder in due course thereof; (vi) shall not be assigned to any Person by the holder thereof, except to Administrative Agent as provided above, (vii) shall not be reduced or forgiven, or converted to equity, or be subordinated (except pursuant hereto) by any holder of such Debt and (viii) if any Bankruptcy Event of Default shall have occurred, Administrative Agent shall have the sole and exclusive right (but not the obligation) to file proofs of claim and take other actions, in its discretion, in respect of such Debt in such proceeding and to receive the entirety of any payments made thereon for application to the Obligations; (l) Permitted Refinancing Debt of Debt permitted under clauses (b), (c), (d), and (f) aboveand (t) of this Section or of Debt subsequently incurred under this clause (l); (m) Debt arising in connection with (i) the financing of insurance premiums so long as each insurance policy subject to such premium finance arrangement provides that it shall not be canceled or not renewed upon less than thirty (30) days’ (or ten (10) days’ in the case of non-payment) prior written notice thereof by the insurer to Administrative Agent or (ii) take-or-pay obligations contained in supply or other arrangements, in each case in the Ordinary Course of Business; (n) Debt representing deferred compensation to officers, directors or employees of any Credit Party issued or incurred in the Ordinary Course of Business; (o) Debt consisting of unsecured indemnification, adjustment of purchase price, Earn-Outs or similar deferred or contingent obligations, seller promissory notes and payment obligations in respect of non-competition agreements, in each case, incurred or assumed in connection with any Acquisition or Asset Disposition or disposition of any business or any Subsidiary to the extent permitted hereby; provided that any Earn-Out or seller promissory note in excess of $5,000,000 shall be subordinated in right of payment to the Obligations pursuant to a Subordination Agreement on terms acceptable to Administrative Agent; (p) Debt in respect of obligations under Swap Agreements incurred in the Ordinary Course of Business and not for speculative purposes; (q) Guarantees by Borrowers or any Subsidiaries of borrowings by current or former officers, managers, directors, employees or consultants in connection with the purchase of Equity Interests of Borrowers by any such person in an aggregate principal amount not to exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and outstanding; (yr) after giving effect to Debt arising from the incurrence honoring by a bank or other financial institution of any New Debta check, draft or similar instrument drawn against insufficient funds in the ratio Ordinary Course of Business; (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ixs) any refinancings, amendments or modifications of any of the Debt transaction permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).under Section 9.11; and - 125 -

Debt. No Originator shall The Borrowers will not, nor will it permit any Subsidiary to, create, incur, assume incur or permit suffer to exist any Debt, except: (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule 3 hereto; (ii) Debt arising under a Hedging Program; (iii) Debt of the Borrowers under agreements approved by the Required Lenders in effect from time to time, whether accounted for as a sale or a financing; (iv) Debt under one or more Permitted Origination Facilities, provided that (A) such Debt is approved by the Administrative Agent, and (B) if such Debt when combined with all Permitted Origination Facilities, exclusive of the Master Repurchase Agreement, is in excess of [***], such Debt is approved by the Administrative Agent and the Required Lenders; (v) Debt incurred with institutional lenders and/or the [***] for general working capital purposes in an amount not to exceed [***] in the aggregate, provided that any Debt to the [***] must be unsecured and subordinate to the obligations of the Borrowers under this Agreement; (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed an amount equal to [***] of the Appraised Value; (vii) Debt (other than Debt of a type described in parts clause (f) or (gvi) of this Section 6.12) secured by mortgage loan servicing rights, provided that such Debt is approved by the definition of such term in Annex X) except Required Lenders; and (iviii) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, evidenced by one or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability more unsecured promissory notes incurred in connection with the endorsement redemption, repurchase or other acquisition or retirement of negotiable instruments for deposit or collection in the ordinary course any of business, (v) unsecured Debt arising out capital stock of the Credit FacilityBorrowers, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that (A) the aggregate total amount outstanding principal amount of all such Debt for any and all Originator's combined thereunder shall not exceed $1,000,000 at any one time; time [***], (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (xB) the aggregate allocated principal amount of payments under such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%notes are made from Cash Dividends permitted under Section 6.11, and (ixC) any refinancings, amendments or modifications of any such notes are unsecured and subordinate to the obligations of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Borrowers under this Agreement.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (i) in the case of the Borrower or a Subsidiary Guarantor, (A) Debt in respect of Hedge Agreements not otherwise prohibited by this Agreement; (B) Debt owed to a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers (including pursuant to the Subordinated Intercompany Note, which is acceptable to the Joint Lead Arrangers), and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers (including the Subordinated Intercompany Note, which is satisfactory to the Joint Lead Arrangers), and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (C) so long as no Event of Default has occurred and is continuing, or would result therefrom, (x) other than unsecured Debt and (y) Debt secured by Liens permitted under Section 5.02(a)(viii); provided that before and after giving effect to such Debt, the Borrower is in compliance with the covenants in Section 5.04, calculated on a Pro Forma Basis, based on the financial statements most recently delivered pursuant to Section 5.03; (ii) in the case of any Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers (including pursuant to the Subordinated Intercompany Note, which is acceptable to the Joint Lead Arrangers) and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers (including the Subordinated Intercompany Note, which is satisfactory to the Joint Lead Arrangers), and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (B) so long as no Event of Default has occurred and is continuing or would result therefrom, other Debt of the Excluded Subsidiaries of the Borrower in an aggregate principal amount not to exceed the amount that is the greater of (x) $650,000,000 and (y) 10.0% of the Consolidated Net Tangible Assets of the Borrower and its Subsidiaries; and (C) Debt of a type described in parts (f) newly-formed or (g) newly-acquired Subsidiary owed to a Person financing the formation of such Subsidiary or the acquisition of all of the definition Equity Interests in or all or substantially all of the assets of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted Subsidiary as contemplated by this Agreement or any other Related Document, (ii) deferred taxes, Section 5.02(f)(vii); (iii) unfunded pension fund in the case of the Borrower and other employee benefit plan obligations its Subsidiaries, (A) Debt under the Loan Documents; (B) so long as no Event of Default has occurred and liabilities is continuing, or would result therefrom, Debt secured by Liens permitted by Section 5.02(a)(iv); provided, that before and after giving effect to such Debt, the extent permitted under applicable law, (iv) endorser liability Borrower is in connection compliance with the endorsement of negotiable instruments for deposit financial covenants set forth in Section 5.04 hereof, calculated on a Pro Forma Basis, based on the financial statements most recently delivered pursuant to Section 5.03; (C) the Surviving Debt, and any Debt extending the maturity of, or collection refunding or refinancing, in the ordinary course of businesswhole or in part, (v) unsecured Debt arising out of the Credit Facilityany Surviving Debt, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount terms of all any such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured extending, refunding or refinancing Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debtof any agreement entered into and of any instrument issued in connection therewith, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as are otherwise permitted by the "New Debt") Loan Documents, provided further that (x) the aggregate allocated principal amount of such Capital Lease Obligations Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed $10,000,000 at any one time and the then applicable market interest rate; and (yD) after giving effect to Debt incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing; and (iv) In the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum case of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%Borrower, and (ix) any refinancings, amendments or modifications of any of the Incremental Equivalent Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountSection 2.17(i).

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) in the case of the Borrowers, (A) Debt of Uniroyal in respect of the Seoul Guaranty, provided that the US Dollar equivalent of the amount of such Debt shall not exceed US$5,000,000, (B) Debt in respect of non-speculative Interest Rate Swap Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice, (C) Debt in respect of non-speculative Foreign Exchange Agreements designed to hedge against fluctuations in foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, and (D) Debt owed to Crompton Corp. or to a wholly owned Subsidiary of Crompton Corp, (ii) in the case of any of such Borrower's Subsidiaries (other than any Minor Subsidiary), Debt owed to any Borrower or to a wholly owned Subsidiary of any Borrower, (iii) in the case of Crompton Corp. and its Domestic Subsidiaries, Debt not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed in the aggregate US$150,000,000 at any time outstanding, provided that, with respect to Debt of Uniroyal and its Domestic Subsidiaries under this clause (iii), such Debt shall not exceed $50,000,000 in the aggregate at any time outstanding, (iv) in the case of the Borrowers and their respective Subsidiaries (other than any Minor Subsidiary except as provided below), (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate, together with Debt referred to in clause (C) below, US$100,000,000 at any time outstanding, (i) Capitalized Leases not to exceed in the aggregate, together with Debt referred to in clause (B) above, US$100,000,000 at any time outstanding and (ii) in the case of Capitalized Leases to which any Subsidiary of any Borrower is a party, Debt of such Borrower of the type described in parts clause (f) or (gi) of the definition of such term in Annex X) except (i) Debt "Debt" guaranteeing the Obligations of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted Subsidiary under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).Capitalized Leases,

Debt. No Originator shall The Borrowers will not, nor will it permit any Subsidiary to, create, incur, assume incur or permit suffer to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, the Borrowers under the Loan Documents; (ii) deferred taxesDebt in existence on the date hereof, as set forth on Schedule 3; (iii) unfunded pension fund trade Debt incurred to acquire goods, supplies, and other employee benefit plan obligations services and liabilities to incurred in the extent permitted under applicable law, ordinary course of business; (iv) endorser liability Debt incurred to refinance all or a portion of the Loans and/or Letters of Credit as long as all proceeds are used to repay the Loans (or apply as cash collateral for outstanding Letters of Credit), the Debt is not senior or pari passu in connection any way to the Loans or the Letters of Credit remaining outstanding and such Debt does not mature prior to the maturity of Loans and/or Letters of Credit remaining outstanding; (v) Debt secured by Liens permitted pursuant to Section 8.8; (vi) Subordinated Debt of Pacific issued and outstanding as of June 28, 1997 under the 7.25% Subordinated Convertible Debentures originally issued in the amount of $30,000,000 in 1983; (vii) Debt subordinated to the Obligations, issued with terms and conditions acceptable to the Required Lenders, of up to $50,000,000, provided that no Default exists as of the date of issuance thereof or would occur as a result of such issuance; (viii) Industrial development bonds up to an aggregate amount not to exceed $18,000,000, provided no Default exists as of the date of issuance thereof or would occur of such result of such issuance; (ix) Contingent liabilities incurred in the ordinary course of the Borrowers' business which does not exceed an aggregate principal amount of $3,000,000 at any one time outstanding; (x) Debt and lease obligations for the purpose of acquiring fixed or capital assets, permitted under Section 6.1; (xi) Debt under operating leases for real or personal property used in the Borrowers' business as presently conducted; (xii) The endorsement of negotiable instruments for deposit or collection in the ordinary course of business, the Borrower's business or presently conducted; (vxiii) unsecured Intercompany Debt arising out of the Credit Facility, from time to time outstanding; and (vi) existing Debt described on Schedule 4.03(k), (viixiv) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum finance insurance policies of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrowers and its their Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)through insurance companies.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (i) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (ii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $5,000,000 at any time outstanding, (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of a such Loan Party of the type described in parts clause (f) or (gi) of the definition of “Debt” guaranteeing the Obligations of such term in Annex XSubsidiary under such Capitalized Leases, (D) except the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding or refinancing such Surviving Debt, (iE) Debt in respect of such Originator Hedge Agreements entered into by the Borrower and designed to CRLLChedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (F) unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $5,000,000 at any Affected Partyone time outstanding, (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Purchaser Indemnified PersonJoint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other Person expressly provision of this Agreement, and (H) Recourse Debt in an amount not to exceed in the aggregate the sum of (1) 5% of Total Asset Value, plus (2) the amount, if any, by which $200,000,000 exceeds the aggregate amount of the Revolving Credit Facility; provided, however, that if at any time the Parent Guarantor shall maintain a Debt Rating from S&P of at least BBB—or a Debt Rating from ▇▇▇▇▇’▇ of at least Baa3, then the limitation set forth above in this clause (H) shall not apply and Recourse Debt shall be permitted to the extent the incurrence of such Recourse Debt would not result in a Default or Event of Default by this Agreement or any other Related Document, (ii) deferred taxes, the Parent Guarantor in respect of its financial covenants in Section 5.04(a); (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to in the extent permitted case of the Parent Guarantor or any of its Subsidiaries, Debt under applicable law, Customary Carve-Out Agreements; and (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).

Debt. No Originator shall createCreate, incur, assume assume, or permit allow to exist exist, directly or indirectly, any Debt or liability for borrowed money or for the deferred purchase price of property or services, except for: (other than Debt a) indebtedness of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by Borrower arising under this Agreement or any and the other Related Document, Loan Documents; (iib) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection trade payables arising in the ordinary course of business; (c) Capital Leases in existence from time to time, (vd) current operating liabilities (other than for borrowed money) incurred in the ordinary course of business; (e) unsecured Debt indebtedness of Borrower and its Subsidiaries arising out under uncommitted lines of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset credit; provided that the aggregate outstanding maximum principal amount of all such Debt for that may be outstanding at any and all Originator's combined one time shall not exceed $1,000,000 15,000,000, (f) indebtedness of Borrower and its Subsidiaries on the date hereof as set forth in Schedule 7.01 attached hereto, (g) unsecured long-term indebtedness of Borrower and its Subsidiaries, (h) documentary and standby letters of credit issued at the request of Borrower or any one time; (viii) any Subsidiary by a financial institution other unsecured Debtthan a Bank, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount outstanding under such letters of such Capital Lease Obligations does credit together with the principal outstanding under Letters of Credit do not exceed $10,000,000 at any one time 50,000,000 and (y) after giving effect provided further that the aggregate principal amount outstanding under such letters of credit together with all Advances, principal outstanding under Letters of Credit and unreimbursed obligations to the incurrence Banks with respect to payments made by such Banks under Letters of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries Credit shall not exceed 65%, the Commitment and (ixi) any refinancings, amendments or modifications of any of such other indebtedness agreed upon in writing between Borrower and the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Bank Parties.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) Debt principal of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, and interest on the Accommodations; (ii) deferred taxes, trade accounts payable (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection including trade accounts payable in the ordinary course of businessbusiness between and among the Borrowers and the Consolidated Subsidiaries); (iii) Capitalized Leases, not to exceed in the aggregate $50,000,000 at any time outstanding; (iv) unsecured Debt of the U.S. Borrower, which unsecured Debt ranks subordinate to or pari passu with Debt under this Agreement (including all obligations of the U.S. Borrower in respect of its Prepaid Forward Sales Agreements); (v) unsecured Debt arising out of that (A) exists on the Credit Facilitydate hereof and (B) if material, is described in the Information Memorandum or described on Schedule V; (vi) existing Debt described on Schedule 4.03(k), purchase money debt not in excess of 90% of the value of the assets acquired; (vii) Debt incurred or of any Person that becomes a Subsidiary of either Borrower (viii) Debt assumed for by a Borrower pursuant to its acquisition of assets of another Person if the purpose sum of financing such Debt plus all other Debt of any Person secured by any of such assets acquired does not exceed 90% of the fair market value of such assets so acquired; (ix) Debt between and among the Borrowers and their Subsidiaries that are not Dividend Restricted Subsidiaries; provided that Debt owed by the U.S. Borrower to the Canadian Borrower or any part Subsidiary of either Borrower shall be subordinated on the terms set forth on Exhibit M-1 to the "Senior Debt" as therein defined and Debt owed by the Canadian Borrower to any such Originator's cost Subsidiary shall be subordinated on the terms set forth on Exhibit M-2 to the "Senior Debt" as therein defined; (x) tax-exempt Debt of acquiring the type described in paragraph (j) of the definition herein of "Permitted Liens" secured by Liens permitted by such paragraph (j); (xi) secured and unsecured Project Financing Debt on properties (excluding any fixed asset provided that facilities existing as of the aggregate outstanding principal amount of all such Debt for date hereof and excluding any and all Originator's combined shall not exceed $1,000,000 proven and probable reserves as of the date hereof disclosed in the Information Memorandum, in each case at any one time; the Golden Giant, Battle Mountain Complex (viiiother than the Phoenix Project) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇or Holl▇▇▇▇ properties or any interests in any such facilities or reserves); (xii) interest rate, foreign exchange and its Subsidiaries to (2) commodity price hedging obligations entered into in the sum ordinary course of business or in connection with Debt otherwise permitted by this Section 5.02(b), in each case other than for speculative purposes, and guaranties by the U.S. Borrower of such obligations of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Consolidated Subsidiaries and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any other Affiliates of the U.S. Borrower; (xiii) Subordinated Debt permitted pursuant to clause of the U.S. Borrower; (vixiv) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Debt that constitutes Permitted Investments.

Debt. No Originator shall createThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or permit suffer to exist any Debt Debt, except: (a) the Loans and other than Indebtedness arising under the Loan Documents, or any guarantee of or suretyship arrangement for the Loans and other Indebtedness arising under the Loan Documents; (b) Debt of a type described the Borrower and its Subsidiaries existing on the date hereof that is reflected on Schedule 9.02; (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in parts the ordinary course of business which are not greater than 120 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) Debt under Capital Leases not to exceed $250,000 in the aggregate at any one time outstanding; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (f) intercompany Debt between the Borrower and any Guarantor or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities between Guarantors to the extent permitted under applicable law, by Section 9.05(g); provided that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on the terms set forth in the Guarantee and Collateral Agreement; (ivg) endorser liability in connection with the endorsement endorsements of negotiable instruments for deposit or collection in the ordinary course of business, ; (vh) other unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that not to exceed $500,000 in the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and outstanding; and (yi) after giving effect to Debt of the incurrence Borrower as a result of the Management Incentive Units constituting Disqualified Capital Stock so long as no holder of any New DebtManagement Incentive Units has a right to require the Borrower to redeem any Management Incentive Units prior to May 7, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)2020.

Debt. No Originator shall create, incurIncur, assume or permit allow to exist any Debt, except: (a) the Obligations; (b) Debt existing on the date hereof which is identified on Schedule 6.1(b); (other than c) Debt of under the Basic Documents; (d) Capital Leases that do not exceed $250,000 in the aggregate (e) Debt secured by a type described in parts Permitted Encumbrance; (f) or Debt under a Hedging Agreement permitted under this Agreement; (g) accounts payable, accrued expenses, and obligations to pay the deferred purchase price of the definition of such term in Annex X) except property or services that (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection are incurred in the ordinary course of business, (vii) unsecured Debt arising out of the Credit Facilityare not more than 90 days past due or otherwise delinquent, and (viiii) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall do not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) 250,000 in the aggregate allocated principal amount (excluding amounts being diligently contested in good faith and by appropriate action by Borrower and against which Borrower maintains adequate reserves in accordance with GAAP); (h) letters of credit, worker’s compensation claims, surety bonds and performance bonds incurred in the ordinary course of business, and, with respect to each such Capital Lease Obligations does not exceed instrument or claim that exceeds $10,000,000 at any one time 250,000, Approved by Administrative Agent in its reasonable discretion; (i) guaranties permitted to exist pursuant to Section 6.3; (j) endorsements of negotiable instruments for collection in the ordinary course of business; (k) Debt Approved by Administrative Agent in its reasonable discretion and (y) after giving effect fully subordinated to the incurrence of any New DebtObligations pursuant to a Subordination Agreement; and (l) Debt which represents an extension, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments refinancing or modifications renewal of any of the Debt permitted pursuant described in Sections 6.1(b)-(j) (such Debt being so extended, refinanced or renewed being referred to clause herein as the “Refinanced Debt”); provided that (i) such Refinancing Debt does not increase the principal amount of the Refinanced Debt, except in the amount of reasonable and customary fees, cost and expenses incurred in connection with the extension, renewal or replacement, (ii) any Liens securing such Refinanced Debt are not extended to any additional property of Borrower, (iii) such Refinancing Debt does not result in a shortening of the average weighted maturity of such Refinanced Debt, (iv) if such Refinanced Debt was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinancing Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Refinanced Debt, (v) no Event of Default exists; (vi) or Borrower has provided three days prior written notice to Administrative Agent of its intention to incur Refinanced Debt, and (vii) above which does not have Borrower has provided Administrative Agent with all information reasonably requested by Administrative Agent in order to confirm that the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountRefinanced Debt complies with this Section 6.1(l).

Debt. No Originator shall createThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or permit suffer to exist any Debt, except: (a) the Obligations. (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $2,000,000. (other than d) Debt of a type described associated with bonds or surety obligations required by Governmental Requirements in parts (f) or (g) connection with the operation of the definition of such term in Annex XOil and Gas Properties. (e) except (i) intercompany Debt of such Originator to CRLLC, between the Borrower and any Affected Party, any Purchaser Indemnified Person, Subsidiary or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities between Subsidiaries to the extent permitted under applicable lawby Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms satisfactory to the Administrative Agent. (ivf) endorser liability in connection with the endorsement endorsements of negotiable instruments for deposit or collection in the ordinary course of business. (g) other Debt, (v) unsecured Debt arising out of the Credit Facilityincluding purchase-money obligations, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that not to exceed $2,000,000 in the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time outstanding. (h) Debt arising under Swap Agreements permitted under Section 9.18 hereof. (i) so long there exists no Default before and (y) after giving effect to any such incurrence, Senior Notes so long as in each case, (i) the incurrence maturity date of such Senior Notes is not less than one year after the Maturity Date, (ii) the indentures or other agreements under which any New DebtSenior Notes are issued and all other instruments, agreements and other documents evidencing or governing such Senior Notes or providing for any guarantee or other right in respect thereof have terms that are not more restrictive on the Parent, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum Borrower or any of the total consolidated Debt (including without limitation New Debt) Subsidiaries than the terms of Cone ▇▇▇▇▇ this Agreement and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%other Loan Documents, and (ixiii) any refinancings, amendments or modifications of any of the Senior Notes are unsecured. (j) Debt permitted pursuant to clause (vi) or (vii) above arising under the First Lien Credit Agreement which does may not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such exceed $1,500,000,000 in principal amount).

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) in the case of the Borrowers, Debt owed to a wholly owned Subsidiary of such Originator Borrower, which Debt (x) shall constitute Pledged Debt, (y) shall be on subordinated terms acceptable to CRLLCthe Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, and (ii) deferred taxesin the case of any Subsidiary of the Borrowers, Debt owed to a Borrower or to a wholly owned Subsidiary of a Borrower, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) unfunded pension fund in the case of any Loan Party and other employee benefit plan obligations its Subsidiaries: (A) Debt in respect of either Secured Hedge Agreements or unsecured Hedge Agreements designed to hedge against fluctuations in interest rates and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection foreign exchange rates incurred in the ordinary course of businessbusiness and consistent with prudent business practice (as determined by Ceradyne in its reasonable business judgment); (B) Debt under the Loan Documents; (C) so long as no Default has occurred or is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; (vD) unsecured Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding; (E) so long as no Default has occurred or is continuing, Debt arising out of any Person that becomes a Subsidiary of a Loan Party after the date hereof in accordance with the terms of Section 5.02(f) which Debt does not exceed $5,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of such Loan Party (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of such Loan Party); (F) performance guarantees in respect of obligations of any Loan Party; (G) Unsecured Debt consisting of the Credit Facility, deferred purchase price of acquisitions permitted hereunder (vi) existing Debt described on Schedule 4.03(kincluding any portion of such purchase price determined after the closing of the relevant acquisition), (vii) Debt incurred or assumed for the purpose of financing provided that all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time10,000,000 in the aggregate; (H) so long as no Default has occurred and is continuing, other secured Debt of the Loan Parties in an aggregate principal amount not to exceed $3,000,000; (I) Subordinated Debt; (viii) any other unsecured provided that in the case of each issuance of Subordinated Debt, non-recourse Debt (i) no Default or Event of Default shall have occurred and Capital Lease Obligations (all be continuing or would be caused by the issuance of such unsecured Subordinated Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (xii) the aggregate allocated principal amount Administrative Agent shall have received satisfactory written evidence that the Borrower will be in compliance with the financial covenants specified in Section 5.04 of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) this Agreement on a pro forma basis through the Termination Date for the Term Facility after giving effect to the incurrence issuance of any New such Subordinated Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ixiii) any refinancingsthe Borrower shall have complied with the requirements of Section 2.06(b)(ii); (J) Debt consisting of Capitalized Leases entered into pursuant to Permitted Sale and Lease-back Arrangements; and (K) so long as no Default has occurred and is continuing, amendments or modifications other unsecured Debt in an aggregate amount not to exceed $10,000,000; provided, that, notwithstanding the foregoing, the aggregate amount of any all Debt of Subsidiaries of the Debt permitted pursuant to clause (vi) or (vii) above which does Loan Parties that are not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Guarantors hereunder shall at no time exceed $5,000,000.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) in the case of the Borrower, Debt owed to a wholly-owned Subsidiary of the Borrower, provided that (x) such Debt is subordinated to any Debt of the Borrower under the Loan Documents on the terms and conditions set forth in Exhibit K hereto and (y) if such Debt is owed to a Collateral Grantor and is evidenced by a promissory note, such promissory note shall be pledged in favor of the Secured Parties pursuant to the terms of the Security Agreement; (ii) in the case of any of the Subsidiaries of the Borrower (other than the SPVs), Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower (provided, that Debt owed by Shoney's of Canada, Inc., shall not exceed an aggregate principal amount equal to the excess of (A) $500,000 over (B) the aggregate amount of Investments made by the Borrower and its Subsidiaries in Shoney's of Canada, Inc. pursuant to Section 5.02(f)(i)(B) at any time outstanding); provided that (x) such Debt is subordinated to any Debt of such Subsidiary under the Loan Documents on the terms and conditions set forth in Exhibit K hereto and (y) if such Debt is owed to a Collateral Grantor and is evidenced by a promissory note, such Promissory Note shall be pledged in favor of the Secured Parties pursuant to the terms of the Security Agreement; (iii) in the case of the Borrower and any of its Subsidiaries (other than the SPVs (except for the Debt described in clause (A) below)), (A) Debt under the Loan Documents and Debt in respect of the Real Estate Financing, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $3,000,000 at any time outstanding, (C) Capitalized Leases (other than those permitted by clause (E) below) not to exceed in the aggregate $15,000,000 at any time outstanding and, in the case of Capitalized Leases to which any Subsidiary of the Borrower is a party, Debt of the Borrower of the type described in parts clause (f) or (gi) of the definition of such term in Annex X) except (i) Debt "Debt" guaranteeing the Obligations of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to Subsidiary under the extent Capitalized Leases permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to this clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountC).,

Debt. No Originator shall The Company will not create, incur, assume or suffer to exist, or permit any Restricted Subsidiary to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt under the Notes; (b) Debt of the Company and the Guarantors under the Franchise Facility; (c) Debt of the Company and the Guarantors under the Bank Credit Agreement in an aggregate principal amount not to exceed $500,000,000; (d) Debt of the Company and its Restricted Subsidiaries existing on the Effective Date and set forth in Schedule 10.4; (e) purchase money Debt (other than Debt including Capital Lease Obligations or obligations under Synthetic Leases) incurred by the Company or any of a type described in parts (f) or (g) its Restricted Subsidiaries to finance the purchase of the definition of such term in Annex X) except fixed assets, and renewals, refinancings and extensions thereof; provided, that (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for at any and all Originator's combined one time outstanding shall not exceed $1,000,000 at any one time20,000,000, (ii) such Debt when incurred shall not exceed the purchase price of the asset(s) financed; and (viiiiii) any other unsecured Debt, non-recourse no such Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such Capital Lease Obligations refinancing; (f) secured Debt of the Company and its Restricted Subsidiaries assumed in connection with a Permitted Acquisition so long as such Debt (i) was not incurred in anticipation of or in connection with the respective Permitted Acquisition and (ii) does not exceed $50,000,000 in the aggregate at any time outstanding; (g) obligations (contingent or otherwise) of the Company or any Restricted Subsidiary existing or arising under any Hedging Agreement, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Hedging Agreement does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) Debt in the form of Guaranties of Debt permitted by Section 10.12(c); and (i) other unsecured Debt of the Company and its Restricted Subsidiaries not to exceed $10,000,000 in the aggregate at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall Create, incur, assume or permit to exist, or permit any Subsidiary to create, incur, assume or permit to exist exist, any Debt (other than Debt of a type described in parts (f) indebtedness or (g) of the definition of such term in Annex X) liabilities resulting from borrowings, loans or advances, whether matured or unmatured, liquidated or unliquidated, joint or several, secured or unsecured, except for (i) Debt of such Originator incurred pursuant to CRLLC, the Convertible Debentures in a principal amount not to exceed $20,000,000 outstanding at any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Documenttime, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent secured indebtedness for purchase money financing of equipment which is permitted under applicable law, (ivSection 6.02(d)(iv) endorser liability in connection with the endorsement a principal amount not to exceed an aggregate of negotiable instruments for deposit or collection in the ordinary course of business$2,000,000 outstanding at any time, (v) unsecured other secured Debt arising out of identified on Schedule 6.02(e) not to exceed the Credit Facilityapplicable amount indicated on such schedule, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed unsecured senior funded bank debt in a principal amount not to exceed $40,500,000 outstanding at any time in the aggregate for the purpose Borrower and its Subsidiaries (including, without limitation, unsecured senior funded bank debt incurred pursuant to the Loan Documents and the Union Loan Documents, and excluding the undrawn face amount of financing all or any part the Capistrano Letter of such Originator's cost of acquiring any fixed asset Credit); provided that the only unsecured senior funded debt of the Subsidiaries which may be outstanding shall be (I) unsecured bank indebtedness of NMUI in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not to exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time $4,000,000; (II) secured debt of TECON not to exceed $15,000,000; and (yIII) after giving effect other unsecured senior funded debt in a principal amount not to exceed $500,000 outstanding at any time in the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%aggregate for all Subsidiaries, and (ixIV) intercompany Debt between Borrower and its majority-owned Subsidiaries. In no event shall funded debt at Suburban exceed Suburban’s bondable capacity at any refinancingstime, amendments and any and all mortgage bonds issued by Suburban and/or NMUI subsequent to the date of this Agreement shall have an NAIC rating of “1” or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)“2”.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) in the case of the Loan Parties or any of their Subsidiaries, (A) Debt under the Loan Documents; (B) Debt to a Loan Party or any Subsidiary of a Loan Party, PROVIDED, HOWEVER that any such Debt owed by a Non-U.S. Subsidiary shall be used solely to fund working capital requirements of such Originator Non-U.S. Subsidiary arising in the ordinary course of its business; (C) Capitalized Leases, PROVIDED, HOWEVER that, at any time, the sum of the aggregate outstanding principal component of all Capitalized Leases, and the aggregate outstanding principal amount of all Debt permitted under Section 5.02(b)(i)(F) shall not exceed the higher of $75,000,000 or 5% of Net Tangible Assets of the Company and its Subsidiaries on a consolidated basis (determined as of the end of the Fiscal Quarter immediately preceding the date of determination); (D) Debt that is fully subordinated to CRLLCthe Facilities and all other amounts owing or owed from time to time under the Loan Documents on such terms as to subordination that are acceptable to the Administrative Agent and the Required Lenders, including, without limitation, the Subordinated Notes; (E) Debt secured by receivables, PROVIDED, HOWEVER that, at any Affected Partytime, any Purchaser Indemnified Personthe sum of the aggregate outstanding principal amount of all Debt secured by receivables and the aggregate value of all then outstanding receivables sold or securitized as permitted under Section 5.02(e)(vii), shall not exceed the higher of $75,000,000 or any 5% of Net Tangible Assets of the Company and its Subsidiaries on a consolidated basis (determined as of the end of the Fiscal Quarter immediately preceding the date of determination); (F) other Person expressly permitted by this Agreement or any other Related DocumentDebt, subject to the proviso in Section 5.02(b)(i)(C) above, (ii) deferred taxesin the case of the Company and any of its Subsidiaries, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).

Debt. No Originator shall Neither the Borrower nor any Material Subsidiary ---- will incur, create, incur, assume or permit suffer to exist any Debt Debt, except: (a) the Notes or other than Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of a type described the Borrower and its Material Subsidiaries existing on the date hereof that is reflected in parts the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $5,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Material Subsidiary or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities between Material Subsidiaries to the extent permitted under applicable lawby Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (ivg) endorser liability in connection with the endorsement endorsements of negotiable instruments for deposit or collection in the ordinary course of business, . (vh) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt secured by Property other than Oil and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base not to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 in the aggregate at any one time and outstanding. (yi) after giving effect other Debt not to exceed $5,000,000 in the incurrence of aggregate at any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)one time outstanding.

Debt. No Originator shall createCreate or suffer to exist, incur, assume or permit any of its subsidiaries to exist create or suffer to exist, any Debt (other than Debt of a type as described in parts the Registration Statement and the Prospectus, including any filings with the SEC made by Borrower that are incorporated by reference therein, prior to the date hereof and other Permitted Debt; provided that Borrower shall be permitted to restructure or refinance any Debt described in the Registration Statement and the Prospectus (fprovided that such restructured or refinanced Debt (A) or is not for a greater principal amount than the existing Debt, (gB) does not purport to restrict the repayment of indebtedness under this Agreement and the definition Note, and (C) no Event of such term in Annex X) except Default shall have occurred and be continuing hereunder). “Debt” means (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Documentindebtedness for borrowed money, (ii) deferred taxesobligations evidenced by bonds, debentures, notes or other similar instruments, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to pay the extent permitted under applicable lawdeferred purchase price of property or services, (iv) endorser liability obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. “Permitted Debt” means (i) indebtedness arising hereunder; (ii) current unsecured trade payables and accrued liabilities arising in the ordinary course of Borrower’s business (including, without limitation, obligations under operating leases); (iii) purchase money indebtedness and capital leases incurred in connection with the endorsement acquisition of negotiable instruments for fixed assets in an aggregate amount not exceeding $50,000 at any one time outstanding; (iv) indebtedness of a subsidiary acquired after the date of this Agreement or an entity merged into or consolidated with Borrower or any subsidiary of Borrower after the date of this Agreement and indebtedness assumed in connection with the acquisition of assets, which indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement; (v) indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or collection similar accounts incurred in the ordinary course of business, provided such debt is extinguished within five (v5) unsecured Debt arising out days of the Credit Facility, its incurrence; (vi) existing Debt described on Schedule 4.03(k), indebtedness incurred in the ordinary course of business in connection with the financing of insurance premiums of Borrower or any of its subsidiaries; (vii) Debt indebtedness arising from agreements of Borrower providing for indemnification, adjustment of purchase price or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed for in connection with the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that acquisition contemplated on the aggregate outstanding principal amount of all such Debt for any date hereof; and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) indebtedness of Borrower in an aggregate amount not in excess of $50,000 in the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except than: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, under the Loan Documents; (ii) deferred taxesDebt of AGCO, a Borrowing Subsidiary or a Subsidiary Guarantor subordinated to the Advances on terms and conditions acceptable to each Co-Manager and the Required Lenders in their sole discretion; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to in the extent permitted case of AGCO, (A) Convertible Subordinated Debentures outstanding on the date hereof, and (B) Debt issued under applicable law, the Subordinated Debt Indenture outstanding on the date hereof; (iv) endorser liability in connection with the endorsement case of negotiable instruments for deposit any of the Restricted Subsidiaries, Debt owed to AGCO or collection to a Wholly Owned Restricted Subsidiary of AGCO and, in the case of AGCO, Debt owed to any Wholly Owned Restricted Subsidiary that is subordinated to the Advances on terms and conditions acceptable to each Co-Manager and the Required Lenders in their sole discretion; (v) Debt incurred in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed business for the purpose deferred purchase price of financing all property or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any services and all Originator's combined shall not exceed $1,000,000 at any one time; secured by Liens permitted under subsection (viiia)(iii) any other unsecured Debtabove, non-recourse Debt and Capital Lease Obligations (all such unsecured Debtso long as, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debtthereof, the ratio (expressed as a percentage) aggregate principal amount of (1) the total consolidated such Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ incurred by AGCO and its Restricted Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall then outstanding, on a Consolidated basis, does not exceed 65%, and U.S. $25,000,000 (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause Multi-Currency Equivalent thereof); (vi) the Debt outstanding on the date hereof (other than Debt outstanding under the Old Credit Agreement or described in clause (viiiii) above) under the terms with respect thereto in effect as of the date hereof, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and further provided that the principal amount of such Debt shall not be increased above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).outstanding

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt, except: (a) Debt created under the Loan Documents; SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT (other than b) Guaranteed Debt of a type described Navistar International in parts (f) or (g) respect of Debt under the definition of 2009 Senior Note Indenture governing the 8.25% Senior Notes due November 1, 2021 and any Permitted Additional Senior Notes, in an aggregate principal amount for all such term in Annex X) except (i) Debt of such Originator not to CRLLCexceed $1,450,000,000, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, and (ii) deferred taxesany refunding, refinancing, restructuring, renewal or replacement, in whole or in part, of such Debt; provided, that the Refinancing Conditions are satisfied; (iiic) unfunded pension fund other Existing Debt, and other employee benefit plan obligations and liabilities to any Debt extending the extent permitted under applicable lawmaturity of, or refunding, replacing, restructuring, renewal or refinancing, in whole or in part, any Existing Debt; provided, that the Refinancing Conditions are satisfied; (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (viid) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset secured by Liens permitted by Section 6.02(d); provided that the aggregate outstanding principal amount of all such Debt, together with the aggregate amount of Capital Lease Obligations permitted under Section 6.01(e), shall not exceed at any time the greater of (x) $100,000,000 and (y) 2% of the Consolidated Net Tangible Assets at the time of the incurrence thereof; provided, further, that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined secured by Liens upon or in PMSI Inventory permitted by Section 6.02(d) shall not exceed $1,000,000 30,000,000 at any one time; ; (viiie) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (Obligations; provided that the aggregate outstanding principal amount of all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as Obligations, together with the "New Debt") provided that aggregate amount of Debt permitted under Section 6.01(d), shall not exceed at any time the greater of (x) $100,000,000 and (y) 2% of the Consolidated Net Tangible Assets at the time of the incurrence thereof; (f) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice; (g) intercompany Debt between Borrower and/or a Restricted Subsidiary of Navistar International; (h) Subordinated Debt; (i) other Debt not to exceed in the aggregate allocated principal $200,000,000 at any time outstanding; (j) Guaranteed Debt of Borrower with respect to (x) obligations of NFC under the Receivables Facility and (y) obligations with respect to Navistar International’s financial service operations in Mexico; provided that the aggregate amount of all such Capital Lease Obligations does Guaranteed Debt shall not exceed $112,000,000 at any time outstanding; (k) Debt under the Master Intercompany Agreements and the Support Agreement; (l) Debt under Permitted Receivables Financings; (m) Debt incurred by Borrower constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in response to worker’s compensation claims or self-insurance; (n) Debt arising from agreements of Borrower providing for adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with any acquisition permitted under Section 6.06; SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT (o) obligations in respect of performance and surety bonds and completion guarantees provided by Borrower in respect of obligations arising in the ordinary course of business and not constituting Debt for Borrowed Money; (p) Debt consisting of notes issued to current or former employees, officers or directors in connection with the redemption or repurchase of Equity Interests held by such Persons in an aggregate amount not in excess of $10,000,000 at any one time outstanding; (q) Debt consisting of take-or-pay obligations contained in supply agreements entered into by Borrower in the ordinary course of business; (r) Debt in respect of any Sale/Leaseback Transaction with respect to the purchase of tooling and related manufacturing equipment in the ordinary course of business; (i) Debt in respect of the Term Loan Documents and any amendments thereof permitted under the Loan Documents, in an aggregate principal amount for all such Debt not to exceed $1,050,000,000 at any time outstanding and (yii) after giving effect any refunding, refinancing, restructuring, renewal or replacement, in whole or in part, of such Debt; provided that, in the case of any such refunding, refinancing, restructuring, renewal or replacement, the Refinancing Conditions are satisfied; (t) other Debt; provided that (i) no Default or Event of Default shall be continuing at the time of the incurrence thereof or result therefrom, (ii) in the case of secured Debt, entry into an intercreditor agreement in a form substantially similar to the incurrence Collateral Cooperation Agreement or in another form reasonably acceptable to the Administrative Agent, (iii) the collateral (if any) for such Debt shall not include any Borrowing Base Collateral and (iv) scheduled maturity of any New such Debt (or, in the case of Guaranteed Debt, the ratio primary obligation in respect thereof) shall be beyond the Scheduled Maturity Date; (expressed as a percentageu) of (1) Investments to the total consolidated extent constituting Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to as defined in clause (vii) or (viij) above which does in the definition of “Debt”); (v) Guarantees issued by Borrower in connection with Recovery Zone Bonds; and (w) Indebtedness of Borrower arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days after incurrence. The accrual of interest and the accretion or amortization of original issue discount on Debt and the payment of interest in the form of additional Debt originally incurred in accordance with this Section 6.01 will not have the effect constitute an incurrence of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Debt.

Debt. No Originator shall createCreate or suffer to exist, incur, assume or permit any of its Subsidiaries to exist create or suffer to exist, any Debt (other than the following, provided that any Debt of a type described in parts (f) or (g) of the definition of permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such term in Annex X) except Debt would not be permitted by any other clause: (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, provided that all such Debt owed by a Loan Party to a Person that is not a Loan Party shall be subordinated to the Obligations of such Originator Loan Party pursuant to CRLLC, any Affected Party, any Purchaser Indemnified Person, an intercompany subordination agreement or any other Person expressly permitted by this Agreement or any other Related Document, arrangements reasonably satisfactory to the Agent, (ii) deferred taxesDebt existing on the Petition Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Permitted Refinancing thereof, (iii) unfunded pension fund Debt secured by Liens of the type described in and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, by Section 5.02(a)(iii) and (vi) in an aggregate amount not to exceed $25,000,000 at any time outstanding, (iv) endorser liability Debt of a Person existing at the time such Person is amalgamated, merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or acquisition, (v) Debt arising under the Loan Documents, (vi) [reserved], (vii) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England, (x) in connection with the endorsement short term working capital needs in an aggregate amount not to exceed $25,000,000 at any time outstanding and (y) consisting of negotiable instruments for deposit or collection Hedge Agreement Obligations entered into in the ordinary course of businessbusiness to protect the Company and its Subsidiaries against fluctuations in commodities, interest or exchanges rates, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (viiviii) Debt incurred by Subsidiaries organized under the laws of any jurisdiction outside of the United States or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the Canada in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not to exceed $1,000,000 20,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and outstanding, (ix) Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit card and related services provided to any refinancingssuch Subsidiaries, amendments or modifications (b) letters of credit issued for the benefit of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).Subsidiaries,

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) in the case of TCML, Debt owed to a wholly owned Subsidiary of TCML, which Debt (x) shall constitute Pledged Debt, (y) shall be on subordinated terms reasonably acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent and such Originator promissory notes shall be pledged as security for the Obligations of the holder thereof under the Note Documents to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (ii) deferred taxesin the case of any Subsidiary of TCML, Debt owed to TCML or to a wholly owned Subsidiary of TCML, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms reasonably acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Note Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable lawGuaranties and, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course case of business, TCML and its Subsidiaries, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (viiA) Debt incurred under the Note Documents, (B) so long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 4.02(a)(iv) not to exceed in the aggregate $3,000,000 at any time outstanding, (C) Capitalized Leases not to exceed in the aggregate $3,000,000 at any time outstanding, (D) the Existing Debt and any Debt extending the maturity of, or assumed for the purpose of financing all refunding or refinancing, in whole or in part, any part of such Originator's cost of acquiring any fixed asset Existing Debt; provided that the aggregate outstanding principal amount terms of all any such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured extending, refunding or refinancing Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debtof any agreement entered into and of any instrument issued in connection therewith, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as are otherwise permitted by the "New Debt") Note Documents; provided further that (x) the aggregate allocated principal amount of such Capital Lease Obligations Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to this principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Note Parties or the Holders than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) any Permitted Refinancing Debt in an aggregate principal amount not to exceed $10,000,000 120,000,000 at any one time and outstanding, and (yF) after giving effect to Debt under the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)First Lien Facilities.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (i) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (ii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of a such Loan Party of the type described in parts clause (f) or (gi) of the definition of “Debt” guaranteeing the Obligations of such term in Annex XSubsidiary under such Capitalized Leases, (C) except the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt that extends, refunds or refinances such Surviving Debt, (iD) Debt in respect of such Originator Hedge Agreements entered into by the Borrower and designed to CRLLC, any Affected Party, any Purchaser Indemnified Person, hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice, (E) Non-Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other Person expressly permitted provision of this Agreement, and the obligations under any Customary Carve-Out Agreements related thereto, (F) Debt consisting of Completion Guarantees and guarantees of construction financing relating to Development Properties in an aggregate principal amount not to exceed at any time 15% of Consolidated Total Asset Value; provided that, prior to entering into any such guarantee of construction financing, the Borrower shall have provided the Administative Agent with calculations demonstrating, in reasonable detail, pro forma compliance by this Agreement or the Parent Guarantor with the covenants contained in Section 5.04 as of the end of the most recent four fiscal-quarter period after giving effect to the incurrence of liability under such guarantee as of the beginning of such period, and (G) Unsecured Debt in an aggregate principal amount not to exceed $5,000,000 at any other Related Document, (ii) deferred taxes, time outstanding; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to in the extent permitted case of the Parent Guarantor, Debt under applicable law, the Loan Documents; and (iv) endorser liability in connection with the endorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; provided that, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being notwithstanding anything herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence contrary, no Loan Party shall, nor shall it permit any of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt its Subsidiaries (including without limitation New Debtthe On-Campus Participating Entities) of Cone ▇▇▇▇▇ and its Subsidiaries to, create, incur or assume any Debt relating to (2) the sum of On-Campus Participating Entities or the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus On-Campus Participating Properties after the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)date hereof.

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt other than: (i) Debt incurred pursuant to this Agreement; (ii) unsecured Subordinated Debt and Permitted Subordinated Debt; (iii) accrued expenses, current trade payables and other than current liabilities arising in the ordinary course of business and not incurred through the borrowing of money; (iv) unsecured Debt (x) of any Subsidiary to the Borrower (y) of any Subsidiary to a type Subsidiary and (z) of the Borrower to any Subsidiary, provided that any such Debt under this clause (iv) is incurred in the ordinary course of business consistent with past practice and is evidenced by one or more promissory notes pledged to the Administrative Agent pursuant to the Security Agreements; (v) Contingent Obligations permitted by SECTION 6.4; (vi) other Consolidated Debt (including, without limitation, Debt secured by liens described in parts clauses (fE) or and (gG) of the definition of such term Permitted Liens and Capital Lease Obligations, but excluding Debt otherwise permitted under this SECTION 6.3) in Annex Xan aggregate principal amount at any time outstanding not to exceed $75,000,000 for the Borrower and its Subsidiaries, provided, that other Consolidated Debt permitted pursuant to this clause (VI) except shall not include Debt incurred in connection with an asset securitization; (ivii) Debt of such Originator the Borrower under any Interest Rate Protection Agreements (if any) entered into in respect of the Debt incurred pursuant to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset Permitted Asset Securitization; provided that the aggregate outstanding principal notional amount of all such Debt for agreements at any and all Originator's combined time shall not exceed $1,000,000 the aggregate amount of the Commitments at any one such time; ; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations incurred pursuant to the Swingline Note; (all such unsecured Debt, non-recourse ix) Debt and Capital Lease Obligations being herein collectively referred incurred pursuant to as the "New Debt") provided that ELLF; and (x) Debt approved by the aggregate allocated principal amount Required Lenders in connection with their approval of such Capital Lease Obligations does not exceed $10,000,000 at any one time and Permitted Asset Securitization (y) after giving effect including loans to the incurrence Borrower from a special purpose Subsidiary formed in connection with such Permitted Asset Securitization). The Lenders shall use their best commercially reasonable efforts to respond to a request from the Borrower for approval of any New DebtSubordinated Debt (on terms acceptable to the Required Lenders in their sole discretion) within five (5) Business Days after the Administrative Agent's and the Lender's receipt of information regarding the amount and material terms thereof; provided, however, the ratio (expressed as a percentage) of (1) the total consolidated failure to approve or disapprove such Subordinated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries during such period shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)constitute approval.

Debt. No Originator shall The Borrower and each Guarantor will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume incur or permit suffer to exist any Debt (direct, indirect, fixed or contingent liability for any Debt, other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator the obligations pursuant to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, the Credit Documents; (ii) deferred taxes, the Debt described on Schedule VII; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable lawintercompany Debt, (iv) endorser liability additional Debt of the Guarantors and the Borrower’s and the Guarantor’s Subsidiaries incurred in connection with Capitalized Lease Obligations; provided, however, the endorsement aggregate of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured all Debt arising out of the Credit Facility, Guarantors and all such Subsidiaries under this clause (vi) existing Debt described on Schedule 4.03(kiv), (vii) Debt incurred whether secured or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall unsecured, must not exceed $1,000,000 45,000,000 in the aggregate at any one time; (viiiv) Debt incurred in connection with Sale-Leaseback Transactions otherwise permitted to be consummated in accordance with Section 7.03(c) of this Agreement; and (vi) to the extent incurred after the Effective Date, any other Debt for borrowed money not otherwise permitted above; provided, that (a) the aggregate principal amount ofin this Section 7.09 constituting (I) unsecured Debt, non-recourse (II) secured Subordinated Debt or (III) Debt secured on a junior lien basis with the Advances and Capital Lease Obligations (all such unsecured Debtother Obligations, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided ; provided, that (xa) the aggregate allocated principal amount of such Capital Lease Obligations does incurred in reliance upon this clause (vi), together with any Permitted Refinancing Debt, shall not exceed $10,000,000 500,000,000 (plus such additional amounts as constituting unsecured Permitted Refinancing Debt of any Debt evidenced by the 2023 Notes Indenture and\or the 2024 Notes Indenture) at any one time during the term of this Agreement, (b) any Debt that is intended to be Subordinated Debt shall be subject to a Subordination Agreement, (c) any unsubordinated Debt that is intended to be secured on a pari-passu or junior lien basis with the Advances and other Obligations shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (yd) both before and after giving effect to the incurrence of any New such Debt, no Default or event which, with the giving of notice, the lapse of time or both, would constitute a Default shall have occurred and be continuing or would result therefrom, (e) both before and after giving effect to the incurrence of such Debt, the ratio Loan Parties are in compliance with Section 7.01(c), (expressed as a percentagef) the Total Commitments are permanently reduced and (to the extent of any outstanding Advances in excess of the then effective principal amount of the Total Commitments) the amount of outstanding Advances in excess of the then effective principal amount of the Total Commitments is repaid, in each case, in accordance with the provisions of Section 2.05(b), and (g) any Debt incurred pursuant to this clause (vi) (1) shall have a scheduled maturity no earlier than the total consolidated date that is 91 days after the Stated Termination Date, (2) except for (I) customary asset sale, excess cash flow and change of control redemption or offer to purchase provisions and (II) amortization no greater than 5% per annum of the original aggregate principal amount, shall have no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) prior to the date that is 91 days after the Stated Termination Date and (3) if constituting convertible Debt, no portion of such Debt shall be redeemable for cash prior to the date that is 91 days after the Stated Termination Date.; and (vii) Incremental Equivalent Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to Permitted Refinancing Debt in respect thereof); provided, that, (2a) the sum of the total consolidated Debt aggregate original amount of such Incremental Equivalent Debt, the cumulative aggregate amount of all Commitment Increases established under Section 2.17(a) and the cumulative aggregate original amount of all the Incremental Term Commitments established under Section 2.17(b) shall not, on the date of incurrence of such Incremental Equivalent Debt, exceed the Maximum Incremental Amount in effect as of such date, (including without limitation New b) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such incurrence, (c) both before and after giving effect to the incurrence of such Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus , the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, Loan Parties are in compliance with Section 7.01 and (ixd) any refinancingsthe Borrower shall have, amendments or modifications reasonably prior to the date of any incurrence of such Incremental Equivalent Debt, delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower confirming the satisfaction of the conditions set forth above and attaching a calculation of the First Lien Debt permitted to Cash Flow Ratio on a pro forma basis as of the last day of the period of four fiscal quarters most recently completed for which financial statements have been (or were required to be) delivered pursuant to clause (viSection 6.02(b) or (viic),and either stating that such incurrence relies solely on utilization of clause (a) above which does of the Maximum Incremental Amount or, if that is not have the effect case, setting forth a calculation of increasing the principal amount thereof (other than Maximum Incremental Amount as of such date, and identifying the Incremental Equivalent Debt being incurred and specifying that it is being incurred pursuant to add accrued interest, fees or related expenses to such principal amountthis Section 7.09(vii).

Debt. No Originator Loan Party nor any Subsidiary of a Loan Party shall create, incur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (i) the Loans and all other Obligations; (ii) Debt in respect of unsecured guarantees of Permitted Guaranteed Facilities; (other than iii) Debt secured by Liens permitted by Section 5.02(a)(iii); provided, that Debt permitted to be incurred pursuant to this Section 5.02(b)(iii) shall not exceed in the aggregate, the Threshold Amount at any time outstanding; (iv) Debt owed to any Loan Party, which Debt shall (x) constitute Pledged Debt, (y) be on terms acceptable to the Administrative Agent in its sole and absolute discretion and (z) be otherwise permitted under Section 5.02(f); (v) to the extent constituting Debt, (A) Debt in respect of performance bonds, workers’ compensation claims, unemployment insurance, employee compensation and benefits, bid bonds, appeal bonds, custom bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations, completion guarantees and similar obligations incurred in the ordinary course of business and not securing Debt for Borrowed Money and (B) bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt, bonds or similar instruments collateralized in full by amounts permitted under, and to the extent secured by a type ▇▇▇▇ described in parts in, clause (f) or (gd) of the definition of Excepted Liens; (vi) non-current pay, non-amortizing, unsecured debt with a maturity date beyond the Maturity Date of the Loans, which is subordinated in right of payment in full to the Obligations, subject to execution by such term junior debt lenders of a subordination agreement in Annex Xform and substance satisfactory to the Administrative Agent in its sole and absolute discretion; (vii) except (i) Guaranteed Debt of a Loan Party or its Subsidiary in respect of any Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, Loan Party or any of its Subsidiaries otherwise permitted to be incurred under this Section 5.02(b); (viii) Debt under company debit cards, stored value cards, commercial cards or Cash management services incurred in the ordinary course of business in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; (ix) Debt arising from the honoring by a bank or other Person expressly permitted by this Agreement financial institution of a check, draft or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection similar instrument drawn against insufficient funds in the ordinary course of business; (x) Debt incurred in the ordinary course of business in respect of obligations of Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (xi) Debt in respect of endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the ordinary course of business; (vxii) Debt in respect of the financing of insurance premiums incurred in the ordinary course of business; (xiii) Debt representing deferred compensation, severance, pension and health and welfare benefits or the equivalent to current or former to employees, consultants or independent contractors of a Loan Party (or, to the extent such work is done for a Loan Party or its Subsidiaries, any direct or indirect parent thereof) and the Subsidiaries; (xiv) Debt arising under Hedge Agreements (other than Secured Hedge Agreement) permitted pursuant to Section 5.02(l) but only to the extent such Debt is unsecured without margining and adequate assurances requirements; (xv) Debt arising out of the Credit Facility, judgments or awards under circumstances not giving rise to an Event of Default; (vi) existing Debt described on Schedule 4.03(k), (viixvi) Debt incurred or assumed for of the purpose of financing all Borrower or any part of such Originator's cost its Subsidiaries to the extent subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent (acting at the direction of acquiring any fixed asset provided that the Required Lenders) in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not to exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and outstanding $150,000,000; and (yxvii) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated unsecured Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments Borrower or modifications of any of its Subsidiaries, including, without limitation, guarantees of Debt of the Parent, so long as such Debt permitted pursuant to clause (vi) has a final maturity date that is on or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interestafter January 1, fees or related expenses to such principal amount)2029.

Debt. No Originator Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (ii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (C) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt that extends, refunds or refinances such Surviving Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice, (E) Non-Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and the obligations under any Customary Carve-Out Agreements related thereto, (F) Secured Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (G) Unsecured Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (iii) in the case of the Parent Guarantor, (A) Debt under the Loan Documents, (B) Obligations under any Customary Carve-Out Agreements related to Non-Recourse Debt permitted under Section 5.02(b)(ii)(E), (C) Debt in respect of Completion Guaranties, (D) Debt in respect of Environmental Indemnities, (E) Debt under the ▇▇▇▇▇▇▇ Mac/ACC Loan; and (F) Unsecured Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (iv) in the case of the Borrower; (A) Debt in respect of Completion Guaranties, and (B) Debt in respect of Environmental Indemnities; and (v) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; provided that, notwithstanding anything herein to the contrary, (x) no Loan Party shall, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to, create, incur, assume or suffer to exist any Debt relating to the On-Campus Participating Entities or the On-Campus Participating Properties after the date hereof, (y) no Unencumbered Controlled Property Subsidiary shall create, incur, assume or permit suffer to exist any Debt (other than Debt under the Loan Documents and (z) subject to the terms of a type described in parts clauses (fl) or and (gm) of the definition of such term in Annex X) except (i) Debt Unencumbered Property Conditions and subject to compliance with the terms of such Originator to CRLLCSection 5.01(r), any Affected Party, any Purchaser Indemnified Person, no Qualifying Subsidiary which is the owner or lessee of a Unencumbered Property or any interest therein shall create, incur, assume or suffer to exist any Debt other Person expressly than Unsecured Debt permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Agreement.

Debt. No Originator (a) The Borrower shall not create, incur, assume or permit suffer to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator to CRLLC, that is secured by any Affected Party, any Purchaser Indemnified Person, or any other Person expressly Lien that is not permitted by this Agreement or any other Related DocumentSection 5.07, (ii) deferred taxesthat does not arise or exist under the Existing Credit Agreement, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted that does not arise or exist under applicable law, this Credit Agreement or (iv) endorser liability that is not in connection with existence as of the endorsement Closing Date and set forth on Schedule 5.17 hereto; provided, however, that the Borrower may (A) renew, ------------- -------- ------- refinance or extend any Debt originally permitted to be created, incurred or assumed or permitted to exist pursuant to this subsection (a) so long as such renewed, refinanced or extended Debt (y) is on terms and conditions no less favorable to the Borrower than the Debt originally issued (including, without limitation, any shortening of negotiable instruments for deposit the final maturity or collection average life to maturity or requiring any payment to be made sooner than originally scheduled or any increase in the interest rate applicable thereto or any change to any subordination provision thereof) and (z) matures no earlier than six months after the Termination Date, (B) enter into Hedging Agreements, (C) incur Debt in respect of trade letters of credit in the ordinary course of business, (vD) incur intercompany Debt to the extent not otherwise prohibited by this Credit Agreement, provided that such intercompany Debt shall be fully subordinated to the Obligations, on terms and conditions reasonably satisfactory to the Agents and (E) incur additional Debt after the date hereof in respect of uncommitted, unsecured lines of credit in an aggregate amount not to exceed $25,000,000 at any time outstanding and (F) Guarantee Obligations in respect of Debt arising out of Subsidiaries permitted to be incurred by such Subsidiaries under the Credit Facility, immediately following subsections (vi) existing Debt described on Schedule 4.03(kb)(i), (viib)(iii) and (b)(iv) (provided that with respect to Debt incurred pursuant to subsection (b)(iv) below, such Guarantee Obligations may exist only to the extent the Borrower provided a Guarantee of such Debt as of the Closing Date). (b) Except for Debt existing as of the Closing Date and set forth on Schedule 5.17, the Borrower shall not permit any Subsidiary to create, ------------- incur, assume or suffer to exist any Debt except for (i) Debt owed by a Domestic Subsidiary to the Borrower or another Domestic Subsidiary of the Borrower, (ii) Debt deemed incurred in connection with a Permitted Receivables Financing permitted under Section 5.10; (iii) Debt of Subsidiaries arising in connection with the Summerville City IRB and the Catoosa Co. IRB; and (iv) renewals, refinancings and extentions of Debt outstanding on the Closing Date in the same or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding lesser principal amount of all the Debt then outstanding relating thereto so long as such renewed, refinanced or extended Debt for is on terms and conditions no less favorable to such Subsidiary than the Debt originally issued (including, without limitation, any shortening of the final maturity or average life to maturity or requiring any payment to be made sooner than originally scheduled or any increase in the interest rate applicable thereto or any change to any subordination provision thereof). It is understood and all Originator's combined agreed that in the event that any Subsidiary or Subsidiaries of the Borrower provides a Guarantee or Guarantees to any Person or Persons other than the Lenders, such Subsidiary or Subsidiaries shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt immediately provide equal and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect ratable Guarantees to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)Lenders hereunder.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt of such Originator to CRLLCunder the Loan Documents, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, Credit Agreement (ii) deferred taxes, Capitalized Leases (including any Capitalized Leases included as Surviving Debt) and Debt secured by Liens permitted by Section 5.02(a) (iv) and 5.02(a)(vi) not to exceed in the aggregate $15,000,000 at any time outstanding, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, Surviving Debt, (iv) endorser liability in connection with unsecured Debt of the endorsement of negotiable instruments for deposit or collection Domestic Borrower and its Subsidiaries incurred in the ordinary course of businessbusiness for the deferred purchase price of property or services and aggregating, on a Consolidated basis, not more than $20,000,000 at any one time outstanding, (v) unsecured Debt arising out of any Person that becomes a Subsidiary of the Credit Facility, Domestic Borrower after the date hereof in accordance with the terms of Section 5.02(g) which Debt is existing at the time such Person becomes a Subsidiary of the Domestic Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Domestic Borrower), (vi) existing Debt described on Schedule 4.03(kin respect of (A) Hedge Agreements as may be required from time to time pursuant to Section 3.03(c), and (B) other Hedge Agreements (including those required pursuant to Section 5.01(o)) designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $5,000,000 at any time outstanding, (vii) Debt incurred owed to the Domestic Borrower by a Subsidiary of the Domestic Borrower and Debt owed by the Domestic Borrower to a wholly-owned Subsidiary of the Domestic Borrower, which Debt (x) shall constitute Pledged Debt, and (y) shall be evidenced by promissory notes in substantially the form attached as Exhibit I or assumed for such other form satisfactory to the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; Administrative Agent; (viii) any other unsecured DebtDebt arising from honoring a check, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") draft or similar instrument against insufficient funds; provided that such Debt is extinguished within five Business days of its incurrence; (ix) unsecured Debt incurred by Domestic Borrower to former employees in connection with the purchase or redemption of stock of Domestic Borrower not to exceed in the aggregate $2,000,000; (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) Senior Subordinated Notes; provided that, after giving effect to the incurrence issuance of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated such Debt (including without limitation New DebtA) of Cone ▇▇▇▇▇ no Default shall have occurred and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount).be continuing Credit Agreement

Debt. No Originator shall The Borrower and each Guarantor will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume incur or permit suffer to exist any Debt (direct, indirect, fixed or contingent liability for any Debt, other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator the obligations pursuant to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, the Credit Documents; (ii) deferred taxes, the Debt described on Schedule VII; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable lawintercompany Debt, (iv) endorser liability additional Debt of the Guarantors and the Borrower’s and the Guarantor’s Subsidiaries incurred in connection with Capitalized Lease Obligations; provided, however, the endorsement aggregate of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured all Debt arising out of the Credit Facility, Guarantors and all such Subsidiaries under this clause (vi) existing Debt described on Schedule 4.03(kiv), (vii) Debt incurred whether secured or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall unsecured, must not exceed $1,000,000 45,000,000 in the aggregate at any one time; (viiiv) Debt of Real Property Holdings Companies incurred in connection with Sale-Leaseback Transactions otherwise permitted to be consummated in accordance with Section 7.03(c) of this Agreement; and (vi) to the extent incurred after the Seventh Amendment Effective Date, any other Debt for borrowed money not otherwise permitted above; provided, that (a) the aggregate principal amount of (I) unsecured Debt, non-recourse (II) secured Subordinated Debt or (III) Debt secured on a junior lien basis with the Advances and Capital Lease Obligations other Obligations, incurred in reliance upon this clause (all such unsecured vi), together with any Permitted Refinancing Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does shall not exceed $10,000,000 500,000,000 (plus such additional amounts as constituting unsecured Permitted Refinancing Debt of any Debt evidenced by the 2023 Notes Indenture and\or the 2024 Notes Indenture) at any one time during the term of this Agreement, (b) any Debt that is intended to be Subordinated Debt shall be subject to a Subordination Agreement, (c) any unsubordinated Debt that is intended to be secured on a pari-passu or junior lien basis with the Advances and other Obligations shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (yd) both before and after giving effect to the incurrence of any New such Debt, no Default or event which, with the giving of notice, the lapse of time or both, would constitute a Default shall have occurred and be continuing or would result therefrom, (e) both before and after giving effect to the incurrence of such Debt, the ratio Loan Parties are in compliance with Section 7.01(c), (expressed as a percentage) of (1f) the total consolidated Debt Total Commitments are permanently reduced and (including without limitation New Debt) to the extent of Cone ▇▇▇▇▇ and its Subsidiaries to (2any outstanding Advances in excess of the then effective principal amount of the Total Commitments) the sum amount of outstanding Advances in excess of the total consolidated Debt (including without limitation New Debt) then effective principal amount of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth Total Commitments is repaid, in each case, in accordance with the provisions of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%Section 2.05(b), and (ixg) any refinancings, amendments or modifications of any of the Debt permitted incurred pursuant to this clause (vi) (1) shall have a scheduled maturity no earlier than the date that is 91 days after the Stated Termination Date, (2) except for (I) customary asset sale, excess cash flow and change of control redemption or offer to purchase provisions and (viiII) above which does not have amortization no greater than 5% per annum of the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such original aggregate principal amount), shall have no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) prior to the date that is 91 days after the Stated Termination Date and (3) if constituting convertible Debt, no portion of such Debt shall be redeemable for cash prior to the date that is 91 days after the Stated Termination Date.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt of the Borrower under the Financing Documents (including Debt incurred pursuant to Section 2.14); (ii) secured Debt of the Borrower in an aggregate principal amount, when combined with the aggregate principal amount of Debt incurred pursuant to Section 2.14, not to exceed $200,000,000 at any time outstanding; (iii) Surviving Debt; (iv) unsecured Debt owed to the Parent, the Borrower or any Subsidiary of the Borrower so long as such Originator Debt is subordinated to CRLLCthe Advances in accordance with the Affiliate Subordination Terms and to the extent such Debt is owed to any Loan Party such Debt constitutes Pledged Debt; (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities as a result of fluctuations in the prices of transmission, capacity or energy (or of any Affected Partyfuel required for the generation thereof) or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (vi) Debt incurred to finance all or any part of the acquisition, construction or improvement of any Purchaser Indemnified Personreal property, physical assets or equipment (including Capital Expenditures); provided that such Debt is incurred prior to or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditures; provided further that the aggregate principal amount of Debt permitted under this Section 5.02(b)(vi), when combined with the aggregate principal amount of Debt incurred in connection with Capitalized Leases permitted under Section 5.02(b)(vii) shall not exceed $100,000,000 at any time outstanding; (vii) Capitalized Leases in an aggregate principal amount, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 5.02(b)(vi), not in excess of $100,000,000 at any time outstanding; (viii) Debt of any Person that (x) is merged into or consolidated with the Borrower or any Subsidiary or (y) becomes a Subsidiary of the Borrower after the date hereof in either case in accordance with the terms of Section 5.02(f); provided that (A) such Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), (B) immediately after giving effect to the investment in such Subsidiary, no Default or Event of Default shall have occurred and be continuing and (C) such Debt is non-recourse to the Borrower or any other Subsidiary of the Borrower (other than with respect to such Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities its Subsidiaries to the extent permitted under applicable lawsuch Debt was with recourse to such Person and/or its Subsidiaries at the time of such investment); (ix) Debt arising from the honoring by a bank or financial institution of a check, draft or similar instrument inadvertently (ivexcept in the case of daylight overdrafts) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection drawn against insufficient funds in the ordinary course of business, so long as such Debt is covered within five Business Days; (vx) Debt in respect of workers' compensation claims, self-insurance obligations, bankers' acceptance and performance and surety bonds provided by the Borrower or any of its Subsidiaries in the ordinary course of business; (xi) Debt that may be deemed to arise as a result of agreements of the Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, Assets or Equity Interests in any Subsidiary of the Borrower consummated in accordance with the terms of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by the Borrower or any of its Subsidiaries in connection with such sale or disposition; (xii) Debt of the Borrower represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of the Borrower or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby), the Borrower would be in compliance with Section 5.02(f); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of the Borrower or any of its Subsidiaries by the Parent or any of its Subsidiaries in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to the Borrower or any such Subsidiary; (xiv) unsecured Debt arising out of the Credit FacilityBorrower and its Subsidiaries not to exceed $100,000,000 at any time outstanding; (xv) unsecured Debt in respect of obligations of the Borrower or any of its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that with respect to any material invoice, such obligations are (A) incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 90 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money and (B)(I) not more than 90 days past due or (II) subject to any Contest, provided that the aggregate principal amount of such Debt subject to Contest shall not exceed $15,000,000; (xvi) Permitted Refinancing Debt incurred in respect of any Debt permitted under clauses (i), (ii), (iii), (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; ), (viii), (xiv), (xx) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (yxxiv) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to this clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountxvi).;

Debt. No Originator shall (a) Create, incur, assume or permit to exist, or permit any of its Subsidiaries to create, incur, assume or permit to exist any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by under this Agreement or any and the other Related Document, Loan Documents; (ii) deferred taxes, Intercompany Debt; (iii) unfunded pension fund Existing Other Debt and other employee benefit plan obligations refinancings or renewals of such borrowed money; provided that any such refinancing of such Debt is of the same type, of the same tenor, and liabilities in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to the extent permitted under applicable law, be paid thereon and reasonable fees and expenses associated therewith; (iv) endorser liability Debt incurred after the Original Effective Date that is not secured by a Lien (including, without limitation, Capital Leases), provided that (A) prior written notice thereof describing its terms and intended use is given to Agent and the Banks and (B) such Debt does not collectively, exceed at any time the aggregate principal amount and committed availability of $2,000,000; (v) JPMorgan Obligations, provided that the JPMorgan Exposure does not at any time exceed in the aggregate $8,000,000; (vi) Debt other than Existing Other Debt incurred after the Original Effective Date by Foreign Subsidiaries which does not any time exceed in the aggregate $5,000,000; (vii) Debt arising in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; ; (viii) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (ix) Purchase Money Debt that does not exceed at any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as time $3,000,000 in the "New Debt") provided that aggregate; (x) Any Debt approved in advance by the Agent and the Required Banks in writing; and (xi) Provided that the Borrower is at all times in compliance with the terms and conditions of this Agreement, no Default or Event of Default exists, and no event or condition has occurred or is continuing which with the giving of notice, lapse of time or other condition would constitute a Default or Event of Default, the Borrower and/or its Subsidiaries may incur, assume or permit to exist Debt in connection with the mortgage of the Taiwanese Property; provided, however, that: (a) the aggregate allocated principal amount of any such Capital Lease Obligations does mortgage Debt shall not exceed $10,000,000 at any one time and or from time to time exceed $6,000,000.00, (yb) after giving effect to said mortgage Debt shall be secured only by a mortgage on the incurrence of any New Debt, Taiwanese Property or a sale/leaseback transaction affecting the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%Taiwanese Property, and (ixc) any refinancingsall net proceeds (with net proceeds being defined as the proceeds available to the Borrower after the payment of the Purchase Price for the Taiwanese Property in accordance with the terms of the ROC Joint Venture Agreement and the Lease Agreement attached thereto, amendments or modifications and the payment of any reasonable costs and expenses incurred in connection with the Borrower’s purchase of the Taiwanese Property) received by the Borrower or any of its Subsidiaries (whether directly or indirectly) in connection with incurrence of such mortgage Debt shall be paid over to the Agent within five (5) Business Days and shall be applied by the Agent as a mandatory prepayment under the terms of this Agreement. In all events, if completed in accordance with the terms of this Agreement, any resulting liens and encumbrances on the Taiwanese Property shall be considered a permitted Subsidiary Real Property Lien under the terms of Section 5.12(a) of this Agreement. For purposes of this Section 7.01, the amount of the Debt permitted pursuant incurred by a Foreign Subsidiary shall be determined and fixed by using the “rate of exchange” to clause purchase United States Dollars in effect as of the documented closing date for such Debt. (vib) Prepay, redeem, purchase, defease or (vii) above which does not have otherwise satisfy prior to the effect scheduled maturity thereof in any manner, or make any payment in violation of increasing the principal amount thereof (any subordination terms of, any Debt other than to add accrued interest, fees or related expenses to such principal amount)the Obligations.

Debt. No Originator shall Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Debt except for: (a) Debt and all other Obligations under the Financing Documents; (b) Debt outstanding on the date of this Agreement as set forth in the Information Certificate (other than Debt of a type described in parts permitted pursuant to clause (f) or (gd) of this Section 5.1) to the definition of such term in Annex X) except extent set forth therein; (ic) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt Borrowers incurred or assumed for the purpose of financing all or any part of such Originator's the cost of acquiring any fixed asset provided that the (including through Capital Leases) and related costs and refinancings thereof, in an aggregate outstanding principal amount at any time outstanding not greater than $1,500,000; (d) intercompany Debt arising from loans made by a Borrower to (i) any other Borrower or any Domestic Wholly-Owned Subsidiary of all such Debt for any Borrower and all Originator's combined shall (ii) its Foreign Subsidiaries which are Wholly-Owned Subsidiaries in an aggregate amount under this clause (ii) not to exceed $1,000,000 at any one timetime outstanding; (viii) any other unsecured Debtprovided, non-recourse however, in each case, such Debt and Capital Lease Obligations (all such unsecured Debtshall be evidenced by promissory notes having terms reasonably satisfactory to Collateral Agent, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount sole originally executed counterparts of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect which shall be pledged to the incurrence Collateral Agent and delivered to the First Lien Agent as contractual representative for the Collateral Agent pursuant to the Second Lien Intercreditor Agreement (or, following the Discharge of any New all First Lien Debt, the ratio Collateral Agent), as security for the Obligations; (expressed as e) unsecured Debt of any Borrower not to exceed $1,000,000 in the aggregate at any time outstanding which is subordinated to the Obligations in a percentagemanner reasonably satisfactory to Administrative Agent; (f) net obligations to a counterparty under any Swap Contract permitted pursuant to the First Lien Credit Agreement; (g) Debt consisting of Contingent Obligations to the extent permitted pursuant to Section 5.3; (1h) the total consolidated First Lien Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries refinancings and replacements thereof, to (2) the sum extent permitted pursuant to the terms of the total consolidated Second Lien Intercreditor Agreement; (i) Debt arising from Holdings Loans; (including without limitation New Debtj) Debt of Cone ▇▇▇▇▇ COMSYS IT incurred pursuant to the PS Year One Earnout in an aggregate amount not to exceed $2,500,000; (k) Debt of COMSYS IT incurred pursuant to the PS Year Two Earnout in an aggregate amount not to exceed $2,500,000; (l) Debt of COMSYS IT incurred pursuant to the PS Year Three Earnout in an aggregate amount not to exceed $2,500,000; (m) Debt of COMSYS IT incurred pursuant to the PS Additional Earnout in an aggregate amount not to exceed $750,000; (n) Debt evidenced by Earnouts incurred in connection with Permitted Acquisitions; and (o) intercompany Debt of COMSYS IT constituting the Holdings Intercompany Loan, provided, that (i) all interest on such Debt shall be payable in kind (and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%in cash), and (ixii) any refinancingssuch Debt shall be evidenced by a promissory note, amendments or modifications of any all payments under which are subordinated to the prior indefeasible payment in full in cash of the Debt permitted Obligations in manner acceptable to Collateral Agent and which otherwise contains terms reasonably satisfactory to Collateral Agent, the sole originally executed counterpart of which shall be pledged to the Collateral Agent and delivered to the First Lien Agent as contractual representative for the Collateral Agent pursuant to clause the Second Lien Intercreditor Agreement (vi) or (vii) above which does not have or, following the effect Discharge of increasing all First Lien Debt, the principal amount thereof (other than to add accrued interestCollateral Agent), fees or related expenses to such principal amount)as security for the Obligations.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except Debt, except: (i) in the case of the Borrower, Debt in respect of such Originator Hedge Agreements designed to CRLLC, any Affected Party, any Purchaser Indemnified Person, hedge against fluctuations in interest rates or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection foreign exchange rates incurred in the ordinary course of businessbusiness and consistent with reasonable business practice, and (ii) in the case of any Loan Party: (A) Debt owed to the Borrower or to any other Loan Party, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (vy) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (B) Debt under the Loan Documents; (C) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate, on a Consolidated basis, $5,000,000 at any time outstanding; (D) Capitalized Leases not to exceed in the aggregate, on a Consolidated basis, $5,000,000 at any time outstanding; (E) the Surviving Debt; (F) unsecured Debt arising out incurred in the ordinary course of business for the Credit Facilitydeferred purchase price of property or services, aggregating, on a Consolidated basis, not more than $5,000,000 at any one time outstanding; (vi) existing Debt described on Schedule 4.03(k), (viiG) Debt of a Subsidiary acquired as permitted in accordance with Section 5.02(f)(vii) hereof so long as (x) such Debt was in existence at the time of acquisition and was not incurred or assumed for the purpose of financing all or any part of in connection with such Originator's cost of acquiring any fixed asset provided that acquisition and (y) the aggregate outstanding principal amount of all such Debt for outstanding at any and all Originator's combined time shall not exceed $1,000,000 at any one time; 25 million; (viiiH) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as in respect of take or pay contracts entered into by the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ Borrower and its Restricted Subsidiaries to in the ordinary course of business and consistent with past practices; and (2I) the sum Debt in respect of the total consolidated Debt (including without limitation New Debt) Mezzanine Facility not to exceed a principal amount, in the aggregate, of Cone ▇▇▇▇▇ and its Subsidiaries $20,000,000, plus pay-in-kind interest accruing in accordance with the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any terms of the Debt permitted pursuant to clause (vi) or (vii) above which does not have Mezzanine Facility as in effect on the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)date hereof.

Debt. No Originator shall FOC will not create, incur, assume or suffer to exist, or permit any Subsidiary to exist create, incur, assume or suffer to exist, any Debt (other than Debt of a type described in parts the following: (f) or (g) of the definition of such term in Annex X) except (ia) Debt of such Originator the Credit Parties under the Credit Documents; (b) Debt of FOC in respect of $150,000,000 in principal amount of its 6-5/8% Senior Notes due 2011; (c) Debt (commonly known as purchase-money debt) of FOC and its Subsidiaries incurred after December 31, 2006 to CRLLC, any Affected Party, any Purchaser Indemnified Personpurchase, or any other Person expressly permitted to finance the purchase of, fixed assets and/or Debt incurred by this Agreement or any other Related DocumentFOC and its Subsidiaries after December 31, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities 2006 with respect to which the creditor has no recourse to the extent permitted under applicable lawdebtor, (iv) endorser liability in connection with but only to the endorsement of negotiable instruments for deposit or collection in the ordinary course of businessproperty securing such Debt; provided, (v) unsecured Debt arising out of the Credit Facilityhowever, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding cumulative principal amount of all such Debt for any and all Originator's combined referred to above shall not exceed $1,000,000 30,000,000; (d) Capitalized Leases permitted under Section 7.5; (e) Debt of FPI to ConocoPhillips pursuant to the Conoco Operating Agreement, not to exceed $500,000 in the aggregate at any one timetime outstanding; (f) Debt of FOC and the Borrower to brokerage firms listed on Schedule 6, and Debt of Subsidiaries to FOC in respect of such Debt of FOC (incurred on behalf of such Subsidiaries in the purchase or sale of commodity futures contracts or related options) to such brokerage firms; provided, however, that such Debt shall not exceed $25,000,000 in the aggregate at any time outstanding, without duplication, and shall relate only to commodity hedging activity in margin accounts that is permitted pursuant to Section 7.4(m); (viiig) the obligation of FERC to make “Contingency Earn-Up Payments” to Shell Oil Products US pursuant to the Asset Purchase and Sale Agreement dated as of October 19, 1999 among Shell Oil Products US, FERC and FOC; (h) Debt permitted by Section 7.8(c), (d) or (e); (i) the guaranty by FOC and its Subsidiaries of the obligations of FOC in respect of the Debt described in Section 7.4(b); (j) Debt of FOC or the Borrower under any other unsecured DebtHedge Agreement entered into with the purpose and effect of hedging interest rates on a principal amount of Debt of such Credit Party that is accruing interest at a fixed or variable rate, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (xi) the aggregate allocated principal notional amount of such Capital Lease Obligations Hedge Agreement does not exceed 75% of the anticipated outstanding principal balance of the Debt to be hedged by such Hedge Agreement or 75% of an average of such principal balances calculated using a generally accepted method of matching interest-rate swap contracts to declining principal balances, (ii) the floating-rate index of each such Hedge Agreement hedging variable-rate Debt generally matches the index used to determine the floating rates of interest on the corresponding Debt to be hedged by such Hedge Agreement, (iii) the fixed-rate index of each such Hedge Agreement hedging fixed-rate Debt generally matches the fixed rate(s) of interest on the corresponding Debt to be hedged by such Hedge Agreement and (iv) each such Hedge Agreement is with a counterparty, or has a guarantor of the obligation of the counterparty, that is a Lender or another well capitalized and nationally recognized hedging counterparty; (k) the Debt of the Borrower, as purchaser, and FOC, as guarantor, in respect of the Utexam Transactions, provided that such Debt does not exceed, at any time outstanding, the sum of $200,000,000 plus the amount of any related transportation costs and expenses; and the Debt of the Borrower, as account party, to BNP Paribas in respect of up to $10,000,000 in the aggregate, at any time outstanding, for one time or more letters of credit (including any unreimbursed drawings thereunder) issued by BNP Paribas to provide credit support for certain obligations of the Borrower to CCPS Transportation, LLC, a Delaware limited liability company, for transport of crude oil purchased by the Borrower in the Utexam Transactions; (l) Debt of FOC, provided that (i) such Debt is unsecured, (ii) the earliest maturity date of any portion of such Debt is at least 2 years after the Commitment Termination Date, (iii) the covenants in any agreement or instrument evidencing or otherwise relating to such Debt are no more restrictive or burdensome than those in this Agreement and the other Credit Documents, (iv) the interest payable on such Debt is at a commercially reasonable rate and (yv) after giving effect at the time of issuance of such Debt, FOC’s senior unsecured debt ratings from ▇▇▇▇▇’▇ and S&P (A) are at least B1 and B+, respectively, and (B) have not declined during the 6-month period ending on the date of issuance of such Debt; provided, however, that, if at the time of issuance of such Debt FOC’s senior unsecured debt is rated by only one of ▇▇▇▇▇’▇ and S&P, then the conditions set forth in clause (v) above shall apply only to the incurrence rating by that rating agency; (m) Debt of FOC or any New DebtSubsidiary under any Hedge Agreement entered into for the purpose and with the effect of hedging price risk on (i) oil or gas purchased or to be purchased by FOC or any Subsidiary for processing or consumption by any Subsidiary or (ii) petroleum products produced or to be produced by any Subsidiary, the ratio provided that each such Hedge Agreement at all times (expressed as a percentageA) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇▇ or mitigates risk to which FOC or a Subsidiary has actual or projected exposure, (B) is permitted under the risk-management policy approved by FOC’s Board of Directors at the time such Hedge Agreement is entered into and (C) does not subject FOC or any Subsidiary to any speculative risk; and (n) other Debt of FOC and its Subsidiaries Subsidiaries, in addition to (2) any permitted above in this section, not exceeding $20,000,000 in the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) aggregate at any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)time outstanding.

Debt. No Originator shall createCreate, incur, assume or permit suffer to exist any Debt, except: (a) Debt under the Loan Documents; (b) Debt outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other than reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Debt owed between any Subsidiary of the Borrower and the Borrower, provided that the payment of such Debt is subordinated to the payment of the Obligations pursuant to Section 10.22 or otherwise in a type described manner satisfactory to the Administrative Agent; (d) Subordinated Debt in parts an aggregate principal amount not at any time to exceed $20,000,000; (fe) so long as there exists no Default both before and after giving effect to any such transaction, obligations (contingent or (gotherwise) of the definition of such term in Annex X) except Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, obligations are (or any other were) entered into by such Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement of negotiable instruments for deposit or collection in the ordinary course Ordinary Course of business, (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed Business for the purpose of financing all directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Guarantee Obligations of the Borrower or any part Guarantor in respect of such Originator's cost Debt otherwise permitted hereunder of acquiring the Borrower or any fixed asset other Guarantor, including the Senior Notes; (g) Debt consisting of the Deferred Purchase Price of any Acquisition permitted by this Agreement; (h) Debt incurred by the Borrower under the Senior Notes and the Senior Notes Documents and any Permitted Senior Notes Refinancing in an aggregate principal amount not to exceed $450,000,000; and (i) so long as there exists no Default before or after giving effect thereto, Debt of the Borrower and the Guarantors not otherwise permitted pursuant to clauses (a) through (h) above in an aggregate principal amount not in excess of $50,000,000, provided that the aggregate outstanding principal amount Net Cash Proceeds of all any such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; be applied in accordance with Section 2.05(b)(iii) (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amountif applicable).

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (other than i) Debt of a type described in parts hereunder; (fii) Debt under the Loan Documents or under the $250,000,000 Credit Agreement (gand the Loan Documents referred to and as defined therein); (iii) Debt secured by Liens permitted by clause (v) of the definition of "Permitted Lien"; (iv) the Debt listed on Schedule IV, provided that such term in Annex X) except Debt may be renewed, extended or otherwise modified on terms no less favorable to the Borrower or its Subsidiaries or the Banks than the existing terms of such Debt; (iv) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly not otherwise permitted by this Agreement or any Section 5.02(c) incurred by the Borrower and/or its Subsidiaries (other Related Document, (iithan the Intercompany Creditor) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement acquisition of negotiable instruments for deposit any Facility (or collection the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, so long as such acquisition satisfies all the conditions precedent set forth in Section 5.02(f)(i) or (ii), as the ordinary course of business, (v) unsecured Debt arising out of the Credit Facility, case may be; (vi) existing convertible Subordinated Debt described on Schedule 4.03(kincurred by the Borrower or any Subsidiary of the Borrower (other than the Intercompany Creditor) in connection with the acquisition of a Facility (or the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, provided that the holder of any such Debt shall have executed and delivered a Subordination Agreement to the Agent; (vii) Debt incurred Subordinated Debt, whether convertible or assumed for the purpose not, in an aggregate principal amount not in excess of financing all or any part of such Originator's cost of acquiring any fixed asset $150,000,000; provided that the aggregate outstanding principal amount Agent and the Majority Banks shall have approved in writing prior to the issuance thereof the terms and conditions relating to the issuance of all such Debt for Subordinated Debt, including the terms of any and all Originator's combined shall not exceed $1,000,000 at any one time; indenture executed in connection therewith; (viii) any other unsecured Debt, non-recourse Intercompany Debt and Capital Lease or Debt permitted under the terms of Section 5.02(i) or 5.02(o); (ix) Contingent Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that permitted under Section 5.02(d); (x) Debt under any interest rate, currency or other protection, hedge, cap, collar, swap or similar agreement entered into by the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of Borrower with any of the Banks or their respective Affiliates from time to time; and (xi) unsecured Senior Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the in an aggregate principal amount thereof not in excess of $50,000,000 incurred by the Borrower or any of its Subsidiaries (other than the Intercompany Creditor) to add accrued interestfund any Existing Clinic Acquisition or the acquisition of any Facility (or the assets thereof) or any Related Business; provided, fees however, that such unsecured Senior Debt contains terms and conditions, including, without limitation, interest rates, covenants and defaults, no greater or related expenses to more restrictive, as the case may be, than those contained herein; provided, further, that there can be no principal repayments of such principal amount)unsecured Senior Debt until one year after the Revolver Termination Date.

Debt. No Originator shall Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt other than: (i) in the case of the Borrowers, (A) Subordinated Debt evidenced by the Senior Subordinated Notes and any other Subordinated Debt incurred or issued after the Closing Date; provided that (w) the terms of any such Subordinated Debt, and of any Subordinated Debt Document entered into or issued in connection therewith, are not prohibited by the Loan Documents, (x) the terms relating to subordination of such Subordinated Debt are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of the Senior Subordinated Notes, (y) the covenants and defaults, taken as a whole, applicable to such Subordinated Debt are no more restrictive than those contained in the Senior Subordinated Note Indenture and (z) such Subordinated Debt has no scheduled principal payments prior to August 1, 2012; and provided further that the U.S. Borrower shall apply the Net Cash Proceeds of any Subordinated Debt incurred or issued after the Closing Date as a mandatory prepayment of the Advances in accordance with Section 2.06(b)(ii), (B) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice, and (C) Debt consisting of an undertaking by the U.S. Borrower to guaranty the obligations of the Mexican Subsidiary with respect to Debt in an aggregate principal amount not to exceed $25,000,000; (ii) in the case of any of its Restricted Subsidiaries, (A) Debt owed to the Borrowers or to a Restricted Subsidiary of the Borrowers, (B) in the case of the Mexican Subsidiary only, Debt in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, and (C) in the case of Subsidiary Guarantors only, guaranty Obligations in respect of the Senior Subordinated Notes and any other Subordinated Debt of the Borrowers; provided that such guaranty Obligations are unsecured and subordinated on the same terms as the Obligations of the U.S. Borrower in respect of the Senior Subordinated Notes are subordinated; and (iii) in the case of the Borrowers and any of their Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount equal to $50,000,000 at any time outstanding, (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a type described result of or in parts connection with such extension, refunding or refinancing, (fD) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary of either Borrower in accordance with the provisions of Section 5.02(e)(viii) or (gxiii); provided that (x) such Debt was not incurred in contemplation of such merger, consolidation or investment, (y) neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt and (z) the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $150,000,000 in the definition of such term in Annex Xaggregate at any time outstanding, (E) except (i) Debt of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) deferred taxes, (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable law, (iv) endorser liability in connection with the endorsement indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (F) Debt incurred in connection with an Investment made pursuant to Section 5.02(e)(viii); provided that the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (D) of this Section 5.02(b)(iii), in no event exceed $150,000,000 in the aggregate at any time outstanding, (G) Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries, (H) Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (vI) unsecured other Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the outstanding in an aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not to exceed $1,000,000 125,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%, and (ix) any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not have the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such principal amount)outstanding.

Debt. No Originator shall The Borrower and each Guarantor will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume incur or permit suffer to exist any Debt (direct, indirect, fixed or contingent liability for any Debt, other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt of such Originator the obligations pursuant to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, the Credit Documents; (ii) deferred taxes, the Debt described on Schedule VII; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent permitted under applicable lawintercompany Debt, (iv) endorser liability additional Debt of the Guarantors and the Borrower’s and the Guarantor’s Subsidiaries incurred in connection with Capitalized Lease Obligations; provided, however, the endorsement aggregate of negotiable instruments for deposit or collection in the ordinary course of business, (v) unsecured all Debt arising out of the Credit Facility, Guarantors and all such Subsidiaries under this clause (vi) existing Debt described on Schedule 4.03(kiv), (vii) Debt incurred whether secured or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall unsecured, must not exceed $1,000,000 45,000,000 in the aggregate at any one time; (viiiv) Debt incurred in connection with Sale-Leaseback Transactions otherwise permitted to be consummated in accordance with Section 7.03(c) of this Agreement; and (vi) to the extent incurred after the Effective Date, any other Debt for borrowed money not otherwise permitted above; provided, that (a) the aggregate principal amount of (I) unsecured Debt, non-recourse (II) secured Subordinated Debt or (III) Debt secured on a junior lien basis with the Advances and Capital Lease Obligations other Obligations, incurred in reliance upon this clause (all such unsecured vi), together with any Permitted Refinancing Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does shall not exceed $10,000,000 500,000,000 (plus such additional amounts as constituting unsecured Permitted Refinancing Debt of any Debt evidenced by the 2023 Notes Indenture and\or the 2024 Notes Indenture) at any one time during the term of this Agreement, (b) any Debt that is intended to be Subordinated Debt shall be subject to a Subordination Agreement, (c) any unsubordinated Debt that is intended to be secured on a pari-passu or junior lien basis with the Advances and other Obligations shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (yd) both before and after giving effect to the incurrence of any New such Debt, no Default or event which, with the giving of notice, the lapse of time or both, would constitute a Default shall have occurred and be continuing or would result therefrom, (e) both before and after giving effect to the incurrence of such Debt, the ratio Loan Parties are in compliance with Section 7.01(c), (expressed as a percentage) of (1f) the total consolidated Debt Total Commitments are permanently reduced and (including without limitation New Debt) to the extent of Cone ▇▇▇▇▇ and its Subsidiaries to (2any outstanding Advances in excess of the then effective principal amount of the Total Commitments) the sum amount of outstanding Advances in excess of the total consolidated Debt (including without limitation New Debt) then effective principal amount of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth Total Commitments is repaid, in each case, in accordance with the provisions of Cone ▇▇▇▇▇ and its Subsidiaries shall not exceed 65%Section 2.05(b), and (ixg) any refinancings, amendments or modifications of any of the Debt permitted incurred pursuant to this clause (vi) (1) shall have a scheduled maturity no earlier than the date that is 91 days after the Stated Termination Date, (2) except for (I) customary asset sale, excess cash flow and change of control redemption or offer to purchase provisions and (viiII) above which does not have amortization no greater than 5% per annum of the effect of increasing the principal amount thereof (other than to add accrued interest, fees or related expenses to such original aggregate principal amount), shall have no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) prior to the date that is 91 days after the Stated Termination Date and (3) if constituting convertible Debt, no portion of such Debt shall be redeemable for cash prior to the date that is 91 days after the Stated Termination Date.