Reduction of Borrowing Base Upon Issuance of Permitted Debt. Notwithstanding anything to the contrary contained herein, if the Borrower or a Restricted Subsidiary incurs any Indebtedness under Section 6.2(k) (or any Permitted Refinancing Debt in reliance on Section 6.2(l) in a principal amount in excess of the aggregate principal amount of Senior Notes or the Permitted Debt refinanced with such Permitted Refinancing Debt (provided that such excess is permitted under Section 6.2(k))) during the period between Scheduled Redetermination dates (or, in the case of any such event occurring prior to October 1, 2019, the period from the Effective Date to October 1, 2019) (and not otherwise in conjunction with an Interim Redetermination), then on the date on which such Indebtedness is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the lesser of (i) 0.25 multiplied by the amount of such Indebtedness (or the amount of such excess, in the case of Permitted Refinancing Debt) and (ii) such other amount, if any, determined by the Required Lenders in their sole discretion prior to the issuance of such Indebtedness, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such incurrence, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or adjustment of the Borrowing Base pursuant to this Agreement; provided that if any of the proceeds of such Indebtedness are used concurrently with (but in any event within five (5) Business Days of) the incurrence of such Indebtedness to Redeem any of the Preferred Stock in accordance with Section 6.8, any reduction in the Borrowing Base otherwise required pursuant to this Section 2.4(f) shall apply only to the principal amount of such Indebtedness incurred in excess of the amount of the proceeds used to Redeem Preferred Stock. Upon any such redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Lenders. For purposes of this Section 2.4(f), if any such Indebtedness 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.
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Reduction of Borrowing Base Upon Issuance of Permitted Debt. Notwithstanding anything to the contrary contained herein, if the Borrower or a Restricted Subsidiary incurs any Indebtedness Debt under Section 6.2(k9.02(k) (or any Permitted Refinancing Debt in reliance on Section 6.2(l9.02(l) in a principal amount (x) with respect to any such incurrence of Permitted Refinancing Debt in reliance on Section 9.02(l) occurring on or prior to the Scheduled Redetermination Date for the Scheduled Redetermination scheduled to occur on or about May 1, 2024, that exceeds the sum of (i) the aggregate principal amount of 2025 Senior Notes refinanced with Permitted Refinancing Debt plus (ii) $450,000,000 (provided that such excess is permitted under Section 9.02(k)) and (y) with respect to any such incurrence of Permitted Refinancing Debt in reliance on Section 9.02(l) occurring after the Scheduled Redetermination Date for the Scheduled Redetermination scheduled to occur on or about May 1, 2024, in excess of the then outstanding aggregate principal amount of Senior Notes or the Permitted Debt refinanced with such Permitted Refinancing Debt (provided that such excess is permitted under Section 6.2(k9.02(k))) during the period between Scheduled Redetermination dates Dates (or, or in the case of any such event occurring prior to October the Scheduled Redetermination Date for the Scheduled Redetermination scheduled to occur on or about May 1, 20192024, the period from the Eleventh Amendment Effective Date to October the Scheduled Redetermination Date for the Scheduled Redetermination scheduled to occur on or about May 1, 20192024) (and not otherwise in conjunction with an Interim Redetermination), then on the date on which such Indebtedness Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the lesser of (i) 0.25 multiplied by the amount of such Indebtedness Debt (or the amount of such excessor, in the case of Permitted Refinancing DebtDebt incurred in reliance on Section 9.02(l) on or prior to the Scheduled Redetermination Date for the Scheduled Redetermination scheduled to occur on or about May 1, 2024, the amount of such Permitted Refinancing Debt that exceeds of the sum of (A) the aggregate principal amount of 2025 Senior Notes refinanced with Permitted Refinancing Debt plus (B) $450,000,000) and (ii) such other amount, if any, determined by the Required Lenders Banks in their sole discretion prior to the issuance of such IndebtednessDebt, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such incurrence, effective and applicable to the Borrower, the AgentsAdministrative Agent, each Issuing Bank and the Lenders Banks on such date until the next redetermination or adjustment of the Borrowing Base pursuant to this Agreement; provided that if any of the proceeds of such Indebtedness are used concurrently with (but in any event within five (5) Business Days of) the incurrence of such Indebtedness to Redeem any of the Preferred Stock in accordance with Section 6.8, any reduction in the Borrowing Base otherwise required pursuant to this Section 2.4(f) shall apply only to the principal amount of such Indebtedness incurred in excess of the amount of the proceeds used to Redeem Preferred Stock. Upon any such redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the LendersBanks. For purposes of this Section 2.4(f2.07(f), if any such Indebtedness 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.
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Reduction of Borrowing Base Upon Issuance of Permitted Debt. Notwithstanding anything to the contrary contained herein, if the Borrower or a Restricted Subsidiary incurs any Indebtedness under Section 6.2(k) (or any Permitted Refinancing Debt in reliance on Section 6.2(l) in a principal amount in excess of the aggregate principal amount of Senior Notes or the Permitted Debt refinanced with such Permitted Refinancing Debt (provided that such excess is permitted under Section 6.2(k))) during the period between Scheduled Redetermination dates (or, in the case of any such event occurring prior to October November 1, 20192018, the period from the Effective Date to October November 1, 20192018) (and not otherwise in conjunction with an Interim Redetermination), then on the date on which such Indebtedness is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the lesser of (ia) 0.25 multiplied by (i) the amount of such Indebtedness Debt (or the amount of such excess, in the case of Permitted Refinancing Debt) and (iib) such other amount, if any, determined by the Required Lenders in their sole discretion prior to the issuance of such Indebtedness, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such incurrence, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or adjustment of the Borrowing Base pursuant to this Agreement; provided that if any of the proceeds of such Indebtedness are used concurrently with (but in any event within five (5) Business Days of) the incurrence of such Indebtedness to Redeem any of the Preferred Stock in accordance with Section 6.8, any reduction in the Borrowing Base otherwise required pursuant to this Section 2.4(f) shall apply only to the principal amount of such Indebtedness incurred in excess of the amount of the proceeds used to Redeem Preferred Stock. Upon any such redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Lenders. For purposes of this Section 2.4(f), if any such Indebtedness 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.
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Samples: Credit Agreement (Comstock Oil & Gas Investments, LLC)
Reduction of Borrowing Base Upon Issuance of Permitted Debt. Notwithstanding anything to the contrary contained herein, if the Borrower or a Restricted Subsidiary incurs any Indebtedness Debt under Section 6.2(k9.02(k) (or any Permitted Refinancing Debt in reliance on Section 6.2(l9.02(l) in a principal amount in excess of the then outstanding aggregate principal amount of Senior Notes or the Permitted Debt refinanced with such Permitted Refinancing Debt (provided that such excess is permitted under Section 6.2(k9.02(k))) during the period between Scheduled Redetermination dates (or, in the case of any such event occurring prior to October April 1, 20192023, the period from the Effective Date to October April 1, 20192023) (and not otherwise in conjunction with an Interim Redetermination), then on the date on which such Indebtedness Debt is issued, the Borrowing Base then in effect shall be reduced by an amount equal to the lesser of (i) 0.25 multiplied by the amount of such Indebtedness Debt (or the amount of such excess, in the case of Permitted Refinancing Debt) and (ii) such other amount, if any, determined by the Required Lenders in their sole discretion prior to the issuance of such IndebtednessDebt, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such incurrence, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or adjustment of the Borrowing Base pursuant to this Agreement; provided that if any of the proceeds of such Indebtedness Debt are used concurrently with (but in any event within five (5) Business Days of) the incurrence of such Indebtedness Debt to Redeem any of the Preferred Stock in accordance with Section 6.89.08, any reduction in the Borrowing Base otherwise required pursuant to this Section 2.4(f2.07(f) shall apply only to the principal amount of such Indebtedness Debt incurred in excess of the amount of the proceeds used to Redeem Preferred Stock. Upon any such redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Lenders. For purposes of this Section 2.4(f2.07(f), if any such Indebtedness 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.
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