Common use of Redemption of Senior Notes Clause in Contracts

Redemption of Senior Notes. (i) The Borrower will not, and will not permit any Subsidiary to, prior to the date that is ninety-one (91) days after the Maturity Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Senior Notes or any Permitted Refinancing Debt in respect thereof except (A) with the proceeds of (1) to the extent permitted to be incurred pursuant to Section 9.02(i), Second Lien Loans or (2) to the extent permitted by Section 9.08 at such time, Loans in a principal amount not to exceed the then-existing Available Senior Notes Redemption Amount, in the case of both clauses (1) and (2), only to the extent that such Redemption price does not exceed the Maximum Redemption Price and (B) with the proceeds of Permitted Refinancing Debt. (ii) Notwithstanding anything herein or in any Loan Document to the contrary, to the extent the Borrower or any of its Subsidiaries owns or acquires any Debt issued or incurred by the Borrower or such Subsidiary (including any Senior Notes) that is not immediately cancelled, repaid or otherwise terminated, (A) the Borrower will not, and will not permit any Subsidiary to, issue, reissue, assign or otherwise transfer such Debt to any Person and (B) the Borrower will, and will cause its Subsidiaries to, promptly (and in any event within 15 days or such later date as the Administrative Agent may agree to in its sole discretion) after the acquisition thereof, pledge, collaterally assign and grant a valid and perfected first-priority Lien thereon to the Administrative Agent pursuant to Security Instruments satisfactory to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Legacy Reserves Inc.)

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Redemption of Senior Notes. (i) The Borrower will not, and will not permit any Subsidiary to, prior to the date that is ninety-one (91) days after the Maturity Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Senior Notes or any Permitted Refinancing Debt in respect thereof except (A) with for redemptions using the proceeds of (1) to the extent permitted Loans on terms to be incurred pursuant to Section 9.02(i)approved by the Borrower and GSO (or, Second Lien if at any time GSO and its managed, advised or sub-advised funds hold no Loans hereunder, the Majority Lenders) or (2) to the extent permitted by Section 9.08 at such time, Loans in connection with a principal amount not to exceed the then-existing Available Senior Notes Redemption Amount, in the case of both clauses (1) and (2), only to the extent that such Redemption price does not exceed the Maximum Redemption Price and (B) with the proceeds of Permitted Refinancing DebtRefinancing. (ii) Notwithstanding anything herein or in any Loan Document to the contrary, to the extent the Borrower or any of its Subsidiaries owns on the Effective Date or acquires any Debt issued or incurred by the Borrower or such Subsidiary (including any Senior Notes) that is not immediately cancelled, repaid or otherwise terminated, (A) the Borrower will not, and will not permit any Subsidiary to, issue, reissue, assign or otherwise transfer such Debt to any Person and (B) the Borrower will, and will cause its Subsidiaries to, promptly (and in any event within 15 days or such later date as the Administrative Agent may agree to in its sole discretion) after the acquisition thereof, pledge, collaterally assign and grant a valid and perfected first-priority Lien thereon to the Administrative Agent pursuant to Security Instruments satisfactory to and within the Administrative Agenttime periods required under the Term Loan Documents.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Legacy Reserves Inc.), Term Loan Credit Agreement (Legacy Reserves Lp)

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