Common use of Adjustment for Debt Incurrence Clause in Contracts

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt or Debt permitted under Section 9.02(f) (other than any such (i) unsecured Debt incurred after the Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of Permitted Refinancing Debt in respect of any Debt except with respect to any portion of the face principal amount of such Permitted Refinancing Debt which exceeds the principal amount of refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt consisting of or Debt related to the senior notes permitted under Section 9.02(f) (other than any such (i) unsecured Debt incurred after the Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Swingline Lender, the Issuing Bank Banks and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt consisting of senior notes issued pursuant to Section 9.02(f) (or Guarantee thereof) is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of other Permitted Refinancing Debt in respect of any Debt Unsecured Notes pursuant to Section 9.02(g) to refinance outstanding unsecured notes except with respect to any portion of the face principal amount of such Permitted Refinancing refinancing Debt which exceeds the principal amount of such refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt or Debt permitted under Section 9.02(f) (other than any such (i) unsecured Debt incurred after the Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 500,000,000 and (iv) such amounts constituting Permitted Refinancing Debt) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of Permitted Refinancing Debt in respect of any Debt except with respect to any portion of the face principal amount of such Permitted Refinancing Debt which exceeds the principal amount of refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt or Debt permitted under Section 9.02(f) (other than any such (i) any such unsecured Debt incurred on or after the Fifth Amendment Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt or Debt permitted under Section 9.02(f) is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of Permitted Refinancing Debt in respect of any Debt except with respect to any portion of the face principal amount of such Permitted Refinancing Debt which exceeds the principal amount of refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Permitted Additional Debt or Debt permitted under Section 9.02(f) (other than (x) any such Specified Acquisitions Additional Indebtedness and (iy) unsecured Debt incurred any Fifth Amendment Acquisition Additional Indebtedness) during any period after the Second Amendment Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt) during the period between Scheduled RedeterminationsDate, then (i) if (A) the aggregate principal amount of all Permitted Additional Debt incurred from and after the Effective Date (which, for the avoidance of doubt, excludes the 7.50% Senior Notes and the 5.00% Senior Notes) exceeds $500,000,000 and (B) the Borrower’s Leverage Ratio, calculated on a pro forma basis after giving effect to such incurrence and any concurrent repayment of Debt (as permitted by this Agreement), would be less than or equal to 1.50 to 1.00, then on the date on which of such Debt is issuedincurrence, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debtthe aggregate Permitted Additional Debt (other than the 7.50% Senior Notes and the 5.00% Senior Notes) in excess of $500,000,000, and or (ii) if the Borrower’s Leverage Ratio, calculated on a pro forma basis after giving effect to such incurrence and any concurrent repayment of Debt (as permitted by this Agreement), would be greater than 1.50 to 1.00, then on the date of such incurrence, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of the aggregate Permitted Additional Debt incurred or issued at such time. The Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuanceincurrence, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank Banks and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Permitted Additional Debt (or Guarantee thereof) is issued at a discount or otherwise sold for less than “par,” ”, the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of Permitted Refinancing pursuant to Section 9.02(g) that refinances outstanding Permitted Additional Debt except, subject to the limitations set forth in respect of any Debt except this Section 2.06(e), with respect to any portion of the face principal amount of such Permitted Refinancing Debt which exceeds the principal amount of such refinanced Permitted Additional Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Permitted Additional Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt consisting of or related to the Debt permitted under Section 9.02(f) (other than any such (i) unsecured Debt incurred after the Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank Banks and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt issued pursuant to Section 9.02(f) (or Guarantee thereof) is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of other Permitted Refinancing Additional Debt in respect of any pursuant to Section 9.02(g) to refinance outstanding Permitted Additional Debt except with respect to any portion of the face principal amount of such Permitted Refinancing refinancing Debt which exceeds the principal amount of such refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Permitted Additional Debt or Debt permitted under Section 9.02(f) (other than any such (iSpecified Acquisitions Additional Indebtedness) unsecured Debt incurred during any period after the Second Amendment Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt) during the period between Scheduled RedeterminationsDate, then (i) if (A) the aggregate principal amount of all Permitted Additional Debt incurred from and after the Effective Date (which, for the avoidance of doubt, excludes the 7.50% Senior Notes and the 5.00% Senior Notes) exceeds $500,000,000 and (B) the Borrower’s Leverage Ratio, calculated on a pro forma basis after giving effect to such incurrence and any concurrent repayment of Debt (as permitted by this Agreement), would be less than or equal to 1.50 to 1.00, then on the date on which of such Debt is issuedincurrence, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debtthe aggregate Permitted Additional Debt (other than the 7.50% Senior Notes and the 5.00% Senior Notes) in excess of $500,000,000, and or (ii) if the Borrower’s Leverage Ratio, calculated on a pro forma basis after giving effect to such incurrence and any concurrent repayment of Debt (as permitted by this Agreement), would be greater than 1.50 to 1.00, then on the date of such incurrence, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of the aggregate Permitted Additional Debt incurred or issued at such time. The Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuanceincurrence, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank Banks and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Permitted Additional Debt (or Guarantee thereof) is issued at a discount or otherwise sold for less than “par,” ”, the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of Permitted Refinancing pursuant to Section 9.02(g) that refinances outstanding Permitted Additional Debt except, subject to the limitations set forth in respect of any Debt except this Section 2.06(e), with respect to any portion of the face principal amount of such Permitted Refinancing Debt which exceeds the principal amount of such refinanced Permitted Additional Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Permitted Additional Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt consisting of or Debt related to the senior notes permitted under Section 9.02(f) (other than any such (i) unsecured Debt incurred after the Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt9.02(h) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt consisting of senior notes issued pursuant to Section 9.02(h) (or guaranty thereof) is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of other Permitted Refinancing Debt in respect of any Debt Unsecured Notes pursuant to Section 9.02(i) which is used to refinance outstanding unsecured notes except with respect to any portion of the face principal amount of such Permitted Refinancing refinancing Debt which exceeds the principal amount of such refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt or Debt permitted under Section 9.02(f) (other than any such (i) unsecured Debt incurred on or after the Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 and (iv) amounts constituting Permitted Refinancing Debt) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt or Debt permitted under Section 9.02(f) is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of Permitted Refinancing Debt in respect of any Debt except with respect to any portion of the face principal amount of such Permitted Refinancing Debt which exceeds the principal amount of refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).

Adjustment for Debt Incurrence. If any Credit Party assumes, issues or incurs any Junior Debt or Debt permitted under Section 9.02(f) (other than any such (i) unsecured Debt incurred after the Effective Date in an aggregate principal amount up to $500,000,000, (ii) up to $300,000,000 of 2025 Second Lien Notes, (iii) Exchange Notes in an aggregate principal amount up to $400,000,000 400,000,000, and (iviii) amounts constituting Permitted Refinancing Debt) during the period between Scheduled Redeterminations, then (i) on the date on which such Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, and (ii) the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 2.06(e), if any such Junior Debt is issued at a discount or otherwise sold for less than “par,” the reduction shall be calculated based upon the stated principal amount without reference to such discount. Notwithstanding the foregoing, no such reduction to the Borrowing Base shall be required with respect to any issuance of Permitted Refinancing Debt in respect of any Debt except with respect to any portion of the face principal amount of such Permitted Refinancing Debt which exceeds the principal amount of refinanced Debt (plus any accrued interest, fees, expenses and premiums of such refinanced Debt).