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 except for redemptions using the proceeds of the Loans on terms to be approved by the Borrower and GSO (or, if at any time GSO and its managed, advised or sub-advised funds hold no Loans hereunder, the Majority Lenders) or in connection with a Permitted Refinancing. (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, pledge, collaterally assign and grant a valid and perfected Lien thereon to the Administrative Agent pursuant to and within the time periods required under the Term Loan Documents.

Appears in 2 contracts

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

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 for redemptions using (A) with the proceeds of (1) to the Loans on terms extent permitted to be approved 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 Borrower then-existing Available Senior Notes Redemption Amount, in the case of both clauses (1) and GSO (or2), if at any time GSO only to the extent that such Redemption price does not exceed the Maximum Redemption Price and its managed, advised or sub-advised funds hold no Loans hereunder, (B) with the Majority Lenders) or in connection with a proceeds of Permitted RefinancingRefinancing Debt. (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 and within Security Instruments satisfactory to the time periods required under the Term Loan DocumentsAdministrative Agent.

Appears in 2 contracts

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