Common use of Limitation on Sales of Property Clause in Contracts

Limitation on Sales of Property. No Credit Party will sell, transfer, lease, exchange or dispose of any of its assets or properties or any interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) the Disposition (including the abandonment of intellectual property) of obsolete, uneconomic, negligible or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) the Disposition of any property or asset pursuant to any order of the Bankruptcy Court approving de minimis sales of assets, the sale of which shall not materially impair or diminish the value of the Collateral or any Credit Party’s financial condition, business or operations; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Guarantor; (e) the sale by the Borrower or its Subsidiaries of the Specified Assets; (f) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value of such assets do not, in the aggregate, exceed $5,000,000. Neither Borrower nor any of Borrower’s Subsidiaries will sell, transfer or otherwise dispose of Capital Stock of any of Borrower’s Subsidiaries. No Credit Party will discount, sell, pledge or assign any notes payable to it or future income except to the extent expressly permitted under the Loan Documents.

Limitation on Sales of Property. No Credit Party will The Borrower shall not, and shall not permit any other Restricted Person to, sell, transfer, lease, exchange exchange, alienate or dispose of any of its assets or properties property or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) in respect of Borrower, (or any Restricted Subsidiary that holds limited partnership units of an MLP), and in respect of ETP GP, ETP LLC, Regency GP or Regency LLC: (i) the Disposition sale of stock or other securities issued by a Restricted Subsidiary of a Restricted Person in order to qualify directors if required by applicable law, (ii) the sale of immaterial assets (other than stock or securities, including partnership units) in the abandonment ordinary course, (iii) the sale of intellectual propertylimited partnership units of an MLP, provided that with respect to this clause (iii) (A) no Default or Event of obsoleteDefault shall have occurred or be continuing or would result therefrom, uneconomic(B) the aggregate sale of limited partnership units of ETP from and after the Closing Date shall not exceed 25% of such units owned by the Borrower or of such units owned by its Restricted Subsidiaries as of such date and the aggregate sale of limited partnership units of Regency from and after the Closing Date shall not exceed 25% of such units owned by the Borrower or of such units owned by its Restricted Subsidiaries as of the Closing Date, negligible (C) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the Borrower shall be in compliance with Section 7.12, and (D) the Net Asset Sale Proceeds thereof shall be applied to prepay the Loans as contemplated by Section 2.05(b) and (iv) any Drop Down, provided that with respect to this clause (iv), the Net Asset Sale Proceeds thereof are applied to prepay the Loans as contemplated, and if required, by Section 2.05(b); (b) in respect of any Restricted Subsidiary of the Borrower, other than ETP GP, ETP LLC, Regency GP or worn out Regency LLC that owns operating assets acquired after the date of this Agreement, the following in respect of such operating assets: (i) equipment and other personal property and fixtures that are either (A) obsolete for their intended purposes and disposed of in the ordinary course of business; , or (bB) replaced by personal property or fixtures of comparable suitability owned by such Restricted Person free and clear of all Liens except Permitted Liens; (ii) inventory which is sold in the sale ordinary course of inventory business on ordinary trade terms; (iii) property sold or transferred by any Restricted Subsidiary to any other Restricted Subsidiary (so long as, if the transferor is a Guarantor, the transferee shall be a Guarantor); (iv) assignment of accounts receivable for collection purposes in the ordinary course of business; (v) property sold to comply with any divestment requirement imposed in connection with the approval of an acquisition under Xxxx-Xxxxx-Xxxxxx Act of 1976; (vi) sales, transfers or other dispositions of other property or issuances or sales of Equity Interests of any Restricted Subsidiary, in any case for fair consideration that are in the best interests of the Borrower not to exceed $10,000,000 on a cumulative basis, provided that immediately after giving effect to such proposed disposition no Default or Event of Default shall exist and be continuing; and (vii) sales, transfers or other dispositions of other property for cash that are in the best interests of the Borrower to any Person; provided that with respect to this clause (vii) (A) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (B) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the Borrower shall be in compliance with Section 7.12, (C) such sale, transfer or disposition is in exchange for other assets used by the Borrower or its Restricted Subsidiaries in the furtherance of their business, and (D) with respect to the amount of the Net Asset Sale Proceeds thereof are applied to prepay the Loans as contemplated by Section 2.05(b); (c) the Disposition of any property ETP GP may exchange all or asset pursuant to any order part of the Bankruptcy Court approving de minimis sales incentive distribution rights owned by it for limited partnership units of assets, the sale ETP of which shall not materially impair or diminish the less than substantially equivalent value as of the Collateral or any Credit Party’s financial condition, business or operationsdate of such exchange; (d) the sale ETP GP or issuance of Regency GP may relinquish incentive distribution rights in connection with any Subsidiary’s Capital Stock to the Borrower or any GuarantorDrop Down; (e) in connection with any Drop Down; provided that with respect to this clause (e), the sale Net Asset Sale Proceeds thereof are applied to prepay the Loans as contemplated, and if required, by the Borrower or its Subsidiaries of the Specified Assets;Section 2.05(b); and (f) Dispositions the Borrower may make Restricted Payments permitted by Section 7.05. Except as expressly permitted by this Section 7.04, in no event shall the Borrower sell, transfer, lease, exchange, alienate or dispose of Cash Equivalents its interests in the ordinary course of business in connection with the cash management activities of the Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromiseCompany, write down a Drop Down Entity, ETP GP, ETP LLC, Regency GP or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject Regency LLC nor permit ETP LLC to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value of such assets do not, in the aggregate, exceed $5,000,000. Neither Borrower nor any of Borrower’s Subsidiaries will sell, transfer transfer, lease, exchange, alienate or otherwise dispose of Capital Stock of any of Borrower’s Subsidiaries. No Credit Party will discount, its interests in ETP GP nor permit ETP GP to sell, pledge transfer, lease, exchange, alienate or assign any notes payable dispose of its interests in ETP nor permit Regency LLC to it sell, transfer, lease, exchange, alienate or future income except dispose of its interest in Regency GP nor permit Regency GP to the extent expressly permitted under the Loan Documents.sell, transfer, lease, exchange, alienate or dispose of its interests in Regency

Limitation on Sales of Property. No Credit Party Restricted Person will sell, transfer, lease, exchange exchange, alienate or dispose of any Collateral or any of its material assets or properties or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) equipment which is worthless or obsolete or no longer necessary or useful to the Disposition proper conduct of its business or which is replaced by equipment of equal suitability and value; (b) inventory (including the abandonment of intellectual propertypipeline linefill) of obsolete, uneconomic, negligible or worn out property which is sold in the ordinary course of business; (b) the sale of inventory in the business on ordinary course of businesstrade terms; (c) sales or transfers, subject to the Disposition Security Documents, by a Person (other than Borrower) that is a Subsidiary of any property a Restricted Person to such Restricted Person or asset pursuant to any order a Wholly Owned Subsidiary of the Bankruptcy Court approving de minimis sales of assets, the sale of which shall not materially impair or diminish the value of the Collateral or any Credit Party’s financial condition, business or operationssuch Restricted Person that is a Guarantor; (d) sale of the Houma facility and any or all of the pipeline and gathering assets located in Texas so long as (A) the purchase price paid to Borrower for such asset shall be no less than the fair market value of such asset at the time of such sale, (B) the purchase price for such asset shall be paid to Borrower solely in cash, and (C) the Net Cash Proceeds from any such sale or issuance of any Subsidiary’s Capital Stock shall be applied as set forth in Section 2.6(c), to the Borrower or any Guarantor;extent such Section requires a prepayment of the Loan from the proceeds of such sale; and (e) the sale of any other asset by the Borrower or its Subsidiaries of any Subsidiary so long as (A) the Specified Assets; (f) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the purchase price paid to Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of Subsidiary for such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets asset shall be no less than the fair market value of such asset at the time of such sale, (B) the purchase price for such asset shall be paid to Borrower or such Subsidiary solely in cash, (C) the aggregate purchase price paid to Borrower and all of its Subsidiaries for such asset and all other assets do not, in sold by Borrower and its Subsidiaries during the aggregate, same Fiscal Year pursuant to this clause (e) shall not exceed $5,000,0002,000,000, (D) the consent (not to be unreasonably withheld) of the Majority Lenders is obtained in connection with any such sale, and (E) the Net Cash Proceeds from any such sale shall be applied as set forth in Section 2.6(c), to the extent such Section requires a prepayment of the Loan from the proceeds of such sale. Neither Borrower nor any of Borrower’s Subsidiaries No Restricted Person will sell, transfer or otherwise dispose of Capital Stock capital stock of or interest in any of Borrower’s Subsidiaries. its Subsidiaries except to Borrower or a Wholly Owned Subsidiary of Borrower which shall pledge such capital stock or interest to the Collateral Agent for the benefit of the Lenders pursuant to Security Documents acceptable to the Collateral Agent.. No Credit Party Restricted Person will discount, sell, pledge or assign any notes payable to it it, accounts receivable or future income except income. So long as no Default then exists, Collateral Agent will, at Borrower's request and expense, execute a release, satisfactory to the extent expressly permitted under the Loan DocumentsBorrower and Collateral Agent, of any Collateral so sold, transferred, leased, exchanged, alienated or disposed of pursuant to this Section.

Limitation on Sales of Property. No Credit Party Restricted Person will sell, transfer, lease, exchange exchange, alienate or dispose of any of its material assets or properties or any material interest therein (including therein, or discount, sell, pledge or assign any stock notes payable to it, accounts receivable or other equity interests in any of its Subsidiaries) future income, except: (a) the Disposition (including the abandonment of intellectual property) of obsolete, uneconomic, negligible equipment which is worthless or obsolete or worn out property in the ordinary course of business, which is no longer used or useful in the conduct of its business or which is replaced by equipment of equal suitability and value; (b) the sale of inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of businessbusiness on ordinary trade terms; (c) receivables that are compromised or settled for less than the Disposition full amount thereof, discounted, or extended, in each case in the ordinary course of any property business so long as no Default or asset pursuant to any order Event of the Bankruptcy Court approving de minimis Default has occurred that is continuing; (d) sales of assets, the sale of property by Borrower to a Guarantor or by any Restricted Person to Borrower; (e) other properties which shall are sold for fair cash consideration during any Fiscal Year; provided that (i) such sales do not materially impair or diminish the value of the Collateral or any Credit PartyBorrower’s Consolidated financial condition, business or operations; , (dii) the sale or issuance purchase price for any such properties shall be paid to the applicable Restricted Person solely in cash, (iii) Borrower shall have complied with Section 2.9(d), (iv) Borrower shall immediately use the Net Cash Proceeds of any Subsidiary’s Capital Stock such sale to reduce any Borrowing Base Deficiency after giving effect to such sale and, in the Borrower or any Guarantor; (e) event that such Net Cash Proceeds shall not be sufficient to eliminate such Borrowing Base Deficiency, the sale by the Borrower or its Subsidiaries of the Specified Assets;such properties shall not be permitted and the Liens on such properties shall not be released, and (v) Borrower shall deliver to Administrative Agent a certificate (in form and detail satisfactory to Administrative Agent) signed by a Responsible Officer of Borrower describing the proposed sale and certifying that no Default or Event of Default has occurred and that is continuing on the date thereof or would result from the making of such proposed sale; and (f) Dispositions farmouts of Cash Equivalents in the ordinary course of business undeveloped acreage to which no Proved Reserves are properly attributed and assignments in connection with the cash management activities of the Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lendersfarmouts. (n) Dispositions of assets the fair market value of such assets do not, in the aggregate, exceed $5,000,000. Neither Borrower nor any of Borrower’s Subsidiaries will sell, transfer or otherwise dispose of Capital Stock of any of Borrower’s Subsidiaries. No Credit Party will discount, sell, pledge or assign any notes payable to it or future income except to the extent expressly permitted under the Loan Documents.

Limitation on Sales of Property. No Credit Party Restricted Person will sell, transfer, lease, exchange exchange, alienate or dispose of any of its assets or properties property or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) in respect of Borrower, (or any Restricted Subsidiary that holds limited partnership units of an MLP), and in respect of ETP GP, ETP LLC, Regency GP or Regency LLC: (i) the Disposition sale of stock or other securities issued by a Restricted Subsidiary of a Restricted Person in order to qualify directors if required by applicable law, (ii) the sale of immaterial assets (other than stock or securities, including partnership units) in the abandonment ordinary course, (iii) the sale, transfer, lease, exchange, alienation or disposal of intellectual propertyEquity Interests contemplated by the Restructuring Transactions, and (iv) the sale of obsoletelimited partnership units of an MLP; provided that with respect to this clause (iv) (A) no Default or Event of Default shall have occurred or be continuing or would result therefrom, uneconomic(B) the aggregate sale of limited partnership units of ETP from and after July 13, negligible 2006 shall not exceed 25% of such units owed by the Borrower or worn out its Restricted Subsidiaries as of such date and the aggregate sale of limited partnership units of Regency from and after the Closing Date shall not exceed 25% of such units owed by the Borrower or its Restricted Subsidiaries as of the Closing Date, (C) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the Borrower shall be in compliance with Section 7.12, and (D) the Net Asset Sale Proceeds thereof shall be applied pursuant to Section 2.06(b), to the extent required by such Section; and (b) in respect of any Restricted Subsidiary of the Borrower, other than ETP GP, ETP LLC, Regency GP or Regency LLC, that owns operating assets acquired after the date of this Agreement, the following in respect of such operating assets: (i) equipment and other personal property and fixtures that are either (A) obsolete for their intended purposes and disposed of in the ordinary course of business; , or (bB) replaced by personal property or fixtures of comparable suitability owned by such Restricted Person free and clear of all Liens except Permitted Liens; (ii) inventory which is sold in the sale ordinary course of inventory business on ordinary trade terms; (iii) property sold or transferred by any Restricted Subsidiary to any other Restricted Subsidiary (so long as if the transferor is a Guarantor, the transferee shall be a Guarantor); (iv) property subject to a Sale and Lease-Back Transaction with respect to which the Attributable Debt and Liens are permitted by the provisions of this Agreement; (v) assignment of accounts receivable for collection purposes in the ordinary course of business; ; (cvi) property sold to comply with any divestment requirement imposed in connection with the Disposition approval of an acquisition under Xxxx-Xxxxx-Xxxxxx Act of 1976; (vii) sales, transfers or other dispositions of other property or issuances or sales of Equity Interests of any Restricted Subsidiary, in any case for fair consideration that are in the best interests of the Borrower not to exceed $10,000,000 on a cumulative basis, provided that immediately after giving effect to such proposed disposition no Default or Event of Default shall exist and be continuing and (viii) sales, transfers or other dispositions of other property or asset pursuant for fair consideration that are in the best interests of the Borrower to any order Person; provided that with respect to this clause (viii) (A) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (B) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the Bankruptcy Court approving de minimis sales of assetstest period most recently ended, the sale of which Borrower shall not materially impair be in compliance with Section 7.12, (C) such sale, transfer or diminish the value of the Collateral or any Credit Party’s financial condition, business or operations; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Guarantor; (e) the sale disposition is in exchange for other assets used by the Borrower or its Restricted Subsidiaries of the Specified Assets; (f) Dispositions of Cash Equivalents in the ordinary course furtherance of business in connection with the cash management activities of the Borrower their business, and its Subsidiaries; (gD) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions amount of the Capital Stock proceeds of such sale, transfer or disposition (other than such assets received in exchange), net of customary costs of sale (in this paragraph, the “Proceeds”), (x) such Proceeds are applied within 12 months to the purchase of other assets used by the Borrower or its Restricted Subsidiaries in the furtherance of their business or (y) the Commitments are permanently reduced within 12 months by the amount of any Joint Venture such Proceeds not so applied to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value purchase of such assets do not, used by the Borrower or its Restricted Subsidiaries in the aggregate, exceed $5,000,000furtherance of their business. Neither In no event shall the Borrower nor any of Borrower’s Subsidiaries will sell, transfer transfer, lease, exchange, alienate or otherwise dispose of Capital Stock its interests in ETP GP, ETP LLC, Regency GP or Regency LLC nor permit ETP LLC to sell, transfer, lease, exchange, alienate or dispose of its interests in ETP GP nor permit ETP GP to sell, transfer, lease, exchange, alienate or dispose of its interests in ETP nor permit Regency LLC to sell, transfer, lease, exchange, alienate or dispose of its interest in Regency GP nor permit Regency GP to sell, transfer, lease, exchange, alienate or dispose of its interests in Regency. If proceeds of any of Borrower’s Subsidiaries. No Credit Party will discountExtension have been used to purchase or carry margin stock (as those terms are used in the Margin Regulations), the Borrower shall not sell, pledge transfer, lease, exchange, alienate or assign dispose of any notes payable Collateral unless the Borrower and the Administrative Agent shall have determined that, after giving effect to it any withdrawal or future income except to substitution of such Collateral, all Credit Extensions comply with the extent expressly permitted under the Loan DocumentsMargin Regulations.

Limitation on Sales of Property. No Credit Party Restricted Person will ------------------------------- sell, transfer, lease, exchange exchange, alienate or dispose of any Collateral or any of its material assets or properties or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) equipment which is worthless or obsolete or no longer necessary or useful to the Disposition proper conduct of its business or which is replaced by equipment of equal suitability and value; (b) inventory (including the abandonment of intellectual propertypipeline linefill) of obsolete, uneconomic, negligible or worn out property which is sold in the ordinary course of business; (b) the sale of inventory in the business on ordinary course of businesstrade terms; (c) in other property which is sold for fair consideration not in the Disposition of any property or asset pursuant to any order aggregate in excess of the Bankruptcy Court approving de minimis sales Dollar Equivalent of assets$10,000,000 in any Fiscal Year, the sale of which shall will not materially impair or diminish the value of the Collateral or any Credit Party’s Restricted Person's financial condition, business or operations;; and (d) the sale sales or issuance of any Subsidiary’s Capital Stock transfers, subject to the Borrower Security Documents, by a Person (other than Borrower) that is a Subsidiary of a Restricted Person to such Restricted Person or any Guarantor; (e) the sale by the Borrower or its Subsidiaries of the Specified Assets; (f) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds Wholly Owned Subsidiary of such Recovery Event or (ii) to Restricted Person that is a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value of such assets do not, in the aggregate, exceed $5,000,000Guarantor. Neither Borrower nor any of Borrower’s Subsidiaries No Restricted Person will sell, transfer or otherwise dispose of Capital Stock capital stock of or interest in any of its Subsidiaries except to Plains MLP or a Wholly Owned Subsidiary of Plains MLP; provided, in the event any limited partner interests issued by Plains Marketing Canada, L.P. to CanPet Energy Group (USA), Inc. or CanPet Energy Group Inc. pursuant to Section 7.4 are exchanged for units issued by Plains MLP, Lenders hereby consent to the contribution by Plains MLP to Borrower of any of Borrower’s Subsidiariesand all such partnership interests. No Credit Party Restricted Person will discount, sell, pledge or assign any notes payable to it it, accounts receivable or future income except income. So long as no Default then exists, Administrative Agent will, at Borrower's request and expense, execute a release, satisfactory to Borrower and Administrative Agent, of any Collateral so sold, transferred, leased, exchanged, alienated or disposed of pursuant to the extent expressly permitted under the Loan Documentsclause (a) or (c) of this Section.

Limitation on Sales of Property. No Credit Party will The Borrower shall not, and shall not permit any other Restricted Person to, sell, transfer, lease, exchange exchange, alienate or dispose of any of its assets or properties property or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) in respect of Borrower, (or any Restricted Subsidiary that holds limited partnership units of an MLP), and in respect of ETP GP, ETP LLC, Regency GP or Regency LLC: (i) the Disposition sale of stock or other securities issued by a Restricted Subsidiary of a Restricted Person in order to qualify directors if required by applicable law, (ii) the sale of immaterial assets (other than stock or securities, including partnership units) in the abandonment ordinary course, (iii) the sale of intellectual propertylimited partnership units of an MLP or Equity Interests of the Company held directly or indirectly by the Borrower, provided that with respect to this clause (iii) (A) no Default or Event of obsoleteDefault shall have occurred or be continuing or would result therefrom, uneconomic(B)(1) the aggregate sale of limited partnership units of ETP from and after the Funding Date shall not exceed 25% of such units owned by the Borrower or of such units owned by its Restricted Subsidiaries as of such date, negligible (2) the aggregate sale of Equity Interests of the Company held directly or worn out indirectly by the Borrower from and after the Funding Date shall not exceed 50% of such Equity Interests held directly or indirectly by the Borrower as of such date and (3) the aggregate sale of limited partnership units of Regency from and after the Funding Date shall not exceed 25% of such units owned by the Borrower or of such units owned by its Restricted Subsidiaries as of the Funding Date, (C) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the Borrower shall be in compliance with Section 7.12, and (D) the Net Asset Sale Proceeds thereof in excess of $25,000,000 shall be applied to prepay the Loans as contemplated by Section 2.05(b) and (iv) any Drop Down, provided that with respect to this clause (iv), the Net Asset Sale Proceeds thereof in excess of $25,000,000 are applied to prepay the Loans as contemplated, and if required, by Section 2.05(b); (b) in respect of any Restricted Subsidiary of the Borrower, other than ETP GP, ETP LLC, Regency GP or Regency LLC that owns operating assets acquired after the date of this Agreement, the following in respect of such operating assets: (i) equipment and other personal property and fixtures that are either (A) obsolete for their intended purposes and disposed of in the ordinary course of business; , or (bB) replaced by personal property or fixtures of comparable suitability owned by such Restricted Person free and clear of all Liens except Permitted Liens; (ii) inventory which is sold in the sale ordinary course of inventory business on ordinary trade terms; (iii) property sold or transferred by any Restricted Subsidiary to any other Restricted Subsidiary (so long as, if the transferor is a Guarantor, the transferee shall be a Guarantor); (iv) assignment of accounts receivable for collection purposes in the ordinary course of business; (v) property sold to comply with any divestment requirement imposed in connection with the approval of an acquisition under Xxxx-Xxxxx-Xxxxxx Act of 1976; (vi) sales, transfers or other dispositions of other property or issuances or sales of Equity Interests of any Restricted Subsidiary, in any case for fair consideration that are in the best interests of the Borrower not to exceed $10,000,000 on a cumulative basis, provided that immediately after giving effect to such proposed disposition no Default or Event of Default shall exist and be continuing; and (vii) sales, transfers or other dispositions of other property for cash that are in the best interests of the Borrower to any Person; provided that with respect to this clause (vii) (A) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (B) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the Borrower shall be in compliance with Section 7.12, (C) such sale, transfer or disposition is in exchange for other assets used by the Borrower or its Restricted Subsidiaries in the furtherance of their business, and (D) with respect to the amount of the Net Asset Sale Proceeds thereof in excess of $25,000,000 are applied to prepay the Loans as contemplated by Section 2.05(b); (c) the Disposition of any property ETP GP may exchange all or asset pursuant to any order part of the Bankruptcy Court approving de minimis sales incentive distribution rights owned by it for limited partnership units of assets, the sale ETP of which shall not materially impair or diminish the less than substantially equivalent value as of the Collateral or any Credit Party’s financial condition, business or operationsdate of such exchange; (d) the sale ETP GP or issuance of Regency GP may relinquish incentive distribution rights in connection with any Subsidiary’s Capital Stock to the Borrower or any GuarantorDrop Down; (e) in connection with any Drop Down; provided that with respect to this clause (e), the sale Net Asset Sale Proceeds thereof are applied to prepay the Loans as contemplated, and if required, by the Borrower or its Subsidiaries of the Specified Assets;Section 2.05(b); and (f) Dispositions the Borrower may make Restricted Payments permitted by Section 7.05. Except as expressly permitted by this Section 7.04, in no event shall the Borrower sell, transfer, lease, exchange, alienate or dispose of Cash Equivalents its interests in the ordinary course of business in connection with the cash management activities of the Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromiseCompany, write down a Drop Down Entity, ETP GP, ETP LLC, Regency GP or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject Regency LLC nor permit ETP LLC to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value of such assets do not, in the aggregate, exceed $5,000,000. Neither Borrower nor any of Borrower’s Subsidiaries will sell, transfer transfer, lease, exchange, alienate or otherwise dispose of Capital Stock of any of Borrower’s Subsidiaries. No Credit Party will discount, its interests in ETP GP nor permit ETP GP to sell, pledge transfer, lease, exchange, alienate or assign any notes payable dispose of its interests in ETP nor permit Regency LLC to it sell, transfer, lease, exchange, alienate or future income except dispose of its interest in Regency GP nor permit Regency GP to the extent expressly permitted under the Loan Documentssell, transfer, lease, exchange, alienate or dispose of its interests in Regency.

Limitation on Sales of Property. No Credit Party Restricted Person will sell, transfer, lease, exchange exchange, alienate or dispose of any of its assets or properties property or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) in respect of Borrower, ETP GP or ETP LLC: (i) the Disposition sale of stock or other securities issued by a Restricted Subsidiary of a Restricted Person in order to qualify directors if required by applicable law, (ii) the sale of immaterial assets (other than stock or securities, including partnership units) in the abandonment ordinary course, and (iii) the sale of intellectual propertylimited partnership units of ETP, provided that (A) no Default or Event of obsoleteDefault shall have occurred or be continuing or would result therefrom, uneconomic(B) the aggregate sale of such units from and after the Closing Date shall not exceed 25% of such units owed by the Borrower as of the Closing Date, negligible (C) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the Borrower shall be in compliance with Section 7.12 and (D) the Net Asset Sale Proceeds thereof shall be applied pursuant to Section 2.06(b), to the extent required by such Section; and (b) in respect of any Restricted Subsidiary of the Borrower, other than ETP GP or worn out ETP LLC, that owns operating assets acquired after the date of this Agreement, the following in respect of such operating assets: (i) equipment and other personal property and fixtures that are either (A) obsolete for their intended purposes and disposed of in the ordinary course of business; , or (bB) replaced by personal property or fixtures of comparable suitability owned by such Restricted Person free and clear of all Liens except Permitted Liens; (ii) inventory which is sold in the sale ordinary course of inventory business on ordinary trade terms; (iii) property sold or transferred by any Restricted Subsidiary to any other Restricted Subsidiary (so long as if the transferor is a Guarantor, the transferee shall be a Guarantor); (iv) property subject to a Sale and Lease-Back Transaction with respect to which the Attributable Debt and Liens are permitted by the provisions of this Agreement; (v) assignment of accounts receivable for collection purposes in the ordinary course of business; ; (cvi) property sold to comply with any divestment requirement imposed in connection with the Disposition approval of an acquisition under Xxxx-Xxxxx-Xxxxxx Act of 1976; (vii) sales, transfers or other dispositions of other property or issuances or sales of Equity Interests of any Restricted Subsidiary, in any case for fair consideration that are in the best interests of the Borrower not to exceed $10,000,000 on a cumulative basis, provided that immediately after giving effect to such proposed disposition no Default or Event of Default shall exist and be continuing and (viii) sales, transfers or other dispositions of other property or asset pursuant for fair consideration that are in the best interests of the Borrower to any order Person; provided that with respect to this clause (viii) (A) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (B) after giving effect to such sale on a pro forma basis as if it had occurred on the first day of the Bankruptcy Court approving de minimis sales of assetstest period most recently ended, the sale of which Borrower shall not materially impair be in compliance with Section 7.12, (C) such sale, transfer or diminish the value of the Collateral or any Credit Party’s financial condition, business or operations; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Guarantor; (e) the sale disposition is in exchange for other assets used by the Borrower or its Restricted Subsidiaries of the Specified Assets; (f) Dispositions of Cash Equivalents in the ordinary course furtherance of business in connection with the cash management activities of the Borrower their business, and its Subsidiaries; (gD) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions amount of the Capital Stock proceeds of such sale, transfer or disposition (other than such assets received in exchange), net of customary costs of sale (in this paragraph, the “Proceeds”), (x) such Proceeds are applied within 12 months to the purchase of other assets used by the Borrower or its Restricted Subsidiaries in the furtherance of their business or (y) the Commitments are permanently reduced within 12 months by the amount of any Joint Venture such Proceeds not so applied to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value purchase of such assets do not, used by the Borrower or its Restricted Subsidiaries in the aggregate, exceed $5,000,000furtherance of their business. Neither In no event shall the Borrower nor any of Borrower’s Subsidiaries will sell, transfer transfer, lease, exchange, alienate or otherwise dispose of Capital Stock of any of Borrower’s Subsidiaries. No Credit Party will discount, its interests in ETP GP or ETP LLC nor permit ETP LLC to sell, pledge transfer, lease, exchange, alienate or assign any notes payable dispose of its interests in ETP GP nor permit ETP GP to it sell, transfer, lease, exchange, alienate or future income except to the extent expressly permitted under the Loan Documentsdispose of its interests in ETP.

Limitation on Sales of Property. No Credit Party Restricted Person will sell, transfer, lease, exchange exchange, alienate or dispose of any Collateral or any of its material assets or properties or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) equipment which is worthless or obsolete or no longer necessary or useful to the Disposition proper conduct of its business or which is replaced by equipment of equal suitability and value; (b) inventory (including the abandonment of intellectual propertypipeline linefill) of obsolete, uneconomic, negligible or worn out property which is sold in the ordinary course of business; (b) the sale of inventory in the business on ordinary course of businesstrade terms; (c) sales or transfers, subject to the Disposition Security Documents, by a Person (other than Borrower) that is a Subsidiary of any property a Restricted Person to such Restricted Person or asset pursuant to any order a Wholly Owned Subsidiary of the Bankruptcy Court approving de minimis sales of assets, the sale of which shall not materially impair or diminish the value of the Collateral or any Credit Party’s financial condition, business or operationssuch Restricted Person that is a Guarantor; (d) the sale or issuance of any Subsidiary’s Capital Stock or all of the real and personal property associated with the Texas System between and including Neches, Texas and Gate Plant D located on the Pierce Junction to Webster segment in Houston, Texas, incluxxxx xny gathering xx xxxxch lines extending from the trunk lines so long as (A) the purchase price paid to Borrower or for such asset shall be no less than the fair market value of such asset at the time of such sale, (B) the purchase price for such asset shall be paid to Borrower solely in cash, and (C) the Net Cash Proceeds from any Guarantor;such sale shall be applied as set forth in Section 2.6(c); and (e) the sale of any other asset by the Borrower or its Subsidiaries of any Subsidiary so long as (A) the Specified Assets; (f) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the purchase price paid to Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of Subsidiary for such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets asset shall be no less than the fair market value of such asset at the time of such sale, (B) the purchase price for such asset shall be paid to Borrower or such Subsidiary solely in cash, (C) the aggregate purchase price paid to Borrower and all of its Subsidiaries for such asset and all other assets do not, in sold by Borrower and its Subsidiaries during the aggregate, same Fiscal Year pursuant to this clause (e) shall not exceed $5,000,0002,000,000, (D) the consent (not to be unreasonably withheld) of the Majority Lenders is obtained in connection with any such sale, and (E) the Net Cash Proceeds from any such sale shall be applied as set forth in Section 2.6(c). Neither Borrower nor any of Borrower’s Subsidiaries No Restricted Person will sell, transfer or otherwise dispose of Capital Stock capital stock of or interest in any of Borrower’s Subsidiaries. its Subsidiaries except to Borrower or a Wholly Owned Subsidiary of Borrower which shall pledge such capital stock or interest to the Collateral Agent for the benefit of the Lenders pursuant to Security Documents acceptable to the Collateral Agent.. No Credit Party Restricted Person will discount, sell, pledge or assign any notes payable to it it, accounts receivable or future income except income. So long as no Default then exists, Collateral Agent will, at Borrower's request and expense, execute a release, satisfactory to the extent expressly permitted under the Loan DocumentsBorrower and Collateral Agent, of any Collateral so sold, transferred, leased, exchanged, alienated or disposed of pursuant to this Section.

Limitation on Sales of Property. No Credit Party Restricted Person will sell, transfer, lease, exchange exchange, alienate or dispose of any of its material assets or properties or any material interest therein (including therein, or discount, sell, pledge or assign any stock notes payable to it, accounts receivable or other equity interests in any of its Subsidiaries) future income, except: (a) the Disposition (including the abandonment of intellectual property) of obsolete, uneconomic, negligible equipment which is worthless or obsolete or worn out property in the ordinary course of business, which is no longer used or useful in the conduct of its business or which is replaced by equipment of equal suitability and value; (b) the sale of inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of businessbusiness on ordinary trade terms; (c) receivables that are compromised or settled for less than the Disposition full amount thereof, discounted, or extended, in each case in the ordinary course of any property business so long as no Default or asset pursuant to any order Event of the Bankruptcy Court approving de minimis Default has occurred that is continuing; (d) sales of assetsproperty by Borrower to a Guarantor or by any Restricted Person to Borrower; (e) following the BB Activation Date, the sale of other properties to which shall Proved Reserves are properly attributed and which are sold for fair cash consideration during any Fiscal Year; provided that (i) such sales do not materially impair or diminish the value of the Collateral or any Credit PartyBorrower’s Consolidated financial condition, business or operations; , (dii) the sale or issuance purchase price for any such properties shall be paid to the applicable Restricted Person solely in cash, (iii) Borrower shall have complied with Section 2.9(d), (iv) Borrower shall immediately use the Net Cash Proceeds of any Subsidiary’s Capital Stock such sale to reduce any Borrowing Base Deficiency after giving effect to such sale and, in the Borrower or any Guarantor; (e) event that such Net Cash Proceeds shall not be sufficient to eliminate such Borrowing Base Deficiency, the sale by the Borrower or its Subsidiaries of the Specified Assets;such properties shall not be permitted and the Liens on such properties shall not be released, and (v) Borrower shall deliver to Administrative Agent a certificate (in form and detail satisfactory to Administrative Agent) signed by a Responsible Officer of Borrower describing the proposed sale and certifying that no Default or Event of Default has occurred and that is continuing on the date thereof or would result from the making of such proposed sale; and (f) Dispositions farmouts of Cash Equivalents in the ordinary course of business undeveloped acreage to which no Proved Reserves are properly attributed and assignments in connection with such farmouts; provided that until the cash management activities of the Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromiseBB Activation Date, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation; (j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture farmouts shall only be permitted to the extent required by the terms of customary buy/sell type arrangements they are entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a long-term development joint venture with a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets pursuant to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value a material portion of such assets do nottransaction is earned over time. No Restricted Person will abandon or consent to the abandonment of, any oil or gas well constituting Collateral, so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which it would, in such Restricted Person’s reasonable judgment, be commercially feasible to conduct) of producing oil, gas, or other hydrocarbons or other minerals in commercial quantities (as determined without considering the aggregate, exceed $5,000,000. Neither Borrower nor any of Borrower’s Subsidiaries will sell, transfer or otherwise dispose of Capital Stock effect of any of Borrower’s SubsidiariesSecurity Document). No Credit Party Restricted Person will discountelect not to participate in a proposed operation on any Oil and Gas Property constituting Collateral where the effect of such election would be the forfeiture either temporarily (e.g., sell, pledge until a certain sum of money is received out of the forfeited interest) or assign permanently of any notes payable to it or future income except to interest in the extent expressly permitted under the Loan DocumentsCollateral.

Limitation on Sales of Property. No Credit Party Restricted Person will sell, transfer, lease, exchange exchange, alienate or dispose of any Collateral or any of its material assets or properties or any material interest therein (including any stock or other equity interests in any of its Subsidiaries) except: (a) equipment which is worthless or obsolete or no longer necessary or useful to the Disposition proper conduct of its business or which is replaced by equipment of equal suitability and value; (b) inventory (including the abandonment of intellectual propertypipeline linefill) of obsolete, uneconomic, negligible or worn out property which is sold in the ordinary course of business; (b) the sale of inventory in the business on ordinary course of businesstrade terms; (c) in other property which is sold for fair consideration not in the Disposition of any property or asset pursuant to any order aggregate in excess of the Bankruptcy Court approving de minimis sales Dollar Equivalent of assets$10,000,000 in any Fiscal Year, the sale of which shall will not materially impair or diminish the value of the Collateral or any Credit Party’s Restricted Person's financial condition, business or operations; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Guarantor; (e) the sale by the Borrower or its Subsidiaries of the Specified Assets; (f) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the Borrower and its Subsidiaries; (g) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; exchange for other property; provided that (i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or exchange is for fair consideration, (ii) the property to be acquired in such exchange constitutes a Governmental Authority as a result of condemnation; Permitted Acquisition, (jiii) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries; (k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay; (l) Dispositions of assets to effect Investments permitted under Section 6.7; (m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders. (n) Dispositions of assets the fair market value of such assets do not, property being exchanged is not in the aggregateaggregate in excess of the Dollar Equivalent of $25,000,000 in any Fiscal Year, exceed as reasonably determined by Borrower (any such determination in excess of $5,000,00010,000,000 being determined in good faith by certified resolution of the board of directors of the corporate general partner of Borrower and subject to, at Administrative Agent's reasonable request, confirmation by appraisal), and (iv) such exchange will not materially impair or diminish the value of the Collateral or any Restricted Person's financial condition, business or operations; and (e) sales or transfers, subject to the Security Documents, by a Person (other than Borrower) that is a Subsidiary of a Restricted Person to such Restricted Person or to a Wholly Owned Subsidiary of such Restricted Person that is a Guarantor. Neither Borrower nor any of Borrower’s Subsidiaries No Restricted Person will sell, transfer or otherwise dispose of Capital Stock capital stock of or interest in any of its Subsidiaries except (i) to Plains MLP or a Wholly Owned Subsidiary of Plains MLP or (ii) to any other Person pursuant or incidental to, or in connection with, any contemporaneous or substantially contemporaneous Permitted Acquisition, provided that such Subsidiary whose capital stock or interests are being transferred (1) is not Borrower, Guarantor or a Wholly Owned Subsidiary of Plains MLP, other than a Wholly Owned Subsidiary that was formed, acquired or created solely for purposes of such acquisition or otherwise conducted no operations and owned no assets, other than of an inconsequential amount and (2) does not own any Collateral; provided, in the event any limited partner interests issued by Plains Marketing Canada, L.P. to CanPet Energy Group (USA), Inc. or CanPet Energy Group Inc. pursuant to Section 7.4 are exchanged for units issued by Plains MLP, Lenders hereby consent to the contribution by Plains MLP to Borrower of any of Borrower’s Subsidiariesand all such partnership interests. No Credit Party Restricted Person will discount, sell, pledge or assign any notes payable to it it, accounts receivable or future income except income. So long as no Default then exists, Administrative Agent will, at Borrower's request and expense, execute a release, satisfactory to Borrower and Administrative Agent, of any Collateral so sold, transferred, leased, exchanged, alienated or disposed of pursuant to the extent expressly permitted under the Loan Documentsclause (a), (c) or (d) of this Section.