Common use of Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents Clause in Contracts

Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents. The Borrower will not, and will not permit any of the Borrower’s Subsidiaries to, prior to the date that is 180 days after the date in clause (a) of the definition of “Maturity Date”: (a) call, make or offer to make any optional or voluntary Redemption of, or otherwise optionally or voluntarily Redeem (whether in whole or in part), any Permitted Second Lien Debt; provided, that the Borrower may voluntarily US 3471823v.16 Redeem Permitted Second Lien Debt (i) in connection with a refinancing thereof permitted under the Intercreditor Agreement, (ii) with cash proceeds of an offering of Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) with cash proceeds from a sale of any Property that does not contain proved reserves constituting a portion of the Borrowing Base or (iv) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Senior Notes, so long as, in the case of the foregoing clauses (ii), (iii) and (iv), no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously with, and in any event within three (3) Business Days following, the receipt of proceeds or confirmation of exchange, as applicable, in respect of such Redemption or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to any of the terms of the Permitted Second Lien Debt Documents other than amendments or other modifications that are permitted under the Intercreditor Agreement.

Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents. The Borrower will not, and will not permit any of the Borrower’s Subsidiaries other Loan Party to, prior to the date that is 180 days after the date in clause (a) of the definition of “Maturity Date”: : (ai) call, make or offer to make any optional or voluntary Redemption of, of or otherwise optionally or voluntarily Redeem (whether in whole or in part), ) any Permitted Second Lien Debt; provided, that except that, so long as no Default exists, the Borrower may voluntarily US 3471823v.16 Redeem may, substantially contemporaneously with its receipt of any cash proceeds from (A) any issuance of Permitted Senior Unsecured Notes, (B) any incurrence of Permitted Second Lien Debt or (iC) in connection with a refinancing thereof permitted under the Intercreditor Agreement, (ii) with cash proceeds of an offering any sale of Equity Interests in the Borrower (other than Disqualified Capital Stock) ), prepay or otherwise Redeem Permitted Second Lien Debt in an amount equal to the amount of the Parent, (iii) with net cash proceeds from a of such issuance of Permitted Senior Unsecured Notes, such incurrence of Permitted Second Lien Debt or such sale of any Property that does not contain proved reserves constituting a portion Equity Interests of the Borrowing Base or (iv) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Senior Notes, so long as, in the case of the foregoing clauses Borrower; and (ii), (iii) and (iv), no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously with, and in any event within three (3) Business Days following, the receipt of proceeds or confirmation of exchange, as applicable, in respect of such Redemption or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to to, any of the terms of the Permitted Second Lien Debt Documents (except to the extent a new issuance of Permitted Second Lien Debt, the proceeds of which were used to Redeem existing Permitted Second Lien Debt or Permitted Senior Unsecured Notes pursuant to the foregoing clause (i), would be permitted to have such terms as so amended, modified, waived or otherwise changed) if the effect thereof would be to (A) shorten its maturity or average life, (B) increase the amount of any payment of principal thereof, (C) increase the rate or shorten any period for payment of interest thereon, (D) modify or amend any financial covenant such that the resulting financial covenant is not contained in Section 9.01 (or incorporated herein by reference) or is more restrictive as to the Borrower than any financial covenant contained in Section 9.01 (or incorporated herein by reference) without this Agreement being contemporaneously amended to amend or add a similar provision, (E) modify or amend any other covenant or event of default such that the resulting covenants and events of default in respect thereof, taken as a whole, are more restrictive with respect to the Loan Parties than amendments the covenants and Events of Default in this Agreement without this Agreement being contemporaneously amended to amend or other modifications that are permitted under add a similar provision (as determined in good faith by senior management of the Borrower), or (F) otherwise violate or conflict with the terms of the Intercreditor Agreement.

Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents. The Borrower Parent will not, and will not permit any of the BorrowerParent’s Subsidiaries to, prior to the date that is 180 days after the date in clause (a) of the definition of “Maturity Date”: (a) call, make or offer to make any optional or voluntary Redemption of, or otherwise optionally or voluntarily Redeem (whether in whole or in part), any Permitted Second Lien Debt; provided, that the Borrower and/or Parent may voluntarily US 3471823v.16 Redeem (including pursuant to an exchange) Permitted Second Lien Debt (i) in connection with a refinancing thereof the proceeds of any Permitted Refinancing Debt permitted under the Intercreditor AgreementAgreement (including the exchange of the Exchange Notes due 2021 for such Permitted Second Lien Debt in whole or in part), (ii) with cash proceeds of an offering of of, Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) with cash proceeds from a sale of any Property other than (A) a sale of any Property that does not contain contains proved reserves constituting or (B) a portion sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposition of the Borrowing Base or any Swap Agreement, (iv) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Senior NotesPermitted Second Lien Debt, so long as, in the case of the foregoing clauses (ii), (iii) and (iv), no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously with, and in any event within three (3) Business Days following, the receipt of proceeds or confirmation of exchange, as applicable, in respect of such Redemption or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to any of the terms of the Permitted Second Lien Debt Documents other than amendments or other modifications that are permitted under the Intercreditor Agreement.

Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents. The Borrower Parent will not, and will not permit any of the BorrowerParent’s Subsidiaries to, prior to the date that is 180 days after the date in clause (a) of the definition of “Maturity Date”: (a) call, make or offer to make any optional or voluntary Redemption of, or otherwise optionally or voluntarily Redeem (whether in whole or in part), any Permitted Second Lien Debt; provided, that the Borrower and/or Parent may voluntarily US 3471823v.16 Redeem Permitted Second Lien Debt (i) in connection with a refinancing thereof the proceeds of any Permitted Refinancing Debt permitted under the Intercreditor Agreement, (ii) with cash proceeds of an offering of Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) with cash proceeds from a sale of any Property other than (A) a sale of any Property that does not contain contains proved reserves constituting 11 or (B) a portion sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposition of the Borrowing Base or any Swap Agreement (iv) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Senior NotesPermitted Second Lien Debt, so long as, in the case of the foregoing clauses (ii), (iii) and (iv), no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously with, and in any event within three (3) Business Days following, the receipt of proceeds or confirmation of exchange, as applicable, in respect of such Redemption or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to any of the terms of the Permitted Second Lien Debt Documents other than amendments or other modifications that are permitted under the Intercreditor Agreement.

Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents. The Borrower will not, and will not permit any of the Borrower’s Subsidiaries other Loan Party to, prior to the date that is 180 days after the date in clause (a) of the definition of “Maturity Date”: : (ai) call, make or offer to make any optional or voluntary Redemption of, of or otherwise optionally or voluntarily Redeem (whether in whole or in part), ) any Permitted Second Lien Debt; provided, that except that, so long as no Default exists, the Borrower may voluntarily US 3471823v.16 Redeem may, substantially contemporaneously with its receipt of any cash proceeds from (A) any issuance of Permitted Senior Unsecured Notes, (B) any incurrence of Permitted Second Lien Debt or (iC) in connection with a refinancing thereof permitted under the Intercreditor Agreement, (ii) with cash proceeds of an offering any sale of Equity Interests in the Borrower (other than Disqualified Capital Stock) ), prepay or otherwise Redeem Permitted Second Lien Debt in an amount equal to the amount of the Parent, (iii) with net cash proceeds from a of such issuance of Permitted Senior Unsecured Notes, such incurrence of Permitted Second Lien Debt or such sale of any Property that does not contain proved reserves constituting a portion Equity Interests of the Borrowing Base or (iv) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Senior Notes, so long as, in the case of the foregoing clauses Borrower; and (ii), (iii) and (iv), no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously with, and in any event within three (3) Business Days following, the receipt of proceeds or confirmation of exchange, as applicable, in respect of such Redemption or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to to, any of the terms of the Permitted Second Lien Debt Documents (except to the extent a new issuance of Permitted Second Lien Debt, the proceeds of which were used to Redeem existing Permitted Second Lien Debt or Permitted Senior Unsecured Notes pursuant to the foregoing clause (i), would be permitted to have such terms as so amended, modified, waived or otherwise changed) if the effect thereof would be to (A) shorten its maturity or average life, (B) increase the amount of any payment of principal thereof, (C) increase the rate or shorten any period for payment of interest thereon, (D) modify or amend any financial covenant such that the resulting financial covenant is not contained in Section 9.01 (or incorporated herein by reference) or is more restrictive as to the Borrower than any financial covenant contained in Section 9.01 (or incorporated herein by reference) without this Agreement being contemporaneously amended to amend or add a similar provision, (E) modify or amend any other covenant or event of default such that the resulting covenants and events of default in respect thereof, taken as a whole, are more restrictive with respect to the Loan Parties than amendments the covenants and Events of Default in this Agreement without this Agreement being contemporaneously amended to amend or other modifications that are permitted under add a similar provision (as determined in good faith by senior management of the Borrower), or (F) otherwise violate or conflict with the terms of the Intercreditor Agreement.

Repayment of Permitted Second Lien Debt; Amendment of Terms of Permitted Second Lien Debt Documents. The Borrower Parent will not, and will not permit any of the BorrowerParent’s Subsidiaries to, prior to the date that is 180 days after the date in clause (a) of the definition of “Maturity Date”: (a) call, make or offer to make any optional or voluntary Redemption of, or otherwise optionally or voluntarily Redeem (whether in whole or in part), any Permitted Second Lien Debt; provided, that the Borrower and/or Parent may voluntarily US 3471823v.16 Redeem Permitted Second Lien Debt (i) in connection with a refinancing thereof the proceeds of any Permitted Refinancing Debt permitted under the Intercreditor Agreement, (ii) with cash proceeds of an offering of Equity Interests (other than Disqualified Capital Stock) of the Parent, (iii) with cash proceeds from a sale of any Property other than (A) a sale of any Property that does not contain contains proved reserves constituting or (B) a portion sale, assignment, monetization, transfer, cancellation, termination, unwinding or other disposition of the Borrowing Base or any Swap Agreement (iv) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Parent in exchange for all or a portion of the Senior NotesPermitted Second Lien Debt, so long as, in the case of the foregoing clauses (ii), (iii) and (iv), no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously with, and in any event within three (3) Business Days following, the receipt of proceeds or confirmation of exchange, as applicable, in respect of such Redemption or (b) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to any of the terms of the Permitted Second Lien Debt Documents other than amendments or other modifications that are permitted under the Intercreditor Agreement.