Common use of Fundamental Changes; Disposition of Assets Clause in Contracts

Fundamental Changes; Disposition of Assets. No Note Party shall, (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), other than (i) the merger of any Note Party or any Subsidiary of a Note Party with and into any Note Party or another Subsidiary of any Note Party (except that, with respect to any such merger or consolidation involving the Issuer, the Issuer must be the surviving entity), and (ii) the merger of any other Person whose lines of business are substantially the same lines of business as one or more of the principal businesses of any Note Party with and into any Note Party, so long as such Note Party shall be the surviving and continuing entity and the Lead Investor consents to such merger; or (b) convey, sell, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of (including through the sale of a production payment or overriding royalty interest), in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except: (i) sales of Hydrocarbons in the ordinary course of business, (ii) disposals of obsolete, worn out, depleted or uneconomic property, (iii) the sale, lease, transfer or other disposition of Property by one Note Party to another Note Party, (iv) mergers and consolidations permitted by Section 7.7(a), (v) dispositions of the Petro Capital Overrides as a result of a Petro Capital Override swap under the Petro Capital Letter Agreement, (vi) dispositions of the Guggenheim Overrides consisting of cross-assignments pursuant to the terms thereof in connection with a reduction in the override percentage; (vii) disposition of funds collected for the beneficial interest of, or of the interests owned by, third party royalty or working interest owners, (viii) so long as no Event of Default has occurred and is continuing, the conveyance, sale, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or disposition of Oil and Gas Properties so long as the Issuer, within twelve (12) months of the receipt of the Net Asset Sale Proceeds in connection with such transaction, reinvests such Net Asset Sale Proceeds and the aggregate value of the Oil and Gas Properties conveyed in reliance of this clause does not exceed $2,500,000, (ix) the termination, settlement, unwinding or liquidation of Swap Agreements so long as the value of all Swap Agreements terminated, settled, unwound and liquidated in any period of twelve (12) consecutive calendar months does not exceed the greater of $5,000,000 or 5.0% of the Issuer’s Consolidated Adjusted EBITDAX, and (x) required dispositions pursuant to the Constellation Agreement and the Halcon AMI Agreements; provided that all cash received by a Note Party pursuant to this clause (x) shall only be used in furtherance of the APOD; or (c) acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures permitted hereunder in the ordinary course of business consistent with past practice) the business, property (including Oil and Gas Properties) or fixed assets of, or Capital Stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, or make any commitment or incur any obligation to enter into any such transaction, except Investments made in accordance with Section 7.5 or in connection with the APOD.

Fundamental Changes; Disposition of Assets. No Note Credit Party shall, (a) enter into , nor shall it permit any transaction of OZ Subsidiary to, consummate any merger or consolidation, or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), other than (i) the merger of any Note Party or any Subsidiary of a Note Party with and into any Note Party or another Subsidiary of any Note Party (except that, with respect to any such merger or consolidation involving the Issuer, the Issuer must be the surviving entity), and (ii) the merger of any other Person whose lines of business are substantially the same lines of business as one or more of the principal businesses of any Note Party with and into any Note Party, so long as such Note Party shall be the surviving and continuing entity and the Lead Investor consents to such merger; or (b) convey, sell, farm-out, lease or sub lease (as lessor or sublessor)license, exchange, transfer or otherwise dispose of (including through the sale of a production payment or overriding royalty interest)of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoeverwhatsoever (including, for the avoidance of doubt, any Asset Sale) outside of the ordinary course of business, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, except: : (a) any Credit Party may be merged with or into another Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a Credit Party; (b) any Credit Party and any OZ Subsidiary may convey, transfer or otherwise dispose of Equity Interests in the Issuer delivered pursuant to the terms of restricted share units issued by such Credit Party or OZ Subsidiary; (c) any Credit Party may be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Person (including the Issuer or any Subsidiary of the Issuer) except for any Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary or any OZ Subsidiary or Owned Entity thereof other than an OZ Fund; provided that such Credit Party is the surviving entity; (d) any OZ Subsidiary that is not a Credit Party may be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other OZ Subsidiary that is not a Credit Party or any other Person or Subsidiary (other than a Credit Party); provided that an OZ Subsidiary is the surviving entity or the surviving entity becomes an OZ Subsidiary (and if the transferring Subsidiary was a wholly-owned Subsidiary of a Credit Party, a wholly-owned Subsidiary of a Credit Party) upon consummation of such merger or consolidation; provided, further, that any Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary (or any OZ Subsidiary or Owned Entity thereof other than an OZ Fund) shall not be merged or consolidated with or into any Non-SPVS; (e) any Credit Party can be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any of Issuer, Och-Ziff Corp, Och-Ziff Holding, any New Advisor that is not a New Advisor Guarantor, or any New Advisor Subsidiary; provided that, in the case of a merger or consolidation of a Credit Party with or into any such Person, (i) sales such Credit Party is the surviving entity or (ii) the surviving Person or the acquiring Person agrees to assume, and expressly assumes, all of Hydrocarbons the obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in form and substance reasonably satisfactory to the ordinary course Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the laws of businessthe United States or any state thereof or the District of Columbia; (f) any Credit Party or any OZ Subsidiary may enter into mergers and consolidations solely to effect asset acquisitions; provided that (i) if any Credit Party is party to such transaction, (x) such Credit Party shall be the continuing or surviving entity or (y) the surviving Person or the acquiring Person shall agree to assume, and shall expressly assume, all of the obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in form and substance reasonably satisfactory to the Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the laws of the United States or any state thereof or the District of Columbia, (ii) disposals if any OZ Subsidiary is a party to such transaction, (x) such OZ Subsidiary shall be the continuing or surviving entity or (y) the surviving entity shall become an OZ Subsidiary upon consummation of obsoletesuch merger or consolidation, worn outin the case of clauses (x) and (y) unless a Credit Party is also a party to such transaction, depleted or uneconomic propertyin which case clause (i) shall apply, and (iii) such asset acquisitions and other transactions effected by such merger or consolidation are otherwise permitted under the saleCredit Documents without giving effect to this clause (f); (g) sales, leaseleases, transfer subleases, licenses, sublicenses, exchanges, transfers or other disposition of Property by one Note Party to another Note Party, (iv) mergers and consolidations permitted by Section 7.7(a), (v) dispositions of assets that do not constitute Asset Sales; (h) Asset Sales (other than a sale of all or substantially all assets of the Petro Capital Overrides Credit Parties and the OZ Subsidiaries, taken as a result of a Petro Capital Override swap under the Petro Capital Letter Agreement, (vi) dispositions of the Guggenheim Overrides consisting of cross-assignments pursuant to the terms thereof in connection with a reduction in the override percentage; (vii) disposition of funds collected for the beneficial interest of, or of the interests owned by, third party royalty or working interest owners, (viiiwhole) so long as (i) no Event of Default has occurred and is continuing, or would result therefrom, determined as of the conveyancedate that the definitive agreement for such Asset Sale is entered into, sale(ii) the Borrowers are in pro forma compliance with the financial covenants set forth in Section 6.10 as of the last day of the Fiscal Quarter most recently ended prior to such date for which financial statements have been delivered pursuant to Section 5.01 or 3.01, farm(iii) the consideration received for such sale of assets shall be in an amount equal to the fair market value thereof (determined in good faith by any Borrower), and (iv) at least 75% of such consideration is paid in Cash and Cash Equivalents, provided that the following shall be deemed to be Cash: (x) any liabilities that are assumed or paid by the transferee with respect to the applicable Asset Sale, (y) any securities received by the Credit Parties or any OZ Subsidiary from such transferee that are converted by a Credit Party or OZ Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents so received) within 180 days following the closing of the applicable Asset Sale, and (z) any Designated Non-outCash Consideration received by the Credit Parties or the OZ Subsidiaries in respect of such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 6.05(h) that is at that time outstanding, not in excess of $5,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured on the date a legally binding commitment for such Asset Sale (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value; (i) any OZ Subsidiary that is not a Credit Party may dissolve, liquidate or wind up its affairs at any time, and (ii) any Credit Party and any OZ Subsidiary may surrender or fail to maintain its rights, franchises, licenses and permits material to its business, provided that, in the cases of clauses (i) and (ii), such dissolution, liquidation, winding up, surrender or failure, as applicable, would not reasonably be expected to have a Material Adverse Effect; (j) [Reserved]; and (k) any Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary may convey, sell, lease or sub lease (as lessor or sublessor)license, exchange, transfer or disposition otherwise dispose of Oil any of its assets to the extent constituting realization of Liens permitted under Section 6.02(y), (z) or (bb); provided, that any such transactions from such Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary to any Credit Party or any Non-SPVS shall not be made on terms that are substantially less favorable to such Credit Party or such Non-SPVS, as the case may be, than those that might be obtained in a comparable arms-length transaction at the time from a Person who is not an Affiliate of such Credit Party or Non-SPVS. It is understood and Gas Properties agreed that this Section 6.05 shall not prohibit any change in ownership of a Credit Party (other than any Credit Party that is also an OZ Subsidiary) that does not cause a Change of Control as long as such Person or the surviving or acquiring Person remains (or becomes) a Credit Party. Notwithstanding anything to the contrary in this Agreement, this Section 6.05 shall not prohibit a Credit Party or any OZ Subsidiary from changing its jurisdiction of organization (so long as such change results in such Person being organized and existing under the Issuer, within twelve (12) months laws of the receipt United States or any state thereof or the District of the Net Asset Sale Proceeds in connection with such transactionColumbia), reinvests such Net Asset Sale Proceeds and the aggregate value of the Oil and Gas Properties conveyed in reliance of this clause does not exceed $2,500,000its organizational name, (ix) the terminationits identity or organizational structure, settlement, unwinding its type or liquidation of Swap Agreements so long as the value of all Swap Agreements terminated, settled, unwound and liquidated in any period of twelve (12) consecutive calendar months does not exceed the greater of $5,000,000 or 5.0% of the Issuer’s Consolidated Adjusted EBITDAX, and (x) required dispositions pursuant to the Constellation Agreement and the Halcon AMI Agreements; provided that all cash received by a Note Party pursuant to this clause (x) shall only be used in furtherance of the APOD; or (c) acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures permitted hereunder in the ordinary course of business consistent with past practice) the business, property (including Oil and Gas Properties) or fixed assets ofform, or Capital Stock from changing its Federal Taxpayer Identification Number or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, or make any commitment or incur any obligation to enter into any such transaction, except Investments made in accordance with Section 7.5 or in connection with the APODstate organizational identification number.

Fundamental Changes; Disposition of Assets. No Note Credit Party shall, (a) enter into , nor shall it permit any transaction of OZ Subsidiary to, consummate any merger or consolidation, or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), other than (i) the merger of any Note Party or any Subsidiary of a Note Party with and into any Note Party or another Subsidiary of any Note Party (except that, with respect to any such merger or consolidation involving the Issuer, the Issuer must be the surviving entity), and (ii) the merger of any other Person whose lines of business are substantially the same lines of business as one or more of the principal businesses of any Note Party with and into any Note Party, so long as such Note Party shall be the surviving and continuing entity and the Lead Investor consents to such merger; or (b) convey, sell, farm-out, lease or sub lease (as lessor or sublessor)license, exchange, transfer or otherwise dispose of (including through the sale of a production payment or overriding royalty interest)of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoeverwhatsoever (including, for the avoidance of doubt, any Asset Sale) outside of the ordinary course of business, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, except: : (a) any Credit Party may be merged with or into another Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a Credit Party; (b) any Credit Party and any OZ Subsidiary may convey, transfer or otherwise dispose of Equity Interests in the Issuer delivered pursuant to the terms of restricted share units issued by such Credit Party or OZ Subsidiary; (c) any Credit Party may be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Person (including the Issuer or any Subsidiary of the Issuer) except for any Qualified Risk Retention Subsidiary or Alternate Investment Subsidiary or any OZ Subsidiary or Owned Entity thereof other than an OZ Fund; provided that such Credit Party is the surviving entity; (d) any OZ Subsidiary that is not a Credit Party may be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other OZ Subsidiary that is not a Credit Party or any other Person or Subsidiary (other than a Credit Party); provided that an OZ Subsidiary is the surviving entity or the surviving entity becomes an OZ Subsidiary (and if the transferring Subsidiary was a wholly-owned Subsidiary of a Credit Party, a wholly-owned Subsidiary of a Credit Party) upon consummation of such merger or consolidation; provided, further, that any Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary (or any OZ Subsidiary or Owned Entity thereof other than an OZ Fund) shall not be merged or consolidated with or into any Non-SPVS; (e) any Credit Party can be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any of Issuer, Och-Ziff Corp, Och-Ziff Holding, any New Advisor that is not a New Advisor Guarantor, or any New Advisor Subsidiary; provided that, in the case of a merger or consolidation of a Credit Party with or into any such Person, (i) sales such Credit Party is the surviving entity or (ii) the surviving Person or the acquiring Person agrees to assume, and expressly assumes, all of Hydrocarbons the obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in form and substance reasonably satisfactory to the ordinary course Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the laws of businessthe United States or any state thereof or the District of Columbia; (f) any Credit Party or any OZ Subsidiary may enter into mergers and consolidations solely to effect asset acquisitions; provided that (i) if any Credit Party is party to such transaction, (x) such Credit Party shall be the continuing or surviving entity or (y) the surviving Person or the acquiring Person shall agree to assume, and shall expressly assume, all of the obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in form and substance reasonably satisfactory to the Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the laws of the United States or any state thereof or the District of Columbia, (ii) disposals if any OZ Subsidiary is a party to such transaction, (x) such OZ Subsidiary shall be the continuing or surviving entity or (y) the surviving entity shall become an OZ Subsidiary upon consummation of obsoletesuch merger or consolidation, worn outin the case of clauses (x) and (y) unless a Credit Party is also a party to such transaction, depleted or uneconomic propertyin which case clause (i) shall apply, and (iii) such asset acquisitions and other transactions effected by such merger or consolidation are otherwise permitted under the saleCredit Documents without giving effect to this clause (f); (g) sales, leaseleases, transfer subleases, licenses, sublicenses, exchanges, transfers or other disposition of Property by one Note Party to another Note Party, (iv) mergers and consolidations permitted by Section 7.7(a), (v) dispositions of assets that do not constitute Asset Sales; (h) Asset Sales (other than a sale of all or substantially all assets of the Petro Capital Overrides Credit Parties and the OZ Subsidiaries, taken as a result of a Petro Capital Override swap under the Petro Capital Letter Agreement, (vi) dispositions of the Guggenheim Overrides consisting of cross-assignments pursuant to the terms thereof in connection with a reduction in the override percentage; (vii) disposition of funds collected for the beneficial interest of, or of the interests owned by, third party royalty or working interest owners, (viiiwhole) so long as (i) no Event of Default has occurred and is continuing, or would result therefrom, determined as of the conveyancedate that the definitive agreement for such Asset Sale is entered into, sale(ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.10 as of the last day of the Fiscal Quarter most recently ended prior to such date for which financial statements have been delivered pursuant to Section 5.01 or 3.01, farm(iii) the consideration received for such sale of assets shall be in an amount equal to the fair market value thereof (determined in good faith by the Borrower), and (iv) at least 75% of such consideration is paid in Cash and Cash Equivalents, provided that the following shall be deemed to be Cash: (x) any liabilities that are assumed or paid by the transferee with respect to the applicable Asset Sale, (y) any securities received by the Credit Parties or any OZ Subsidiary from such transferee that are converted by a Credit Party or OZ Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents so received) within 180 days following the closing of the applicable Asset Sale, and (z) any Designated Non-outCash Consideration received by the Credit Parties or the OZ Subsidiaries in respect of such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 6.05(h) that is at that time outstanding, not in excess of $5,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured on the date a legally binding commitment for such Asset Sale (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value; (i) any OZ Subsidiary that is not a Credit Party may dissolve, liquidate or wind up its affairs at any time, and (ii) any Credit Party and any OZ Subsidiary may surrender or fail to maintain its rights, franchises, licenses and permits material to its business, provided that, in the cases of clauses (i) and (ii), such dissolution, liquidation, winding up, surrender or failure, as applicable, would not reasonably be expected to have a Material Adverse Effect; (j) [Reserved]; and (k) any Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary may convey, sell, lease or sub lease (as lessor or sublessor)license, exchange, transfer or disposition otherwise dispose of Oil any of its assets to the extent constituting realization of Liens permitted under Section 6.02(y) or (z); provided, that any such transactions from such Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary to any Credit Party or any Non-SPVS shall not be made on terms that are substantially less favorable to such Credit Party or such Non-SPVS, as the case may be, than those that might be obtained in a comparable arms-length transaction at the time from a Person who is not an Affiliate of such Credit Party or Non-SPVS. It is understood and Gas Properties agreed that this Section 6.05 shall not prohibit any change in ownership of a Credit Party (other than any Credit Party that is also an OZ Subsidiary) that does not cause a Change of Control as long as such Person or the surviving or acquiring Person remains (or becomes) a Credit Party. Notwithstanding anything to the contrary in this Agreement, this Section 6.05 shall not prohibit a Credit Party or any OZ Subsidiary from changing its jurisdiction of organization (so long as such change results in such Person being organized and existing under the Issuer, within twelve (12) months laws of the receipt United States or any state thereof or the District of the Net Asset Sale Proceeds in connection with such transactionColumbia), reinvests such Net Asset Sale Proceeds and the aggregate value of the Oil and Gas Properties conveyed in reliance of this clause does not exceed $2,500,000its organizational name, (ix) the terminationits identity or organizational structure, settlement, unwinding its type or liquidation of Swap Agreements so long as the value of all Swap Agreements terminated, settled, unwound and liquidated in any period of twelve (12) consecutive calendar months does not exceed the greater of $5,000,000 or 5.0% of the Issuer’s Consolidated Adjusted EBITDAX, and (x) required dispositions pursuant to the Constellation Agreement and the Halcon AMI Agreements; provided that all cash received by a Note Party pursuant to this clause (x) shall only be used in furtherance of the APOD; or (c) acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures permitted hereunder in the ordinary course of business consistent with past practice) the business, property (including Oil and Gas Properties) or fixed assets ofform, or Capital Stock from changing its Federal Taxpayer Identification Number or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, or make any commitment or incur any obligation to enter into any such transaction, except Investments made in accordance with Section 7.5 or in connection with the APODstate organizational identification number.

Fundamental Changes; Disposition of Assets. No Note Party shall, (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), other than (i) the merger of any Note Party or any Subsidiary of a Note Party with and into any Note Party or another Subsidiary of any Note Party (except that, with respect to any such merger or consolidation involving the Issuer, the Issuer must be the surviving entity), and (ii) the merger of any other Person whose lines of business are substantially the same lines of business as one or more of the principal businesses of any Note Party with and into any Note Party, so long as such Note Party shall be the surviving and continuing entity and the Lead Investor consents to such merger; or (b) convey, sell, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of (including through the sale of a production payment or overriding royalty interest), in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except: (i) sales of Hydrocarbons in the ordinary course of business, (ii) disposals of obsolete, worn out, depleted or uneconomic property, (iii) the sale, lease, transfer or other disposition of Property by one Note Party to another Note Party, (iv) mergers and consolidations permitted by Section 7.7(a7.8(a), (v) dispositions of the Petro Capital Overrides as a result of a Petro Capital Override swap under the Petro Capital Letter Agreement, (vi) dispositions of the Guggenheim Overrides consisting of cross-assignments pursuant to the terms thereof in connection with a reduction in the override percentage; (vii) disposition of funds collected for the beneficial interest of, or of the interests owned by, third party royalty or working interest owners, (viii) so long as no Event of Default has occurred and is continuing, the conveyance, sale, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or disposition of Oil and Gas Properties so long as the Issuer, within twelve (12) months of the receipt of the Net Asset Sale Proceeds in connection with such transaction, reinvests such Net Asset Sale Proceeds and the aggregate value of the Oil and Gas Properties conveyed in reliance of this clause does not exceed $2,500,000, (ix) the termination, settlement, unwinding or liquidation of Swap Agreements so long as the value of all Swap Agreements terminated, settled, unwound and liquidated in any period of twelve (12) consecutive calendar months does not exceed the greater of $5,000,000 or 5.0% of the Issuer’s Consolidated Adjusted EBITDAX, and (x) required dispositions pursuant to the Constellation Agreement and the Halcon AMI Agreements; provided that all cash received by a Note Party pursuant to this clause (x) shall only be used in furtherance of the APOD, and (xi) transfers of Oil and Gas Properties located in the Woodbine Area in exchange for Oil and Gas Properties of equal or greater value (as determined by the Borrower and certified to the Holders in a certificate containing reasonably detailed calculations delivered by an Authorized Officer of the Issuer) so long as the aggregate acreage of the Oil and Gas Properties transferred in reliance of this clause do not exceed 1,000 acres; or (c) acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures permitted hereunder in the ordinary course of business consistent with past practice) the business, property (including Oil and Gas Properties) or fixed assets of, or Capital Stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, or make any commitment or incur any obligation to enter into any such transaction, except Investments made in accordance with Section 7.5 7.6 or in connection with the APOD.