Common use of Dispositions of Property Clause in Contracts

Dispositions of Property. Each Loan Party agrees that it will not, and will not permit any Restricted Subsidiary to, make any Disposition except: (a) (i) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value and (ii) inventory which is sold in the ordinary course of business; (b) Dispositions of property to a Loan Party or to a Wholly Owned Restricted Subsidiary; (c) Investments permitted pursuant to Section 7.05; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof; (e) Dispositions in the form of licenses, sublicenses, leases or subleases granted to others which do not interfere in any material respect with the business of the Loan Parties and their Subsidiaries; (f) Dispositions of cash equivalents and Permitted Investments for fair market value; (g) Dispositions resulting from Casualty Events, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b) to the extent required by such Section; (h) Dispositions of assets acquired in a Permitted Acquisition to the extent determined by a Responsible Officer of the Parent Guarantor to be non-core, immaterial, or ancillary to the Borrower’s and its Restricted Subsidiaries’ midstream oil and gas business, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b) to the extent required by such Section; and (i) any Disposition not otherwise permitted under this Section 7.11, provided that (i) at the time of such Disposition no Default exists or would result from such Disposition, (ii) the Net Cash Proceeds of such Disposition are applied in accordance with the requirements of Section 2.05(b) to the extent required by such Section, (iii) no less than 75% of the consideration received for such Disposition shall be cash, and (iv) the aggregate sales price of all Dispositions made by all Loan Parties and Restricted Subsidiaries pursuant to this clause (i) during any fiscal year of the Parent Guarantor does not exceed ten percent (10%) of Consolidated Net Tangible Assets of the Parent Guarantor as of the last day of the previous fiscal year.

Dispositions of Property. Each Loan Party The Borrower agrees that it will not, and will not permit any Restricted Subsidiary to, make any Disposition except: (a) (i) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value and (ii) inventory which is sold in the ordinary course of business; (b) Dispositions of property to a Loan Party the Borrower or to a Wholly Owned Restricted Subsidiary; (c) Investments permitted pursuant to Section 7.05; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof; (e) Dispositions in the form of licenses, sublicenses, leases or subleases granted to others which do not interfere in any material respect with the business of the Loan Parties Borrower and their its Subsidiaries; (f) Dispositions of cash equivalents and Permitted Investments for fair market value; (g) Dispositions resulting from Casualty Events, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b2.03(b) to the extent required by such Section; (h) Dispositions of assets acquired in a Permitted Acquisition to the extent determined by a Responsible Officer of the Parent Guarantor Borrower to be non-core, immaterial, or ancillary to the Borrower’s and its Restricted Subsidiaries’ midstream oil and gas business, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b2.03(b) to the extent required by such Section; and (i) any Disposition not otherwise permitted under this Section 7.11, provided that (i) at the time of such Disposition no Default exists or would result from such Disposition, (ii) the Net Cash Proceeds of such Disposition are applied in accordance with the requirements of Section 2.05(b2.03(b) to the extent required by such Section, (iii) no less than 75% of the consideration received for such Disposition shall be cash, and (iv) the aggregate sales price of all Dispositions made by all Loan Parties the Borrower and its Restricted Subsidiaries pursuant to this clause (i) during any fiscal year of the Parent Guarantor Borrower does not exceed ten percent (10%) of Consolidated Net Tangible Assets of the Parent Guarantor Borrower as of the last day of the previous fiscal year.

Dispositions of Property. Each Loan Party agrees that it will not, and will not permit If the Company or any of its Restricted Subsidiary to, make Subsidiaries Disposes of any property (other than any Disposition except: (aof any property permitted by Section 7.05(a) (i) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value and (ii) inventory which is sold in but only to the ordinary course of business; (b) Dispositions of property to a Loan Party or to a Wholly Owned Restricted Subsidiary; (c) Investments permitted pursuant to Section 7.05; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof; (e) Dispositions in the form of licenses, sublicenses, leases or subleases granted to others which do not interfere in any material respect with the business of the Loan Parties and their Subsidiaries; (f) Dispositions of cash equivalents and Permitted Investments for fair market value; (g) Dispositions resulting from Casualty Events, provided that extent the Net Cash Proceeds of any such Dispositions are applied Disposition (or series of related Dispositions) does not exceed $1,000,000), (b), (c), (d), (e), (f) or (g)) which results in accordance the realization by such Person of Net Cash Proceeds, the Company shall make (and/or cause the applicable Designated Borrower to make, subject to Section 2.14(b)) mandatory prepayments and/or Cash Collateralizations in the manner set forth in subsection (v) below in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the requirements election of Section 2.05(b) the Company (as notified by the Company to the extent required by such Section; (h) Dispositions of assets acquired in a Permitted Acquisition Administrative Agent on or prior to the extent determined by a Responsible Officer date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may 152302503 reinvest all or any portion of such Net Cash Proceeds in operating assets used in the business of the Parent Guarantor to be non-core, immaterial, or ancillary to the Borrower’s Company and its Restricted Subsidiaries’ midstream oil Subsidiaries so long as (A) within 270 days after the receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets shall have been entered into and gas business(B) within 360 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the mandatory prepayments and/or Cash Collateralizations as set forth in this Section 2.05(b)(i). Notwithstanding the foregoing, the Company and its Restricted Subsidiaries shall be permitted during each fiscal year to exclude up to $5,000,000 of the Net Cash Proceeds of such resulting from the Dispositions are applied described above from the prepayment and/or Cash Collateralization requirements contemplated in accordance with the requirements of Section 2.05(b) to the extent required by such Section; and (i) any Disposition not otherwise permitted under this Section 7.11, provided that (i) at the time of such Disposition no Default exists or would result from such Disposition, (ii) the Net Cash Proceeds of such Disposition are applied in accordance with the requirements of Section 2.05(b) to the extent required by such Section, (iii) no less than 75% of the consideration received for such Disposition shall be cash, and (iv) the aggregate sales price of all Dispositions made by all Loan Parties and Restricted Subsidiaries pursuant to this clause (i) during any fiscal year of the Parent Guarantor does not exceed ten percent (10%) of Consolidated Net Tangible Assets of the Parent Guarantor as of the last day of the previous fiscal year2.05(b)(i).

Dispositions of Property. Each Loan Party agrees that it The Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, make Dispose of any Disposition property, whether now owned or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) (i) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value and (ii) inventory which is sold the Disposition in the ordinary course of businessbusiness of the Borrower and its Subsidiaries (including Dispositions of obsolete or worn-out property no longer required or useful in the business or operations of the Borrower or any of its Subsidiaries); (b) Dispositions of property to a Loan Party permitted by Sections 6.03(b)(i) or to a Wholly Owned Restricted Subsidiary(d); (c) Investments permitted pursuant the sale or issuance of Capital Stock of any Subsidiary to Section 7.05the Borrower or any other Subsidiary; (d) Dispositions with respect to the Receivables Securitization Program, provided that the aggregate principal amount of accounts receivable in connection with the collection or compromise thereofIndebtedness related to any such Receivables Securitization Program shall not at any time exceed 10% of Consolidated Total Capitalization at such time; (e) Dispositions of property or assets by the Borrower or any Subsidiary to the extent that, as part of the same transaction or a series of related transactions, such property or assets are within 365 after the date of such Disposition leased by the Borrower or such Subsidiary as lessee for use in the form of licenses, sublicenses, leases or subleases granted to others which do not interfere in any material respect with the business of the Loan Parties Borrower and their its Subsidiaries;; and (f) Dispositions of cash equivalents and Permitted Investments property for fair market value; value not covered by the foregoing clauses (ga) Dispositions resulting from Casualty Eventsthrough (e) of this Section, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b) respect to the extent required by such Section; (h) Dispositions of assets acquired in a Permitted Acquisition to the extent determined by a Responsible Officer of the Parent Guarantor to be non-core, immaterial, or ancillary to the Borrower’s and its Restricted Subsidiaries’ midstream oil and gas business, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b) to the extent required by such Section; and (i) any Disposition not otherwise permitted under this Section 7.11(or any series of related Dispositions) in excess of $15,000,000, provided that either (i) at the time of such Disposition no Default exists or would result from such Disposition, (ii) the Net Cash Proceeds aggregate book value of such Disposition are applied in accordance the properties and assets thereof, taken together with the requirements of Section 2.05(b) to the extent required by such Section, (iii) no less than 75% of the consideration received for such Disposition shall be cash, and (iv) the aggregate sales price amount of all prior Dispositions made by all Loan Parties and Restricted Subsidiaries in excess of $15,000,000 pursuant to this clause (i) during any f)(i), shall not exceed 15% of Consolidated Total Assets as at the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been furnished pursuant to Section 5.01 (after giving pro forma effect to any Disposition made pursuant to this clause (f)(i) since the date of such financial statements) or (ii) within 365 days after such Disposition, the proceeds thereof (net of ordinary and reasonable out-of-pocket costs and expenses actually incurred in connection with such Disposition and any repayment of Indebtedness of the Parent Guarantor does not exceed ten percent (10%Borrower or the relevant Subsidiary, as applicable, related to the property that is the subject of such Disposition) of Consolidated Net Tangible Assets of are used to purchase productive assets for use by the Parent Guarantor as of the last day of the previous fiscal yearBorrower or any Subsidiary in their business.

Dispositions of Property. Each Loan Party The Borrower agrees that it will not, and will not permit any Restricted Subsidiary to, make any Disposition except: (a) (i) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value and (ii) inventory which is sold in the ordinary course of business; (b) Dispositions of property to a Loan Party the Borrower or to a Wholly Owned Restricted Subsidiary; (c) Investments permitted pursuant to Section 7.05; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof; (e) Dispositions in the form of licenses, sublicenses, leases or subleases granted to others which do not interfere in any material respect with the business of the Loan Parties Borrower and their its Subsidiaries; (f) Dispositions of cash equivalents and Permitted Investments for fair market value; (g) Dispositions resulting from Casualty Events, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b2.03(b) to the extent required by such Section; (h) Dispositions of assets acquired in a Permitted Acquisition to the extent determined by a Responsible Officer of the Parent Guarantor Borrower to be non-non- core, immaterial, or ancillary to the Borrower’s and its Restricted Subsidiaries’ midstream oil and gas business, provided that the Net Cash Proceeds of such Dispositions are applied in accordance with the requirements of Section 2.05(b2.03(b) to the extent required by such Section; and (i) any Disposition not otherwise permitted under this Section 7.11, provided that (i) at the time of such Disposition no Default exists or would result from such Disposition, (ii) the Net Cash Proceeds of such Disposition are applied in accordance with the requirements of Section 2.05(b) to the extent required by such Section, (iii) no less than 75% of the consideration received for such Disposition shall be cash, and (iv) the aggregate sales price of all Dispositions made by all Loan Parties and Restricted Subsidiaries pursuant to this clause (i) during any fiscal year of the Parent Guarantor does not exceed ten percent (10%) of Consolidated Net Tangible Assets of the Parent Guarantor as of the last day of the previous fiscal year.2.03

Dispositions of Property. Each Loan Party agrees that it will not, and will not permit If the Company or any of its Restricted Subsidiary to, make Subsidiaries Disposes of any property (other than any Disposition except: (aof any property permitted by Section 7.05(a) (i) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value and (ii) inventory which is sold in but only to the ordinary course of business; (b) Dispositions of property to a Loan Party or to a Wholly Owned Restricted Subsidiary; (c) Investments permitted pursuant to Section 7.05; (d) Dispositions of accounts receivable in connection with the collection or compromise thereof; (e) Dispositions in the form of licenses, sublicenses, leases or subleases granted to others which do not interfere in any material respect with the business of the Loan Parties and their Subsidiaries; (f) Dispositions of cash equivalents and Permitted Investments for fair market value; (g) Dispositions resulting from Casualty Events, provided that extent the Net Cash Proceeds of any such Dispositions are applied Disposition (or series of related Dispositions) does not exceed $1,000,000), (b), (c), (d), (e), (f) or (g)) which results in accordance the realization by such Person of Net Cash Proceeds, the Company shall make (and/or cause the applicable Designated Borrower to make, subject to Section 2.14(b)) mandatory prepayments and/or Cash Collateralizations in the manner set forth in subsection (v) below in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the requirements election of Section 2.05(b) the Company (as notified by the Company to the extent required by such Section; (h) Dispositions of assets acquired in a Permitted Acquisition Administrative Agent on or prior to the extent determined by a Responsible Officer date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used in the business of the Parent Guarantor to be non-core, immaterial, or ancillary to the Borrower’s Company and its Restricted Subsidiaries’ midstream oil Subsidiaries so long as (A) within 270 days after the receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets shall have been entered into and gas business(B) within 360 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the mandatory prepayments and/or Cash Collateralizations as set forth in this Section 2.05(b)(i). Notwithstanding the foregoing, the Company and its Restricted Subsidiaries shall be permitted during each fiscal year to exclude up to $5,000,000 of the Net Cash Proceeds of such resulting from the Dispositions are applied described above from the prepayment and/or Cash Collateralization requirements contemplated in accordance with the requirements of Section 2.05(b) to the extent required by such Section; and (i) any Disposition not otherwise permitted under this Section 7.11, provided that (i) at the time of such Disposition no Default exists or would result from such Disposition, (ii) the Net Cash Proceeds of such Disposition are applied in accordance with the requirements of Section 2.05(b) to the extent required by such Section, (iii) no less than 75% of the consideration received for such Disposition shall be cash, and (iv) the aggregate sales price of all Dispositions made by all Loan Parties and Restricted Subsidiaries pursuant to this clause (i) during any fiscal year of the Parent Guarantor does not exceed ten percent (10%) of Consolidated Net Tangible Assets of the Parent Guarantor as of the last day of the previous fiscal year2.05(b)(i).