Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to another.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrowerany Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, Encumbrances and (c) the saleAsset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property (A) no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (c) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with the closing thereof; , and (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment Borrower or other dispositionapplicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrowersuch Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s or any other Credit Party’s Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and other personal property and fixtures which are that, the aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course case of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition assets consisting of Mineral Interests that are not Borrowing Base Properties so long as Interests, shall be the Recognized Value of such Mineral Interests are not necessary or useful and in the operation case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred or disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base Property. No salethen in effect (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination); provided, leasefurther, assignmentthat, transfer or other disposition of any Borrowing Base Property no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (b) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 3.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with (or at such other times as provided herein) therewith, (c) subject to the closing thereof; (B) no Event of Default has occurred which is continuing; terms and conditions set forth in this Agreement, including, without limitation, Section 9.14, any Permitted Exchange, and (Cd) no Borrowing Base Deficiency shall exist immediately after giving effect subject to the application terms and conditions set forth in this Agreement, including, without limitation, Section 6.1, transfers of the proceeds of such sale, lease, transfer, abandonment or other dispositionassets to another Credit Party. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary (direct or indirect) of Borrower, nor will Borrower any Credit Party (other than WPC) issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotheranother Credit Party.

Asset Dispositions. Borrower will notThe VL Group shall not permit an Asset Disposition of all or any part of their property or assets (whether presently held or subsequently acquired), nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant to the preceding sentencesales at fair market value, except for and, in such case, only if (a) at the sale in time of the ordinary course proposed Asset Disposition, there is no Default or Event of business Default hereunder and the proposed Asset Disposition will not cause such a Default or Event of Hydrocarbons produced from Borrower’s Mineral InterestsDefault, (b) the saleNet Proceeds of such Asset Disposition are dealt with in accordance with the provisions of Section 8.2, leaseand (c) the amount of (A) EBITDA generated during the preceding 12 months by the assets comprised in any such Asset Disposition, transferplus (B) the aggregate 12-month trailing EBITDA generated by all other assets comprised in all previous Asset Dispositions made during the Term (calculated as of the date of the applicable Asset Disposition), abandonment or other disposition does not exceed 15% of machinery, equipment and other personal property and fixtures which are the VL Group’s EBITDA for the 12 months ending on the last day of the month immediately preceding the date of the proposed Asset Disposition; provided that the VL Group shall be permitted to make (i) made in connection with a release, surrender or abandonment dispositions of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of inventory in the ordinary course of business, (ii) dispositions of machinery, equipment, spare parts and materials, appliances or vehicles, if same are no longer necessary or useful to the operation of the business or have become obsolete, worn out, surplus, damaged or unusable, as well as the non-material assets listed in Schedule “I” consisting of surplus real estate of the VL Group, which are excluded from the Security and not subject to any Charge thereunder, (iii) exchanges of assets between members of the VL Group that have provided unlimited Guarantees and Security to the Agent for the Lenders. In the event of any such permitted Asset Disposition to a Person other than a member of the VL Group, the Security on the assets so disposed of shall be discharged by the Agent without any requirement to obtain the consent of the Lenders. In addition, any member of the VL Group (other than VTL until it has provided Security on all of its assets) shall be permitted to dispose of Back-to-Back Preferred Shares in order to repay Back-to-Back Debt, and shall also be permitted to dispose of property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and (B) replaced by articles disposing of comparable suitability owned by any Credit Party, free and clear such Back-to-Back Preferred Shares or property as part of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment a Tax Benefit Transaction will not cause a Default or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (B) no an Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherDefault.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s 's Mineral Interests, (b) the saledisposition, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of Borrower's business, of equipment and related items that are obsolete or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrancesno longer useful in Borrower's business, and (c) provided no Default, Event of Default or Borrowing Base Deficiency exists or would result therefrom, the sale, lease, transfer, abandonment abandonment, exchange, reassignment or other disposition of Mineral Interests other assets; provided, that are (i) Borrower shall provide Administrative Agent with not Borrowing Base Properties so long as less than ten (10) Domestic Business Days notice of such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignmenttransfer, transfer abandonment, exchange, reassignment or other disposition pursuant to this clause (c), and (ii) the aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests as proposed by Administrative Agent and approved by (x) Required Banks and Required Lenders (as such term is defined in the Senior Term Credit Agreement) in the event any portion of the Senior Term Debt is then outstanding, and (y) Required Banks in the event the Senior Term Debt has been paid in full, and in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred, abandoned, exchanged, reassigned or otherwise disposed of pursuant to this clause (c) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base then in effect (for purposes of this clause (c) the Closing Date will be deemed to be a Scheduled Redetermination); provided, further that no sale, lease, transfer, abandonment, exchange, reassignment or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 clause (c) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignmenttransfer, transfer abandonment, exchange, reassignment or other disposition are made concurrently with the closing thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, or any other Credit Party sell, transfer or dispose of, or permit of any other Equity in any Restricted Subsidiary nor will any Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower or any Subsidiary the Credit Party which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement Closing Date or, in the case of Foreign Subsidiaries onlyfuture created or acquired Restricted Subsidiaries, issuances or sales any such issuance of Equity by one Foreign Subsidiary to anotheron the date of, and in connection with, the creation or acquisition of such Restricted Subsidiary.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Propertiesasset (including, except pursuant to Permitted Asset Sales. Borrower will notin each case, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose as a result of the designation of any assets Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.18) other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrowerany Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, (c) the sale of equity interest in Medallion (for the sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any or all of the assets of Medallion is not restricted by this Agreement), (d) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (d) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (cB) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10, (e) the Legacy Asset Disposition; provided that, each of the Legacy Asset Disposition Conditions have been satisfied, (f) the sale, lease, transfer, abandonment or other disposition use of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each Renewable Product (as defined in the Renewable Product Purchase Agreement) and (g) dispositions constituting Permitted Investments described in clause (g) of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing definition thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party (direct or indirect) other than an Unrestricted Subsidiary of Borroweran Unrestricted Subsidiary), nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, sell any capital stock in such Credit Party or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted EncumbrancesSpecified Asset Sales, and (c) the sale, lease, transfer, abandonment abandonment, exchange or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No other assets; provided, that, no sale, lease, assignmenttransfer, transfer abandonment, exchange or other disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (c) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the Borrowing Base Property then in effect shall be permitted pursuant to this Section 9.5 clause (c) unless each of the following conditions is satisfied: (Ai) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base and Conforming Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignmenttransfer, transfer abandonment, exchange or other disposition are made concurrently with the closing thereof; , (B) no Event of Default has occurred which is continuing; and (Civ) no Borrowing Base Deficiency shall will exist immediately after giving effect to the application of the proceeds consummation of such sale, lease, transfer, abandonment abandonment, exchange or other disposition. Except as provided in Schedule 3 disposition (or pursuant and application of the proceeds thereof to the exercise of options and rights listed on Schedule 3mandatory prepayments required by Section 2.6), in and (v) no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Equity in any Restricted Subsidiary nor will any Credit Party to issue, sell, transfer or dispose of, any capital stock or (other equity interest in any Subsidiary (direct or indirectthan Borrower) of Borrower, nor will Borrower issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower a Credit Party which is directly or any Subsidiary of Borrower that has provided indirectly wholly-owned by a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherCredit Party.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrowerany Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, Encumbrances and (c) the saleAsset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property (A) no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (c) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with the closing thereof; , (B) no Event Borrower or other applicable Credit Party shall within 30 days following the closing of Default has occurred which is continuing; each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10 and (C) no Borrowing Base Deficiency promptly after the consummation by any Credit Party of any Asset Disposition, Borrower shall exist immediately prepay the Loans to the extent necessary to comply with Section 10.1(d) on a pro forma basis after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other dispositionAsset Disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrowersuch Credit Party, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. The Borrower will shall not, nor will Borrower and shall not permit any other Credit Loan Party to, sell, transfer, lease, transfercontribute or otherwise convey, abandon or grant options, warrants or other rights with respect to, all or any substantial part of its assets (including accounts receivable and capital stock of or other ownership interests in Subsidiaries) to any Person (each such event, an "ASSET DISPOSITION"), unless the aggregate net book value of all such assets, together with the net book value of all other assets sold, transferred, leased, contributed or conveyed by any Loan Party pursuant to this SECTION 8.2.4 since the Effective Date, does not exceed the Permitted Percentage; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained herein, any Loan Party may (i) sell or otherwise dispose of assets as and to the extent necessary to comply with Requirements of Law; PROVIDED, HOWEVER, that if after giving effect to any Borrowing Base PropertiesAsset Dispositions required to be made under this CLAUSE (i) the aggregate net book value of sales made under this SECTION 8.2.4 would exceed the Permitted Percentage, except the Borrower shall make a prepayment of all Net Cash Proceeds therefrom pursuant to Permitted Asset Sales. Borrower will notSECTION 3.1.2(c), nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon (ii) sell or otherwise dispose of Cash Equivalent Investments, (iii) enter into the Ground Leases and (iv) transfer certain railcars or rights to railcars as part of the Transco Transaction; PROVIDED, FURTHER, that any assets other than Borrowing Base Properties Asset Disposition pursuant to the preceding sentenceCLAUSES (i), except for (aii), (iii) the sale and (iv) of this proviso shall not be included in the ordinary course calculation of business the aggregate net book value of Hydrocarbons produced from Borrower’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted assets sold pursuant to this Section 9.5 unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherSECTION 8.2.4.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interests, and (b) the sale, lease, transfer, abandonment, exchange or other disposition of other assets; provided, that, no sale, lease, transfer, abandonment, exchange or other disposition by Borrower or any of its Subsidiaries of Borrowing Base PropertiesProperties with an aggregate value (which, except in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the Borrowing Base then in effect shall be permitted pursuant to Permitted Asset Salesthis clause (b). In no event will Borrower sell, transfer or dispose of any Equity in any Restricted Subsidiary nor will any Credit Party (other than Borrower) issue or sell any Equity or any option, warrant or other right to acquire such Equity or security convertible into such Equity to any Person other than a Credit Party which is directly or indirectly wholly-owned by a Credit Party. For the avoidance of doubt, Borrower shall not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) Midway Loop Assets or the sale in Xxxxxx Assets without the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each prior written consent of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherMajority Banks.”

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interests, and (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and other personal property and fixtures which are (i) made in connection with a releasethat, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the no sale, lease, transfer, abandonment abandonment, exchange or other disposition by Borrower or any of Mineral Interests that are not its Subsidiaries of Borrowing Base Properties so long as with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests are not necessary or useful and, in the operation case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property then in effect shall be permitted pursuant to this Section 9.5 clause (b) unless each of the following conditions is satisfied: (Ai) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignmenttransfer, transfer abandonment, exchange or other disposition are made concurrently with the closing thereof; , (B) no Event of Default has occurred which is continuing; and (Civ) no Borrowing Base Deficiency shall will exist immediately after giving effect to the application of the proceeds consummation of such sale, lease, transfer, abandonment abandonment, exchange or other disposition. Except as provided in Schedule 3 disposition (or pursuant and application of the proceeds thereof to the exercise of options and rights listed on Schedule 3mandatory prepayments required by Section 2.6), in and (v) no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary (direct or indirect) of Borrower, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower or any Subsidiary the Credit Party which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.”

Asset Dispositions. Borrower The Credit Parties will not, nor will Borrower not permit any other Credit Party toto make any Asset Disposition (including, sellwithout limitation, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets Sale and Leaseback Transaction) other than Borrowing Base Properties pursuant to the preceding sentence, except for Excluded Asset Dispositions unless (a) the sale consideration paid in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interestsconnection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the saleterms of Section 8.13, lease, transfer, abandonment (c) such transaction does not involve the sale or other disposition of machinery, equipment and other personal property and fixtures which are (i) made a minority equity interest in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear (d) the aggregate net book value of all Liens except Permitted Encumbrances, of the assets sold or otherwise disposed of by the Credit Parties in all such transactions after the Closing Date shall not exceed $10,000,000 and (ce) no later than 5 days prior to such Asset Disposition, the sale, lease, transfer, abandonment or other disposition Agent and the Lenders shall have received a certificate of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each an Executive Officer of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such saleAsset Disposition, leaseand thereafter the Borrower shall, assignment, transfer or other disposition are made concurrently with within the closing thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect 6-month period beginning 3 months prior to the application of the proceeds consummation of such saleAsset Disposition (with respect to any such Asset Disposition, leasethe "Application Period"), transfer, abandonment or other disposition. Except as provided in Schedule 3 apply (or pursuant cause to be applied) an amount equal to the exercise Net Cash Proceeds of options and rights listed on Schedule 3)such Asset Disposition to (i) the purchase, in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement acquisition or, in the case of Foreign Subsidiaries onlyimprovements to real property, issuances construction of Eligible Assets or sales (ii) to the prepayment of Equity the Loans in accordance with the terms of Section 3.3(b)(iii). 76 Upon a sale of assets or the sale of Capital Stock of a Credit Party permitted by one Foreign Subsidiary this Section 8.5, the Agent shall (to anotherthe extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Credit Party from all of its obligations, if any, under the Credit Documents.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrowerany Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the salesale of equity interest in Medallion (for the sake of clarity, leaseuntil such time, transferif any, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in Medallion shall become a Subsidiary, the operation sale of any Borrowing Base Property. No saleor all of the assets of Medallion is not restricted by this Agreement) and (d) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, lease, assignment, transfer or other disposition of any Borrowing Base Property (A) no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (d) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with the closing thereof; , and (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment Borrower or other dispositionapplicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrowersuch Credit Party, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, sell any capital stock in such Credit Party or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrowerany Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, Encumbrances and (c) the saleAsset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property (A) no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (c) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with the closing thereof; , and (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment Borrower or other dispositionapplicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrowersuch Credit Party, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, sell any capital stock in such Credit Party or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. Borrower The Credit Parties will notnot permit the Parent or any Consolidated Party to make any Asset Disposition (including, nor will Borrower permit without limitation, any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets Sale and Leaseback Transaction) other than Borrowing Base Properties pursuant to the preceding sentence, except for Excluded Asset Dispositions unless (a) the sale consideration paid in the ordinary course of business of Hydrocarbons produced from Borrower’s Mineral Interestsconnection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the saleterms of Section 8.13, lease, transfer, abandonment (c) such transaction does not involve the sale or other disposition of machinerya minority equity interest in any Consolidated Party, equipment and other personal property and fixtures which are (id) made in connection with a release, surrender the aggregate net book value of all of the assets sold or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and otherwise disposed of in all such transactions during any fiscal year of the ordinary course Consolidated Parties shall not exceed $35,000,000, (e) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted EncumbrancesDefault would exist hereunder, and (cf) no later than 30 days prior to such Asset Disposition, the sale, lease, transfer, abandonment or other disposition Agent and the Lenders shall have received a certificate of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each an officer of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such saleAsset Disposition, leaseand thereafter the Borrower shall, assignmentwithin the period of 365 days following the consummation of such Asset Disposition (with respect to any such Asset Disposition, transfer the "Application Period"), apply (or other disposition are made concurrently with the closing thereof; (Bcause to be applied) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect an amount equal to the application of the proceeds Net Cash Proceeds of such saleAsset Disposition to (i) the purchase, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement acquisition or, in the case of Foreign Subsidiaries onlyimprovements to real property, issuances construction of Eligible Assets or sales (ii) to the prepayment of Equity the Loans in accordance with the terms of Section 3.3(b)(ii). Upon the sale of Capital Stock of a Consolidated Party permitted by one Foreign Subsidiary this Section 8.5, the Agent shall deliver to anotherthe Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest, if any, in such Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of such Consolidated Party from all of its obligations, if any, under the Credit Documents; provided however, the Agent shall not be obligated to take any of the foregoing actions unless such Consolidated Party has been released under all of its obligations arising under agreements evidencing Subordinated Indebtedness.

Asset Dispositions. (a) The Borrower will not, nor will the Borrower permit any other Credit Loan Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base PropertiesProperty or Collateral, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant (i) to the preceding sentenceBorrower or any Material Subsidiary, except for (aii) farmouts of undeveloped acreage and assignments in connection with such farmouts or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing Proved Mineral Interests capable of being produced in material economic quantities and which are not included in the most recently delivered Reserve Report, (iii) the sale in the ordinary course of business of Hydrocarbons produced from the Borrower’s and any other Loan Party’s Mineral Interests (and not pursuant to Advance Payment Contracts), (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or any portion of its assets to the Borrower or any other Loan Party, (v) the sale or disposition (including a Casualty Event), in accordance with the Combined Loan Documents, of assets the Net Cash Proceeds of which are reinvested (whether through reparation, restoration or replacement of the assets in issue), within 180 days after such sale or disposition, in assets useful in the business of the Borrower or any Subsidiary or otherwise applied to the prepayment of the Combined Loans in accordance with the Combined Loan Documents, (vi) the sale or disposition of assets obtained as a result of mergers, consolidations or other transactions permitted under this Agreement that are unnecessary or unrelated to the business of the Borrower and its Subsidiaries, (vii) the sale, transfer or issuance of any Subsidiary’s Equity Interests to the Borrower or any Loan Party, (viii) Permitted Investments that are not Mineral Interests, (bix) as permitted by Section 7.4, (x) the sale, lease, transfer, abandonment sale or other disposition of 105 machinery, equipment and or other personal property and fixtures assets which are (i) made in connection with a releaseobsolete, surrender worn out or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are otherwise not necessary or useful in the operation of any Borrowing Base Property. No the Borrower’s business or that are replaced by machinery, equipment or other assets of comparable value and use, (xi) the initial sale, lease, assignment, transfer contribution or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each assets (including, without limitation, all of the following conditions is satisfied: (AEquity Interests of Processing Partners and Pipeline Partners) all mandatory prepayments required by Section 2.7 specifically described on Exhibit N made as part of, in connection with with, or pursuant to, the formation of the MLP and to effect the MLP Transactions, notwithstanding anything to the contrary contained in any Combined Loan Document, and/or (xii) any Subsidiary (other than a Material Subsidiary or Subsidiary that owns Mortgaged Properties) may liquidate, dissolve or cease operations if the Borrower determines in good faith that such saleliquidation or cessation is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, leasethat, assignment, transfer so long as no Default or other disposition are made concurrently with the closing thereof; (B) no Event of Default has occurred which is continuing, the Borrower and each other Loan Party shall be permitted to sell or dispose of Mineral Interests during any period between Scheduled Redeterminations with an aggregate Recognized Value (measured at the time of such sale or disposition) not in excess of five percent (5%) of the Global Borrowing Base in effect during such period; provided, however, and without limiting the foregoing, the Borrower will not, nor will the Borrower permit any other Loan Party to, (A) sell any Hydrocarbons under Advance Payment Contracts, except to the extent disclosed on Schedule 7.1 and except to the extent such sales of Hydrocarbons would not cause the representation in Section 3.19(b) to no longer be true and correct, (B) sell or securitize any of their accounts receivable (other than (1) those accounts receivable deemed by the Borrower to be doubtful or uncollectible, (2) discounts of accounts receivable granted to settle collection of accounts receivable or (3) the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction), (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment sell any production payment or other disposition. Except as provided in Schedule 3 (or term royalty, other than pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose ofFalcon Seaboard Settlement Agreement, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirectD) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person sell assets (other than Borrower equipment) and then lease them back (or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged commit to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherlease them back) within 180 days after such sale.

Asset Dispositions. Parent and each Borrower will not, nor will Parent and/or any Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s Borrowers' Mineral Interests, ; (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (Biii) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and ; (c) the sale, lease, transfer, abandonment transfer or other disposition of Mineral Interests that are not (i) Borrowing Base Properties so long as Properties; provided, that (A) Borrowers shall provide Administrative Agent with not less than ten (10) Domestic Business Days notice of such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, transfer or other disposition pursuant to this clause (i), and (B) the aggregate Recognized Value of Borrowing Base Properties disposed of pursuant to this clause (i) in any period between Periodic Determinations (which shall include, without limitation, the period between the Closing Date and the first Periodic Determination after the Closing Date) shall not exceed five percent (5%) of the Borrowing Base then in effect, and (ii) other assets that have no Recognized Value; provided, further that no sale, lease assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 clause (c) unless each of the following conditions is satisfied: (Ai) all mandatory prepayments required by Section 2.7 3.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; , (Bii) no Event Borrowing Base Deficiency will exist after consummation of such sale, lease, transfer or other disposition (and application of the proceeds thereof to the mandatory prepayments required by Section 3.7), and (iii) no Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3)4, in no event will any Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party (other than to the Person which is the direct or indirect) parent of Borrowersuch Credit Party on the Closing Date), nor will Parent or any Borrower issue or sell, or permit any other Credit Party to issue or sell, sell any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. Borrower will notThe VL Group shall not permit an Asset Disposition of all or any part of their property or assets (whether presently held or subsequently acquired), nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant to the preceding sentencesales at fair market value, except for and, in such case, only if (a) at the sale in time of the ordinary course proposed Asset Disposition, there is no Default or Event of business Default hereunder and the proposed Asset Disposition will not cause such a Default or Event of Hydrocarbons produced from Borrower’s Mineral InterestsDefault, (b) the saleNet Proceeds of such Asset Disposition are dealt with in accordance with the provisions of Section 8.2, leaseand (c) the amount of (A) EBITDA generated during the preceding 12 months by the assets comprised in any such Asset Disposition, transferplus (B) the aggregate 12-month trailing EBITDA generated by all other assets comprised in all previous Asset Dispositions made during the Term (calculated as of the date of the applicable Asset Disposition), abandonment or other disposition does not exceed 15% of machinery, equipment and other personal property and fixtures which are the VL Group's EBITDA for the 12 months ending on the last day of the month immediately preceding the date of the proposed Asset Disposition; provided that the VL Group shall be permitted to make (i) made in connection with a release, surrender or abandonment dispositions of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of inventory in the ordinary course of business, (ii) dispositions of machinery, equipment, spare parts and materials, appliances or vehicles, if same are no longer necessary or useful to the operation of the business or have become obsolete, worn out, surplus, damaged or unusable, as well as the non-material assets listed in Schedule "I" consisting of surplus real estate of the VL Group, which are excluded from the Security and not subject to any Charge thereunder, (iii) exchanges of assets between members of the VL Group that have provided unlimited Guarantees and Security to the Agent for the Lenders. In the event of any such permitted Asset Disposition to a Person other than a member of the VL Group, the Security on the assets so disposed of shall be discharged by the Agent without any requirement to obtain the consent of the Lenders. In addition, any member of the VL Group shall be permitted to dispose of Back-to-Back Preferred Shares in order to repay Back-to-Back Debt, and shall also be permitted to dispose of property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and (B) replaced by articles disposing of comparable suitability owned by any Credit Party, free and clear such Back-to-Back Preferred Shares or property as part of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment a Tax Benefit Transaction will not cause a Default or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (B) no an Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherDefault.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s or any other Credit Party’s Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and other personal property and fixtures which are that, the aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course case of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition assets consisting of Mineral Interests that are not Borrowing Base Properties so long as Interests, shall be the Recognized Value of such Mineral Interests are not necessary or useful and in the operation case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred or disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base Property. No salethen in effect (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination); provided, leasefurther, assignmentthat, transfer or other disposition of any Borrowing Base Property no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (b) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 3.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with (or at such other times as provided herein) therewith, (c) subject to the closing thereof; (B) no Event of Default has occurred which is continuing; terms and conditions set forth in this Agreement, including, without limitation, Section 9.14, any Permitted Exchange, and (Cd) no Borrowing Base Deficiency shall exist immediately after giving effect subject to the application terms and conditions set forth in this Agreement, including, without limitation, Section 6.1, transfers of the proceeds of such sale, lease, transfer, abandonment or other dispositionassets to another Credit Party. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Equity in any Restricted Subsidiary nor will any Credit Party to issue, sell, transfer or dispose of, any capital stock or (other equity interest in any Subsidiary (direct or indirectthan WPC) of Borrower, nor will Borrower issue or sell, or permit sell any other Equity in such Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotheranother Credit Party.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrowerany Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the salesale of equity interest in Medallion (for the sake of clarity, leaseuntil such time, transferif any, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in Medallion shall become a Subsidiary, the operation sale of any Borrowing Base Property. No saleor all of the assets of Medallion is not restricted by this Agreement), lease(d) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, assignment, transfer or other disposition of any Borrowing Base Property (A) no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (d) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with the closing thereof; , and (B) no Event Borrower or other applicable Credit Party shall within 30 days following the closing of Default has occurred which is continuing; each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10 and (Ce) no Borrowing Base Deficiency shall exist immediately after giving effect to the application Legacy Asset Disposition; provided that, each of the proceeds of such sale, lease, transfer, abandonment or other dispositionLegacy Asset Disposition Conditions have been satisfied. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of Borrowersuch Credit Party, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, sell any capital stock in such Credit Party or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s 's Mineral Interests, and (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and other personal property and fixtures which are (i) made in connection with a releasethat, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the no sale, lease, transfer, abandonment abandonment, exchange or other disposition by Borrower or any of Mineral Interests that are not its Subsidiaries of Borrowing Base Properties so long as with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests are not necessary or useful and, in the operation case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the Conforming Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property then in effect shall be permitted pursuant to this Section 9.5 clause (b) unless each of the following conditions is satisfied: (Ai) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base and the Conforming Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignmenttransfer, transfer abandonment, exchange or other disposition are made concurrently with the closing thereof; , (B) no Event of Default has occurred which is continuing; and (Civ) no Borrowing Base Deficiency shall will exist immediately after giving effect to the application of the proceeds consummation of such sale, lease, transfer, abandonment abandonment, exchange or other disposition. Except as provided in Schedule 3 disposition (or pursuant and application of the proceeds thereof to the exercise of options and rights listed on Schedule 3mandatory prepayments required by Section 2.6), in and (v) no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary (direct or indirect) of Borrower, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower or any Subsidiary the Credit Party which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date."

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s 's Mineral Interests, (b) provided such sale or disposition occurs on or prior to March 31, 2007, the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted EncumbrancesSpecified Asset Sale, and (c) the sale, lease, transfer, abandonment abandonment, exchange or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No other assets; provided, that, no sale, lease, assignmenttransfer, transfer abandonment, exchange or other disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (c) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the Borrowing Base Property then in effect shall be permitted pursuant to this Section 9.5 clause (c) unless each of the following conditions is satisfied: (Ai) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignmenttransfer, transfer abandonment, exchange or other disposition are made concurrently with the closing thereof; , (B) no Event of Default has occurred which is continuing; and (Civ) no Borrowing Base Deficiency shall will exist immediately after giving effect to the application of the proceeds consummation of such sale, lease, transfer, abandonment abandonment, exchange or other disposition. Except as provided in Schedule 3 disposition (or pursuant and application of the proceeds thereof to the exercise of options and rights listed on Schedule 3mandatory prepayments required by Section 2.6), in and (v) no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Equity in any Restricted Subsidiary nor will any Credit Party to issue, sell, transfer or dispose of, any capital stock or (other equity interest in any Subsidiary (direct or indirectthan Borrower) of Borrower, nor will Borrower issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower a Credit Party which is directly or any Subsidiary of Borrower that has provided indirectly wholly-owned by a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherCredit Party.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s 's Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and other personal property and fixtures which are that, the aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course case of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition assets consisting of Mineral Interests that are not Borrowing Base Properties so long as Interests, shall be the Recognized Value of such Mineral Interests are not necessary or useful and in the operation case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred or disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base Property. No salethen in effect (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination); provided, leasefurther, assignmentthat, transfer or other disposition of any Borrowing Base Property no Asset Disposition shall be permitted pursuant to this Section 9.5 clause (b) unless each of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignment, transfer or other disposition Asset Disposition are made concurrently with the closing thereof; (Bor at such other times as provided herein) no Event of Default has occurred which is continuing; therewith, and (Cc) no Borrowing Base Deficiency shall exist immediately after giving effect subject to the application of the proceeds of such saleterms and conditions set forth in this Agreement, leaseincluding, transferwithout limitation, abandonment or other dispositionSection 8.15, any Permitted Exchange. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary (direct or indirect) of Borrower, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower or any Subsidiary the Credit Party which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Propertiesasset (including, except pursuant to Permitted Asset Sales. Borrower will notin each case, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose as a result of the designation of any assets Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.18) other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrowerany Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, (c) the sale of equity interest in Medallion (for the sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any or all of the assets of Medallion is not restricted by this Agreement), (d) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (d) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (cB) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10 and , (e) the Legacy Asset Disposition; provided that, each of the Legacy Asset Disposition Conditions have been satisfied, (f) the sale, lease, transfer, abandonment or other disposition use of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each Renewable Product (as defined in the Renewable Product Purchase Agreement) and (g) dispositions constituting Permitted Investments described in clause (g) of the following conditions is satisfied: (A) all mandatory prepayments required by Section 2.7 in connection with such sale, lease, assignment, transfer or other disposition are made concurrently with the closing definition thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in Schedule 3 (or pursuant to the exercise of options and rights listed on Schedule 3), in In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party (direct or indirect) other than an Unrestricted Subsidiary of Borroweran Unrestricted Subsidiary), nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, sell any capital stock in such Credit Party or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, interest to any Person other than Borrower or any Subsidiary the Person which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.

Asset Dispositions. (a) The Borrower will not, nor will the Borrower permit any other Credit Loan Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base PropertiesProperty, except pursuant to Permitted Asset Sales. Borrower will notCollateral or other material asset, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant (i) to the preceding sentenceBorrower or any Material Subsidiary, except for (aii) farmouts of undeveloped acreage and assignments in connection with such farmouts or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing Proved Mineral Interests capable of being produced in material economic quantities and which are not included in the most recently delivered Reserve Report, (iii) the sale in the ordinary course of business of Hydrocarbons produced from the Borrower’s and any other Loan Party’s Mineral InterestsInterests (and not pursuant to Advance Payment Contracts), (biv) as part of the winding up and dissolution of Cinnabar Energy Services & Trading, LLC, a Michigan limited liability company, Xxxxxxx Corporation, a Michigan corporation, and Energy Acquisition Operating Corporation, a Michigan corporation, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or any portion of its assets to the Borrower or any other Loan Party, (vi) the sale or disposition (including a Casualty Event), in accordance with the Combined Loan Documents, of assets the Net Cash Proceeds of which are reinvested (whether through reparation, restoration or replacement of the assets in issue), within 180 days after such sale or disposition, in assets useful in the business of the Borrower or any Subsidiary or otherwise applied to the prepayment of the Combined Loans in accordance with the Combined Loan Documents, (vii) the sale or disposition of assets obtained as a result of mergers, consolidations or other transactions permitted under this Agreement that are unnecessary or unrelated to the business of the Borrower and its Subsidiaries, (viii) the sale, leasetransfer or issuance of any Subsidiary’s Equity Interests to the Borrower or any Loan Party, transfer(ix) Permitted Investments that are not Mineral Interests and/or (x) as permitted by Section 7.4; provided, abandonment that, so long as no Default or other disposition Event of Default has occurred which is continuing, the Borrower shall be permitted to sell or dispose of (i) machinery, equipment and or other personal property and fixtures assets which are (i) made in connection with a releaseobsolete, surrender worn out or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the sale, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are otherwise not necessary or useful in the operation of the Borrower’s business or that are replaced by machinery, equipment or other assets of comparable value and use; and (ii) Mineral Interests during any period between Scheduled Redeterminations with an aggregate Recognized Value (measured at the time of such sale or disposition) not in excess of five percent (5%) of the Global Borrowing Base Property. No salein effect during such period; provided, leasehowever, assignmentand without limiting the foregoing, transfer or the Borrower will not, nor will the Borrower permit any other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each of the following conditions is satisfied: Loan Party to, (A) all mandatory prepayments required sell any Hydrocarbons under Advance Payment Contracts, except to the extent disclosed on Schedule 7.1 and except to the extent such sales of Hydrocarbons would not cause the representation in Section 3.20(b) to no longer be true and correct, (B) sell or securitize any of their accounts receivable (other than (1) those accounts receivable deemed by Section 2.7 the Borrower to be doubtful or uncollectible, (2) discounts of accounts receivable granted to settle collection of accounts receivable or (3) the sale of defaulted accounts arising in the ordinary course of business in connection with such salethe compromise or collection thereof and not in connection with any financing transaction), lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment sell any production payment or other disposition. Except as provided in Schedule 3 (or term royalty, other than pursuant to the exercise of options and rights listed on Schedule 3), in no event will Borrower issue, sell, transfer or dispose ofFalcon Seaboard Settlement Agreement, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirectD) of Borrower, nor will Borrower issue or sell, or permit any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person sell assets (other than Borrower equipment) and then lease them back (or any Subsidiary of Borrower that has provided a Facility Guaranty and the Equity of which has been pledged commit to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherlease them back) within 180 days after such sale.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets asset other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s 's Mineral Interests, and (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and other personal property and fixtures which are (i) made in connection with a releasethat, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, and (c) the no sale, lease, transfer, abandonment abandonment, exchange or other disposition by Borrower or any of Mineral Interests that are not its Subsidiaries of Borrowing Base Properties so long as with an aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests are not necessary or useful and, in the operation case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (for purposes of this clause (b) the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (5%) of the Borrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property then in effect shall be permitted pursuant to this Section 9.5 clause (b) unless each of the following conditions is satisfied: (Ai) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.7 2.6 in connection with such sale, lease, assignmenttransfer, transfer abandonment, exchange or other disposition are made concurrently with the closing thereof; , (B) no Event of Default has occurred which is continuing; and (Civ) no Borrowing Base Deficiency shall will exist immediately after giving effect to the application of the proceeds consummation of such sale, lease, transfer, abandonment abandonment, exchange or other disposition. Except as provided in Schedule 3 disposition (or pursuant and application of the proceeds thereof to the exercise of options and rights listed on Schedule 3mandatory prepayments required by Section 2.6), in and (v) no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary (direct or indirect) of Borrower, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest, Equity to any Person other than Borrower or any Subsidiary the Credit Party which is the direct parent of Borrower that has provided a Facility Guaranty and such issuer on the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to anotherClosing Date.