Common use of Future Indebtedness Clause in Contracts

Future Indebtedness. Without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld, conditioned or delayed, CanArgo Energy Corporation will not incur any Indebtedness after the date of the Note Purchase Agreement other than: (a) Indebtedness outstanding under the Notes; (b) any additional unsecured Indebtedness, the aggregate amount outstanding thereunder at any time shall not exceed US$1,250,000; (c) unsecured Indebtedness of CanArgo Energy Corporation to another CanArgo Group Member or unsecured Indebtedness of a CanArgo Group Member or direct or indirect Subsidiary of CanArgo Energy Corporation to another CanArgo Group Member; and (d) Indebtedness of a CanArgo Group Member to a direct or indirect Subsidiary of CanArgo Energy Corporation that is not a Material Subsidiary, provided that the aggregate amount outstanding thereunder at any time shall not exceed US$1,000,000. In considering whether to give its consent to any future Indebtedness, the Required Holders shall be entitled to take into consideration, inter alia, the potential effects of any such proposed Indebtedness upon the financial condition and wherewithal of CanArgo Energy Corporation and/or upon their rights under the Loan Documents, and any decision by the Required Holders to withhold their consent to any such proposed future Indebtedness shall be final and binding absent a showing of manifest bad faith.

Future Indebtedness. Without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld, conditioned or delayed, CanArgo Energy Corporation The Company will not incur any Indebtedness after the date of the Note Purchase this Agreement other than: than (a) Indebtedness outstanding under the Senior Secured Notes; , the aggregate amount outstanding thereunder at any time shall not exceed $27,000,000, (b) Indebtedness outstanding under the Notes, (c) any additional unsecured Indebtedness, the aggregate amount outstanding thereunder at any time shall not exceed US$1,250,000; 2,500,000, (cd) unsecured Indebtedness of CanArgo Energy Corporation the Company to another CanArgo Group Member Member, or (e) unsecured Indebtedness of a CanArgo Group Member or direct or indirect Subsidiary of CanArgo Energy Corporation the Company to another CanArgo Group Member; and Member except as provided in Section 12.12, (df) Indebtedness of a CanArgo Group Member to a direct or indirect Subsidiary of CanArgo Energy Corporation the Company that is not a Material Subsidiary, Subsidiary provided that the aggregate amount outstanding thereunder at any time shall not exceed US$1,000,0001,500,000, and (g) Indebtedness of the Company or a CanArgo Group Member to BN Munai LLP or a Subsidiary of BN Munai LLP. In considering whether to give its consent to any future Indebtedness, the Required Holders shall be entitled to take into consideration, inter alia, the potential effects of any such proposed Indebtedness upon the financial condition and wherewithal of CanArgo Energy Corporation the Company and/or upon their rights under the Loan Documents, and any decision by the Required Holders to withhold their consent to any such proposed future Indebtedness shall be final and binding absent a showing of manifest bad faith.