Common use of Sale of Properties Clause in Contracts

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower Parent Guarantor will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage acreage, zones or depths and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower Parent Guarantor or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor other similar Oil and Gas Properties, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Parent Guarantor and, if requested by the Administrative Agent, the Borrower Parent Guarantor shall deliver a certificate of a Responsible Officer of the Borrower Parent Guarantor certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property (including farm-outs under Section 9.11(b)) or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of ten percent (as determined by 10%) of the Administrative Agent)then effective Borrowing Base, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base (and prior to the Borrowing Base Equalization Date, the Conforming Borrowing Base) shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the allocated value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report Borrowing Base and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a9.11(a) to (d) having a fair market value not to exceed $250,000 10,000,000 during any 126-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (other than to the Borrower or a Guarantor) except for: : (a) the sale of Hydrocarbons in the ordinary course of business; , and the sale or other transfer in the ordinary course of business of Oil and Gas Properties (or interests therein) to which no proved reserves or oil or gas are attributed; (b) farmouts of undeveloped acreage or depths and assignments in connection with such farmouts; farmouts and reassignments of Oil and Gas Property to a farmor upon expiration or termination of a farmout; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales provided no Event of Default has occurred and is continuing or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Propertieswould result therefrom, Asset Dispositions; provided that (i) 100% of the consideration received in respect of such sale or other disposition Asset Disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Property disposed (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), and (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000applicable, the Borrowing Base shall be reduced, effective immediately upon such sale or dispositionAsset Disposition in accordance with Section 2.07(e)(i), by and if any Borrowing Base Deficiency shall result from such reduction, Borrower shall immediately prepay the Loans outstanding hereunder in an amount equal sufficient to the value, if any, assigned eliminate such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such SubsidiaryBorrowing Base Deficiency; and and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 1,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors other Loan Party to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property (including the Liquidation of any Swap Agreement) except for: : (a) the sale of Hydrocarbons and the lease of Oil and Gas Properties, in each case in the ordinary course of business; ; (b) farmouts in the ordinary course of business of Oil and Gas Properties consisting solely of undeveloped acreage or undrilled depths to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts; farmouts or the abandonment, farmout, trade, exchange, lease, sublease or other Disposition in the ordinary course of business of Oil and Gas Properties not containing proved reserves and which are not included in the most recently delivered Reserve Report; (c) the sale or transfer Disposition of equipment that is no longer necessary for the business of the Borrower or any such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; ; (d) sales the (i) Disposition, other than as provided in clauses (a) through (c), of any Oil and Gas Property or other dispositions (excluding Casualty Events) of any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidation of any interest therein or Subsidiaries owning Oil and Gas PropertiesSwap Agreement; provided that (iA) 10075% of the consideration received in respect of such sale Disposition or other disposition Liquidation shall be cash and Cash Equivalents, or, solely with respect to Liquidations, other Swap Agreements permitted by Section 9.18; provided that, with respect to any Disposition, notwithstanding the foregoing requirement of this clause (A) (but, for the avoidance of doubt, subject to the other terms and conditions of this Section 9.12(d)), the Borrower and/or publicly traded securitiesits Restricted Subsidiaries may exchange Hydrocarbon Interests for other Hydrocarbon Interests with the same or better reserve classification, reserve characteristics, reserve lives and decline profiles so long as (1) the aggregate Borrowing Base value, as determined by the Administrative Agent, of all proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries exchanged for such other proved Oil and Gas Properties during any period between two successive Scheduled Redeterminations does not exceed two percent (2%) of the Borrowing Base then in effect, (ii2) to the extent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, after the consummation of such Disposition(s), the Borrower shall have received net cash proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency pursuant to Section 3.04(c)(iii), and (3) substantially contemporaneously with the closing of any such exchange, the Borrower or the applicable Restricted Subsidiary shall, to the extent the Borrower is not then in compliance with Section 8.13, provide title information reasonably requested by the Administrative Agent with respect to, and, to the extent the Borrower is not then in compliance with Section 8.14, grant a first-priority Lien (provided that Excepted Liens of the type described in clauses (a), (b), (c), (d), and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on, any proved Oil and Gas Properties acquired in such exchange pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes; (B) the consideration received in respect of such sale Disposition or other disposition Liquidation shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein therein, Restricted Subsidiary or Subsidiary Swap Agreement, as applicable, subject of such sale Disposition or other disposition (Liquidation as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), Borrower; (iiiC) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale Disposition or dispositionLiquidation, by an amount equal and to the value, if any, assigned such Property as determined extent required by the Required Lenders assigned such Property in the most recently delivered Reserve Report Section 2.07(e); and (ivD) if any such sale or other disposition Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Restricted Subsidiary; and ; (e) sales and other dispositions transfers of Properties from (i) the Borrower and/or its Restricted Subsidiaries to the Borrower and/or any Guarantor; provided that after giving effect thereto, the Loan Parties are in compliance with Section 8.14 without giving effect to any grace periods or times for compliance set forth in such section and (ii) any Restricted Subsidiary that is not regulated a Guarantor to any other Restricted Subsidiary that is not a Guarantor; (f) Casualty Events; (g) Dispositions of the non-cash portion of consideration (other than any Oil and Gas Properties) received for any Disposition permitted by this Section 9.12; provided that the consideration received in respect of such Disposition shall be cash or Cash Equivalents and for fair market value; (h) Restricted Payments permitted by Section 9.12(a9.04 and Investments permitted by Section 9.05; (i) to [Reserved]; and (dj) Sales, transfers, leases and Dispositions of Properties (other than (i) Dispositions of any Oil and Gas Properties or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidations of Swap Agreements) having a fair market value not to exceed the greater of (x) $250,000 10,000,000 and (y) 7.5% of the then-effective Borrowing Base during any 12-month period. The Borrower will not, and will not permit any Restricted Subsidiary, to sell, grant, issue or otherwise enter into any Production Payment and Reserve Sales, volumetric production payments, drillcos and other similar synthetic financings, or otherwise Dispose of Hydrocarbons in place that would require the Borrower or its Restricted Subsidiaries to deliver Hydrocarbons at some future time without then or thereafter receiving full prepayment therefor, which collectively provides consideration or is in an aggregate amount that exceeds $1,000,000.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 2,500,000 during any 12-month period.

Sale of Properties. The Parent and the Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property or any interest in any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Parent, the Borrower or such any Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; and (e) sales or other dispositions (excluding including Casualty EventsEvents and dispositions resulting from the exercise of eminent domain, condemnation or nationalization) of Oil and Gas Properties or any interest therein or all of the Equity Interests in Restricted Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties (or Oil and Gas Properties of such Restricted Subsidiaries) included in the most recently delivered Reserve Report during any period between two successive Scheduled regularly scheduled Redetermination Dates has have a fair market value Fair Market Value (as determined by the Administrative Agent), individually or in the aggregate) that, when aggregated with (i) the value attributed to all title defects with respect to Borrowing Base Properties identified during such period and (ii) the net reduction (determined in excess accordance with Section 5.17) in the value attributable to the Credit Party’s Swap Agreements during such period, exceeds five percent (5%) of $5,000,000the Borrowing Base then in effect, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by reduced in an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in good faith in determining the most recently delivered Reserve Report Borrowing Base then in effect; and (iv) provided, further, that if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary. To determine the amount by which the Borrowing Base shall be adjusted, the Parent or the Borrower shall give the Administrative Agent and the Lenders notice of the proposed sale or other disposition not less than 10 days prior to the date of the proposed sale or other disposition. The Administrative Agent shall, in good faith and utilizing the Reserve Reports and other data, reports and information delivered in connection with the most recent redetermination of the Borrowing Base (or the initial determination, as applicable), propose to the Lenders a reduction to the Borrowing Base in accordance with the standards set forth in Section 2.04. Thereafter, the Lenders shall have five days to approve or object to such proposed amount; and (e) sales any failure to object shall be deemed to be an approval. In the event there is no approval or deemed approval, the Administrative Agent shall poll the Lenders to ascertain the smallest reduction to the Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders for purposes of this Section 6.13 and other dispositions such amount shall then be the allocated value of Properties not regulated by Section 9.12(a) the Property subject to (d) having a fair market value not to exceed $250,000 during any 12-month periodsuch sale or disposition.

Sale of Properties. The Each of the Parent and the Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is obsolete, worn out or no longer necessary or useful for the business of the Parent, the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions the Disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary (other than the Borrower) owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors (or equivalent body) of the Borrower Parent or the Borrower, as applicable, and, if requested by the Administrative Agent, the Parent and the Borrower shall deliver a certificate of a Responsible Officer of the Borrower Parent and the Bororwer certifying to that effect), (iii) if such sale or other disposition Disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or dispositionDisposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition Disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions Dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 5,000,000 during any 12-month period; (f) dispositions of Cash and Investments described in Sections 9.05(c), (d), (e) and (f); (g) Dispositions permitted under Section 9.10; (h) Dispositions among the Borrower and its Wholly Owned Subsidiary Guarantors; provided that both before and after giving effect to such Disposition, (i) no Default or Event of Default exists or would exist and (ii) the Parent, the Borrower and their respective Subsidiaries are in compliance with Section 8.13 as of the date of such Disposition without giving effect to any grace period specified in such Section; and (i) Dispositions in the ordinary course of business consisting of the abandonment or cancellation of any intellectual property which, in the reasonable good faith determination of the Parent and the Borrower is not material to the conduct of the business of the Parent and its Subsidiaries, taken as a whole.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) as long as no Default exists, farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties (including farmouts of proved reserves under (b)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer to any Person other than a Subsidiary or the Borrower (collectively in this section, "transfer") any Oil and Gas Property except for: containing proved reserves constituting a portion of the Borrowing Base, any Oil and Gas Property consisting of gas gathering systems, or any Subsidiary owning any such Oil and Gas Property, unless (a) no Event of Default will exist after the sale consummation of such transfer and the application of the proceeds thereof; (b) the total Credit Exposure does not exceed the Conforming Borrowing Base at the time of such transfer or, if there is such an excess, it is not increased after giving effect to such transfer and the application of the proceeds thereof; (c) the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes to such Oil and Gas Property for purposes of the most recent redetermination of the Borrowing Base and/or Conforming Borrowing Base) of such Oil and Gas Properties transferred pursuant to this Section 9.12 (either directly or by means of the transfer of Equity Interests in a Subsidiary) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Conforming Borrowing Base then in effect, and (d) the proceeds of such transfer shall be applied as required under the following sentence. Upon any such transfer, the Borrowing Base and the Conforming Borrowing Base shall each be reduced by an amount equal to the aggregate value of such transferred Oil and Gas Properties, and the Borrower shall apply the net proceeds of such transfer (after costs of transfer), up to the amount of such aggregate value, to reduce the total Credit Exposures. Notwithstanding the foregoing, this Section 9.12 shall not prohibit, and "transfer" shall not include: (i) the transfer of Hydrocarbons in the ordinary course of business; , (bii) farmouts farmouts, sales or other dispositions of undeveloped acreage and assignments in connection with such farmouts; transactions, (ciii) the sale or transfer of equipment in the ordinary course of business or that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales , or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale the transfer of Subsidiaries that own no proved reserves of oil or other disposition is of a Subsidiary owning Oil gas and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month periodno gas gathering systems.

Sale of Properties. The Borrower No Loan Party will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property or Liquidate any Swap Agreement except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) sales or other dispositions of Oil and Gas Properties or interests therein with respect to which no proved reserves were attributed in the most recently delivered Reserve Report, (d) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; (de) the Liquidation of any Swap Agreement to the extent such Swap Agreement was assigned zero value in the Borrowing Base then in effect (as determined by the Administrative Agent), (f) so long as no Event of Default has occurred and is continuing, or would exist after giving effect thereto, sales or other dispositions (excluding including Casualty Events), other than as provided in clauses (a) through (e) or (g), of Oil and Gas Properties or any interest therein or Equity Interests in Subsidiaries owning Oil and Gas PropertiesProperties or Swap Liquidations; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of such Oil and Gas Properties and (ii) if the Borrowing Base value as of the most recent Redetermination Date attributable to the Oil and Gas Property, interest therein Properties so sold or Subsidiary subject disposed of or owned by such sale Subsidiaries so sold or other disposition disposed of plus the net effect (as reasonably determined by the board Administrative Agent) of directors such Swap Liquidations in the aggregate since the most recent Redetermination Date reduce the Borrowing Base by more than five percent (5%) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate Borrowing Base established as of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive recent Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000Date, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, reduced by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in a manner consistent with the most recently delivered Reserve Report and (iv) if any such sale or other disposition is terms of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such SubsidiarySection 2.07; and (eg) so long as no Event of Default has occurred and is continuing, or would exist after giving effect thereto, sales and other dispositions of Properties not regulated permitted by Section 9.12(a9.12 (a) to (df) having a fair market value not to exceed $250,000 5,000,000 in the aggregate during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or dispose of any Property except for: for (a) the sale or other disposition of Hydrocarbons in the ordinary course of business; (b) as long as no Default exists, farmouts of undeveloped acreage and assignments in connection with such farmoutsfarmouts (provided that if such farmout is of Oil and Gas Property included in the most recent Borrowing Base, such disposition is included in the 5% basket below); (c) the sale or transfer other disposition of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or a Restricted Subsidiary owning Oil and Gas Properties (including farmouts of proved reserves under (b)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or other disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) sales or other dispositions to the Borrower or a Guarantor; (f) sales or other dispositions permitted by Section 9.04(a), Section 9.05(m), Section 9.10, or Section 9.14(b); (g) sales or other dispositions of Equity Interests in Unrestricted Subsidiaries; and (eh) sales and other dispositions of Properties not regulated by Section 9.12(a) to (dg) having a fair market value not to exceed $250,000 2,500,000 during any 12six-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000five percent (5%) of the Borrowing Base as then in effect, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Majority Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 500,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors other Loan Party to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding including Casualty Events), other than as provided in clauses (a) through (c) or (e), of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (in each case, as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiii) if not less than 80% of the proceeds of such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reducedin cash, effective immediately upon (iii) no Default or Event of Default has occurred and is continuing or would result from such sale or disposition, by as applicable, (iv) if such sale or disposition would result in an amount equal automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower delivers reasonable prior written notice thereof to the valueAdministrative Agent, (v) if anya Borrowing Base Deficiency would result from such sale or disposition as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), assigned the Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such Property as determined by sale or disposition, to the Required Lenders assigned extent that such Property in prepayment would have been required under Section 3.04(c)(iii) after giving effect to such automatic redetermination of the most recently delivered Reserve Report Borrowing Base, and (ivvi) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 5,000,000 in the aggregate during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) except for: for (a) the sale of Hydrocarbons and seismic data in the ordinary course of business; (b) farmouts transfers of undeveloped acreage interests in Oil and assignments Gas Properties in connection the ordinary course of the joint development of Oil and Gas Properties with such farmoutsothers, including transfers to other parties pursuant to joint development agreements, participation agreements, farmout agreements, farmin agreements, exploration agreements, operating agreements and unit agreements; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding Casualty Eventse) the sale or other disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Equity Interests in any Restricted Subsidiary owning Oil and Gas Properties; provided that that, with respect to this clause (e), (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Equity Interests in such Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, in the case of dispositions for consideration in excess of $50,000,000, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), and (iiiii) if after giving pro forma effect to such sale or other disposition and the concurrent use of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000proceeds, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and Borrower would comply with Section 9.01; (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(aSections 9.11(a) to (de) having a fair market value not to exceed $250,000 100,000,000 during any 12-month period; (g) dispositions permitted by Section 9.10; (h) any disposition to the Borrower or any Restricted Subsidiary; (i) any disposition of interests in Properties to which no proved reserves of Hydrocarbons are properly attributed or of Equity Interests in Restricted Subsidiaries owning only such type of Properties; (j) dispositions of Investments permitted by Sections 9.05 (c) through (f); (k) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business; (l) the creation of a Lien permitted by Section 9.03; (m) the surrender of waiver of contract rights or the disposition, settlement, release of surrender of contract, tort or other claims of any kind; and (n) a Restricted Payment permitted by Section 9.04(a).

Sale of Properties. The Borrower Borrowers will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the either Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, Property interest therein or Subsidiary subject of such sale sale, lease or other disposition (as reasonably determined by the board Board of directors Directors of the either Borrower and, if requested by the Administrative Agent, the Borrower Borrowers shall deliver a certificate of a Responsible Officer of the either Borrower certifying to that effect); provided that if a "Borrowing Base" deficiency under the Senior Credit Agreement shall exist, then the Lenders agree that fair market value shall have been obtained if any of the following conditions are met: (1) the Majority Lenders have consented, such consent not to be unreasonably withheld or delayed, to such sale, lease or other disposition, (2) the sale, lease or other disposition occurs pursuant to an auction held in accordance with procedures that are ordinary and customary in the oil and gas industry or (3) the sale, lease or other disposition occurs pursuant to a non-binding bid process conducted by the Borrowers or a regionally or nationally recognized oil and gas asset disposition advisory company in accordance with procedures that are customary in the oil and gas industry, (iii) at such time and after giving effect to such sale, lease or other disposition, no Borrowing Base deficiency under the Senior Credit Agreement shall exist, provided, that the condition that no Borrowing Base deficiency under the Senior Credit Agreement shall exist at the time of any such sale, lease or other disposition shall not apply if the Borrowers notify the Administrative Agent that proceeds of such sale, lease or other disposition shall be used to remedy a Borrowing Base deficiency under the Senior Credit Agreement and the Borrowers in fact use such proceeds to remedy such Borrowing Base deficiency, to the extent thereof, with any surplus proceeds being used for one or more of the purposes permitted by clause (v) of this Section 9.12(d), (iv) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has determinations of PV-10 is sold for a fair market value (as determined by price in excess of 5% of the Administrative Agent)Borrowing Base of the Senior Credit Agreement, individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base PV-10 shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (ivv) if any an amount equal to 100% of the net proceeds received from such sale or other disposition is of a Subsidiary owning Oil and Gas Propertiessale, such sale lease or other disposition shall include all the Equity Interests be used within 120 days of such Subsidiarydisposition: (1) to acquire Property, plant and equipment or any business entity used or useful in carrying on the business of the Borrowers and their Subsidiaries and having a fair market value at least equal to the fair market value of the Properties sold, leased or otherwise disposed of or to improve or replace any existing Property of the Borrowers and their Subsidiaries used or useful in carrying on the business of the Borrowers and their Subsidiaries, (2) to repay or retire Debt under the Senior Credit Agreement (with a permanent reduction in the commitments thereunder) or (3) to prepay the Loans; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 1,000,000 during any 12-month period.

Sale of Properties. The Borrower Obligors will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale or production of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmoutsfarmouts approved by the Required Holders; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower such Obligor or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided with respect to this clause (d) that (iA) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesand shall be applied to prepay the Notes to the extent required by the terms of Section 7.3 hereof, (iiB) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Company and, if requested by the Administrative AgentRequired Holders, the Borrower Company shall deliver a certificate of a Responsible Officer of the Borrower Company certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (ivC) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary, and (D) the fair market value of any Oil and Gas Property or Subsidiary sold or disposed of pursuant to this clause (d) shall not exceed $250,000 in any individual sale or $1,000,000 in the aggregate for all such sales; and (e) sales and the sale or other dispositions disposition of Properties Property not regulated by Section 9.12(aclauses (a) to through (d) in this Section 11.13 having a fair market value of not to exceed more than $250,000 50,000 during any 12-month periodfiscal year.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Majority Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; provided that the total fair market value of such equipment being sold or transferred does not exceed $100,000 during any 12-month period; (d) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,0005% of the Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property Property, as determined by the Required Majority Lenders assigned such Property in the most recently delivered Reserve Report and Report; (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (v) such sales under this Section 9.12(d) shall be allowed only to the extent an Event of Default or Borrowing Base Deficiency does not exist and would not result from such sale or transfer; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a total fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (collectively in this section, “Transfer”) any Oil and Gas Property or any interest in Hydrocarbons produced or to be produced therefrom or any Equity Interest in any Subsidiary that owns any Oil and Gas Property, commodity Swap Agreement or any interest in Hydrocarbons produced or to be produced therefrom (in this section, an “E&P Subsidiary”) or unwind or terminate any commodity Swap Agreements, except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer Transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding Casualty Events) Transfers of Oil and Gas Properties to which no proved reserves of oil or any interest therein or Subsidiaries owning natural gas are attributed; (e) Transfers of Oil and Gas Properties; Properties to which proved reserves of oil or gas are attributed, provided that (i) 100at least 80% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) or the consideration received in respect assumption of liabilities related to such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include ; (f) Transfers of all (but not less than all) of the Equity Interests collectively owned by the Borrower and its Subsidiaries in any E&P Subsidiary; (g) the unwinding or termination of such Subsidiarycommodity Swap Agreements; and and (eh) sales and other dispositions Transfers of Properties Property not regulated permitted by Section 9.12(athe preceding clauses (a) to through (dg) having a fair market value not to exceed $250,000 5,000,000 in any fiscal year of the Borrower. To the extent that, during any 12-month periodperiod between two successive Scheduled Redetermination Dates, Oil and Gas Properties and commodity Swap Agreements with an aggregate Borrowing Base value in excess of five percent (5%) of the Borrowing Base value of all Oil and Gas Properties included in the Borrowing Base of the Borrower and its Subsidiaries (as determined by the Administrative Agent), are Transferred or unwound or terminated, as applicable, by the Borrower and its Subsidiaries pursuant to the preceding subsection (e), subsection (f) and/or subsection (g), then the Borrowing Base will be reduced, effective immediately, by the Borrowing Base values in excess of such five percent threshold. For the purposes of the preceding sentence, the Transfer of an E&P Subsidiary owning such Oil and Gas Properties and/or commodity Swap Agreements pursuant to the preceding subsection (f) shall be deemed the Transfer of the Oil and Gas Properties and the unwinding or termination of the commodity Swap Agreements owned by such E&P Subsidiary.

Sale of Properties. The Borrower will not, and nor will not it permit any of the Guarantors other Credit Party to, sell, assign, farm-out, convey or otherwise transfer (collectively in this section, “Transfer”) any Oil and Gas Property or any interest in Hydrocarbons produced or to be produced therefrom or any Equity Interest in any Credit Party that owns any Oil and Gas Property, commodity Swap Agreement or any interest in Hydrocarbons produced or to be produced therefrom (in this section, an “E&P Credit Party”) or unwind or terminate any commodity Swap Agreements, except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts farmouts, swaps or trades of undeveloped acreage not included in the most recently delivered Reserve Report and assignments in connection with such farmouts; , swaps or trades; (c) the sale or transfer Transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary other Credit Party or is replaced by equipment of at least comparable value and or use; ; (d) sales or other dispositions (excluding Casualty Events) Transfers of Oil and Gas Properties or any interest therein or Subsidiaries owning that are not Proved Oil and Gas PropertiesProperties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base; (i) Transfers of Oil and Gas Properties that comprise Proved Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base, provided that such Transfers are for fair market value, (ii) the unwinding or termination of commodity Swap Agreements; or (iii) Transfers of all (but not less than all) of the Equity Interests collectively owned by the Borrower and its Subsidiaries in any E&P Credit Party; provided that in the case of clause (i) 100% or (ii) above, except with respect to any novation or replacement, as applicable, contemplated by the final proviso of this Section 9.10(e), at least seventy-five percent (75%) (or such greater percentage as may be required to eliminate any resulting Borrowing Base Deficiency) of the consideration received in respect of such sale or other disposition or unwinding or termination, as applicable, shall be cash and/or publicly traded securitiesor cash equivalents; provided, (ii) further, that to the consideration received in respect of such sale or other disposition shall be equal to or greater than extent that, if during any period commencing with the fair market value later of the most recent Scheduled Redetermination Date or the most recent adjustment to the Borrowing Base pursuant to this Section 9.10 through the next Scheduled Redetermination Date, Oil and Gas Property, interest therein or Subsidiary subject Properties and commodity Swap Agreements with an aggregate Borrowing Base value in excess of such sale or other disposition five percent (as reasonably determined by the board of directors 5%) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate Borrowing Base value of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning all Oil and Gas Properties included in the most recently delivered Reserve Report during Borrowing Base of the Credit Parties (as reasonably determined by the Administrative Agent), are Transferred or unwound or terminated, as applicable, by any one or more Credit Parties pursuant to this Section 9.10(e), then the Borrowing Base will be reduced, effective immediately, by the Borrowing Base values in excess of such five percent (5%) threshold; provided, further, that for purposes of the foregoing proviso, (A) a commodity Swap Agreement shall be deemed to have not been unwound or terminated if, (x) such commodity Swap Agreement is novated from the existing counterparty to an Approved Counterparty, with the Borrower or the applicable Credit Party being the “remaining party” for purposes of such novation, or (y) upon its termination or unwinding, it is replaced, in a substantially contemporaneous transaction, with one or more commodity Swap Agreements with the same or longer tenor, covering volumes not less than and for prices not less than those Swap Agreements being replaced and without cash payments to any Credit Party in connection therewith, and (B) an Oil and Gas Property shall be deemed to have not been Transferred if upon its Transfer, it is replaced, in a substantially contemporaneous transaction, with Oil and Gas Properties with approximately the same PV-9 value as reasonably determined by Borrower in good faith and evidenced by delivery to the Administrative Agent of a certificate of a Responsible Officer containing reasonably detailed supporting information for such good faith determination; provided that, this clause (B) shall only apply and may only be relied on to the extent that the Oil and Gas Properties so Transferred in exchange for other Oil and Gas Properties in any period between two successive Scheduled Redetermination Dates has a fair market does not exceed seven and one-half percent (7.5%) of the Borrowing Base value of all Oil and Gas Properties included in the Borrowing Base of the Credit Parties (as reasonably determined by the Administrative Agent). For the purposes of the preceding sentence, individually the Transfer of an E&P Credit Party owning such Oil and Gas Properties and/or commodity Swap Agreements pursuant to this Section 9.10(e) shall be deemed the Transfer of the Oil and Gas Properties and the unwinding or termination of the commodity Swap Agreements owned by such E&P Credit Party; (f) Transfers in connection with Investments permitted by Section 9.05, other than Transfers of (i) any Proved Oil and Gas Properties evaluated in the aggregate, Reserve Report used in excess the most recent determination of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to (ii) any Equity Interests in any E&P Credit Party owning Proved Oil and Gas Properties evaluated in the value, if any, assigned such Property as determined by the Required Lenders assigned such Property Reserve Report used in the most recently delivered Reserve Report recent determination of the Borrowing Base; and (g) Transfers of Properties among the Credit Parties; provided that (i) with respect to any Transfers of Equity Interests in any E&P Credit Party, the requirements of Section 8.14(b) are satisfied and (ivii) if with respect to any such sale or other disposition is Transfers of a Subsidiary owning Proved Oil and Gas PropertiesProperties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base, such sale the transferee promptly delivers mortgages or other disposition shall include all Security Instruments in favor of the Equity Interests Administrative Agent to the extent necessary to satisfy the requirements of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period8.14.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) with respect to any portion of such Oil and Gas Properties which are categorized as “proved, undeveloped”, “proved, developed, non-producing” or “proved, developed, producing”, 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor other Oil and Gas Properties then similarly classified, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value an Engineered Value that, when aggregated with the Swap Termination Value, will exceed 5% of the amount of the then effective Borrowing Base (in each case, as reasonably determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned Engineered Value of such Property Oil and Gas Properties disposed of (as determined by the Required Lenders assigned such Property in Administrative Agent and confirmed by the most recently delivered Reserve Report Super-Majority Lenders) and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; (e) sales, transfers, swaps or exchanges of Oil and Gas Properties or interests therein which are not then classified as “proved”; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a) to (de) having a fair market value not to exceed $250,000 25,000,000 during any 126-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding e) the sale or other disposition (including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has is sold for a fair market value (as determined by price in excess of 7% of the Administrative Agent)Oil and Gas Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, then the Oil and Gas Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) the sale or other disposition (including Casualty Events) of any Midstream Assets or any interest therein or any Restricted Subsidiary owning Midstream Assets; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Midstream Assets, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) the Midstream Component shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the EBITDA-HFS contribution of such Midstream Assets for the most recent four quarters for which financial statements have been received by the Administrative Agent multiplied time 3.5 and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Midstream Assets, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (g) sales and other transfers of Properties between the Company and any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; and (eh) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (df) having a fair market value not to exceed $250,000 25,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that with respect to this subsection (d), (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors managers of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of 5% of the PV-9 value of the Oil and Gas Properties evaluated in the most recent Reserve Report (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all of the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated receivables that are compromised or settled for less than the full amount as permitted by Section 9.12(a9.10 and (f) subject to clause (d) having above, Property with a fair market value not to exceed $250,000 during any 12-month periodbetween each Scheduled Redetermination of the Borrowing Base.

Sale of Properties. The Parent Guarantor and the Borrower will not, and will not permit any of the Guarantors their Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or dispose of any Property except for: for (a) the sale or other disposition of Hydrocarbons in the ordinary course of business; (b) as long as no Default exists, farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer other disposition of equipment that is no longer necessary for the business of the Parent Guarantor, the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of Parent Guarantor or the Borrower and, if requested by the Administrative Agent, the Parent Guarantor or the Borrower shall deliver a certificate of a Responsible Officer of the Parent Guarantor or the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties (including farmouts of proved reserves under (b)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or other disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; (e) subject to Section 9.11, dispositions of Property to the Parent Guarantor or any Subsidiary of the Parent Guarantor; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a) to (de) having a fair market value not to exceed $250,000 500,000 during any 12-month period.

Sale of Properties. The Borrower Borrowers will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower Borrowers or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, Property interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board Board of directors Directors of the either Borrower and, if requested by the Administrative Agent, the Borrower Borrowers shall deliver a certificate of a Responsible Officer of the either Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has is sold for a fair market value (as determined by price in excess of 5% of the Administrative Agent)Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 1,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; provided that the total fair market value of such equipment being sold or transferred does not exceed $250,000 during any 12-month period; (d) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates Dates, when combined with other sales or dispositions made pursuant to Section 9.12(e) during such period, has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,0005% of the Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and Report; (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (v) such sale or other disposition under this Section 9.12(d) shall be allowed only to the extent an Event of Default or Borrowing Base Deficiency does not exist and would not result from such sale or transfer; (e) sales or other dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties, to an E&P Subsidiary (or the designation by the Borrower of any existing Subsidiary as an E&P Subsidiary); provided that (i) the consideration received in respect of such sale, other disposition or designation shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale, other disposition or designation (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (ii) if such sale, other disposition or designation of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates, when combined with other sales or dispositions made pursuant to Section 9.12(d) during such period, has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of 5% of the Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to 75% of the value, if any, assigned such Property in the most recently delivered Reserve Report; (iii) the Borrower has unused Commitments of not less than 15% of the Borrowing Base then in effect (after giving effect to any adjustment to the Borrowing Base pursuant to this Section 9.12 resulting from such sale or disposition); (iv) if any such sale, other disposition or designation is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary (unless such Subsidiary is designated an E&P Subsidiary); and (v) such sale or other disposition under this Section 9.12(e) shall be allowed only to the extent an Event of Default or Borrowing Base Deficiency does not exist and would not result from such sale or transfer; (f) sales and other dispositions of Properties not regulated by Section 9.12(a) to (de) having a total fair market value not to exceed $250,000 500,000 during any 12-month period; and (g) sales or other dispositions of any Equity Interests in an E&P Subsidiary.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding e) the sale or other disposition (including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has is sold for a fair market value (as determined by price in excess of 7% of the Administrative Agent)Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) sales and other transfers of Properties between the Company and any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; and (eg) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed $250,000 25,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmoutsfarmouts or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing proved reserves capable of being produced in economic quantities and which are not included in the most recently delivered Reserve Report in the ordinary course of business; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Restricted Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of if such sale sales or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition dispositions of Oil and Gas Property Properties or Subsidiary Restricted Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent)in excess of $5,000,000, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (ivii) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) the sale of Oil and Gas Properties in connection with tax credit transactions complying with (eS)29 of the Code or any other analogous provision whether now existing or hereafter enacted, which sale does not result in a reduction in the Borrower's or its Restricted Subsidiaries', as the case may be, right to receive the cash flow from such Oil and Gas Properties and which sale is on terms reasonably acceptable to the Administrative Agent; (g) dispositions of Investments (including cash and cash equivalents) the proceeds of which are used in accordance with Section 9.03 or as otherwise permitted hereunder; (h) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (dj) having a fair market value not to exceed $250,000 1,000,000 during any 126-month period; (i) transfers and other dispositions among the Borrower and the Restricted Subsidiaries subject to the limitations set forth in Section 9.05(g)(iii); and (j) transfers permitted by Section 9.11 and Section 9.12.

Sale of Properties. (a) The Borrower will shall not, and will shall not permit any of the Guarantors its Restricted Subsidiaries to, sellmake any Asset Disposition unless (i) the Borrower or such Restricted Subsidiary, assignas the case may be, farmreceives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined on the date on which a binding agreement was entered into with respect to such Asset Disposition), as determined in good faith by the Borrower’s Board of Directors (including as to the value of all non-outcash consideration), convey of the shares and assets subject to such Asset Disposition, (ii) at least 75% of the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, from such Asset Disposition is in the form of cash or Cash Equivalents or Additional Assets, or any combination thereof and (iii) except as provided in Section 3.04, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by the Borrower or such Restricted Subsidiary, as the case may be, to invest in Additional Assets; provided that to the extent that the assets disposed of in such Asset Disposition were Collateral, such Additional Assets which would constitute Collateral are pledged as Collateral under the Security Instruments with the Lien on such Collateral securing the Loans being of the same priority with respect to the Loans as the Lien on the assets disposed of; provided further that the foregoing requirement shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Borrower or such Restricted Subsidiary within the period of time specified above and such Net Available Cash is subsequently applied in accordance with such agreement within six months following the date thereof. Pending the final application of any such Net Available Cash in accordance with this paragraph (a), the Borrower and its Restricted Subsidiaries may temporarily reduce Debt or otherwise transfer invest such Net Available Cash in any Property except for: manner not prohibited by this Agreement. (b) For the purposes of clause (ii) of paragraph (a) above, the sale of Hydrocarbons in the ordinary course of business; following will be deemed to be cash or Cash Equivalents: (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (ci) the sale assumption by the transferee of Debt (other than Unsecured Debt or transfer Disqualified Stock) of equipment the Borrower or Debt of a Restricted Subsidiary (other than Unsecured Debt or Disqualified Stock of any Restricted Subsidiary that is no longer necessary for a Guarantor) and the business release of the Borrower or such Restricted Subsidiary from all liability on such Debt in connection with such Asset Disposition (or in lieu of such a release, the agreement of the acquirer or its parent company to indemnify and hold the Borrower or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness; provided, however, that such indemnity is replaced (x) from an indemnifying party (or its long term debt securities) with an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) or (y) accompanied by equipment the posting of at least comparable value a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Borrower or such Restricted Subsidiary for the full amount of the liability and usefor so long as the liability remains outstanding; and (dii) sales securities, notes or other dispositions obligations received by the Borrower or any such Restricted Subsidiary from the transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 90 days after receipt thereof (excluding Casualty Eventsto the extent of the cash received in that conversion). Notwithstanding the foregoing, the 75% limitation referred to in clause (ii) of Oil and Gas Properties or paragraph (a) above shall be deemed satisfied with respect to any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% Asset Disposition in which the portion of the consideration received therefrom in respect the form of such sale or other disposition shall be cash and/or publicly traded securitiesand Cash Equivalents, (ii) determined in accordance with the consideration received in respect of such sale or other disposition shall be foregoing provision on an after-tax basis, is equal to or greater than what the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of after-tax proceeds would have been had such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if Asset Disposition complied with such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month periodlimitation.

Sale of Properties. The Borrower QRE MLP will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; , in each case, in the ordinary course of business; (c) the sale or transfer of equipment that is obsolete, worn out or no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; use and, in each case, is sold or transferred in the ordinary course of business; (d) sales or other dispositions (excluding including Casualty Events), other than as provided in clauses (a) through (c), of Oil and Gas Borrowing Base Properties or any interest therein or Subsidiaries owning Oil and Gas Borrowing Base Properties; provided that (i) with respect to any portion of such Borrowing Base Properties which are categorized as “proved, undeveloped,” “proved, developed, non-producing” or “proved, developed, producing,” 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor other Oil and Gas Properties of comparable value and reserve classification, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Borrowing Base Property, interest therein or Subsidiary that is the subject of such sale or other disposition (as reasonably determined by the board of directors managers of the Borrower General Partner and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), if the aggregate value of all such Borrowing Base Properties, interest therein or Subsidiaries owning Borrowing Base Properties sold or disposed of exceed seven percent (iii7%) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included the Borrowing Base then in the most recently delivered Reserve Report effect during any period between two (2) successive Scheduled Redetermination Dates has (for purposes of this clause (d) the Effective Date will be deemed to be a fair market value (as determined by the Administrative AgentScheduled Redetermination), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, reduced effective immediately as set forth in Section 2.07(d) upon such sale or disposition, by an amount equal to the Borrowing Base value, if any, assigned such Property as determined attributed by the Administrative Agent (and approved by the Required Lenders assigned Lenders) to such Property Borrowing Base Properties in the current Borrowing Base based upon the most recently delivered Reserve Report Report, and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Borrowing Base Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to through (d) having a fair market value not to exceed $250,000 5,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Oil and Gas Property included in the most recent Reserve Report delivered to Lenders or any interest therein or any Restricted Subsidiary owning any such Oil and Gas Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; farmouts or the abandonment, farm-out, exchange, lease, sublease or other disposition of Oil and Gas Properties not containing proved reserves capable of being produced in economic quantities and which are not included in the Borrowing Base in the ordinary cause of business; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of such Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning such Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperty (other than in the case of a Casualty Event), interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a any Responsible Officer of the Borrower certifying to that effect), Borrower) and (iiiii) if such sale or other disposition of such Oil and Gas Property included in the Borrowing Base or Restricted Subsidiary owning such Oil and Gas Properties included in the most recently delivered Reserve Report Property during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by in excess of 10% of the Administrative Agent)Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and Report; (ive) if any such the sale or other disposition is of a Subsidiary owning Oil and Gas PropertiesProperties in connection with tax credit transactions complying with §29 of the Code or any other analogous provision whether now existing or hereafter enacted, which sale does not result in a reduction in the right of the Borrower or any Restricted Subsidiary to receive the cash flow from such Oil and Gas Properties and which sale or other disposition shall include all is on terms reasonably acceptable to the Equity Interests of such Subsidiary; and Administrative Agent; (ef) sales transfers and other dispositions among the Borrower and the Restricted Subsidiaries subject to, in the case of Properties dispositions to Restricted Subsidiaries that are not regulated Guarantors, the limitations set forth in Section 9.06(g)(iii); and (g) transfers permitted by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period9.11.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (afor xxxiv) the sale of Hydrocarbons in the ordinary course of business; (bxxxv) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (cxxxvi) the sale or transfer of (1) equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; use or (d2) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or interests therein or Restricted Subsidiaries owning Oil and Gas Properties to which there were no proved reserves attributed in the most recent Reserve Report delivered to the Lenders; xxxvii) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; xxxviii) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii1) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii2) except as provided in Section 2.07(e), if the fair market value of such sale or other disposition (including asset swaps) of Oil and Gas Property Properties or Restricted Subsidiary owning Oil and Gas Properties Property included in the most recently delivered Reserve Report (whether made for non-cash consideration or otherwise) during any period between two successive Scheduled Redetermination Dates has a fair market value exceeds five percent (5%) of the Borrowing Base in effect at such time (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property Properties in the most recently delivered Reserve Report and Report, (iv3) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such SubsidiaryRestricted Subsidiary (unless such Restricted Subsidiary is contemporaneously therewith being designated as an Unrestricted Subsidiary pursuant to Section 9.06(b)); and (exxxix) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed $250,000 2,500,000 during any 126-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts in the ordinary course of undeveloped business of non-proven acreage and assignments in connection with such farmouts, or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing such reserves; (c) the sale or transfer of equipment that is no longer useful or necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and or use; (d) sales the sale or other dispositions (excluding Casualty Events) disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (if such consideration exceeds $5,000,000, as reasonably determined by the board of directors or other governing body of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates Dates, when combined with the Borrowing Base value assigned to the Liquidated portion of Swap Agreements Liquidated (after giving effect to any other Swap Agreements executed within two Business Days of such Liquidation) between such successive Scheduled Redetermination Dates, has a fair market value in excess of ten percent (10%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; (e) dispositions permitted by Section 9.11; (f) the trade or exchange of Oil and Gas Properties for Oil and Gas Properties of equivalent value (including any cash or Investments of the nature described in any of Section 9.05(c), (d), (e) and (ef) necessary in order to achieve an exchange of equivalent value); provided that (i) the Administrative Agent shall determine, in its sole discretion, whether the such value is equivalent and (ii) any Oil and Gas Properties to which any proved reserves are attributed in the most recent Reserve Report delivered hereunder may be traded or exchanged hereunder only for Oil and Gas Properties to which comparable quantities of proved reserves are attributable; (g) dispositions of assets received pursuant to Section 9.05(l); (h) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property; (i) the granting of any Lien permitted hereunder and dispositions of property subject to any such Lien that is transferred to the lienholder or its designee in satisfaction or settlement of such lienholder’s claim; (j) any disposition of assets pursuant to (i) a condemnation, appropriation, seizure or similar taking or proceeding by a Governmental Authority, (ii) the requirement of, or at the direction of, a Governmental Authority or (iii) a Casualty Event; (k) dispositions of assets, other than collateral for the Indebtedness, constituting non-cash contributions to a joint venture to the extent such Investment is permitted pursuant to Section 9.05(i) (for the purpose of determining compliance with the limitations of such Section, the assets shall be valued at the value attributable thereto in the joint venture agreement, or, if greater, fair market value); (l) dispositions of Property to the Borrower or any Guarantor; and (m) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 5,000,000 during any 12-month period.

Sale of Properties. The Parent Guarantor and the Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary the Parent Guarantor or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Parent Guarantor and, if requested by the Administrative Agent, the Borrower Parent Guarantor shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of $10,000,000 (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(asubsections (a) to (d) of this Section 9.13 having a fair market value not to exceed $250,000 5,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons and geological and seismic data in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment Property that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; Restricted Subsidiary; (d) sales [reserved]; (e) the sale or other dispositions Disposition (excluding including Casualty Events) of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Propertiesthe Unwind of Swap Agreements; provided that (i) 10075% of the consideration received in respect of any such sale or other disposition Disposition shall be cash and/or publicly traded securitiesor other Oil and Gas Properties, (ii) the consideration received in respect of any such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary asset subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower andDisposition, and if requested by the Administrative Agentsuch fair market value is greater than $2.5 million, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to the fair market value and that effect)the board of directors of the Borrower has reasonably determined such, (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests owned by the Borrower and its Restricted Subsidiaries of such Subsidiary; Restricted Subsidiary and (iv) the aggregate fair market value of all assets Disposed of pursuant to this clause (e) shall not exceed $5.0 million; (f) sales and other transfers of Properties between the Borrower and any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; and (g) if no Default or Event of Default then exists, sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) otherwise permitted above having a fair market value not to exceed $250,000 2.0 million during any 12-12 month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (c) the sale or transfer of (i) equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; use or (dii) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or interests therein or Restricted Subsidiaries owning Oil and Gas Properties to which there were no proved reserves attributed in the most recent Reserve Report delivered to the Lenders; (d) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; (e) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale sale, lease or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), ; (iiiii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report (whether made for cash consideration or otherwise) during any period between two successive Scheduled Redetermination Dates has determinations of Total Reserve Value is sold for a fair market value (as determined by the Administrative Agent)price in excess of $7,500,000, individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base Total Reserve Value shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report for such most recent determination of Total Reserve Value and (iviii) if any an amount equal to 100% of the net proceeds received from such sale or other disposition is of a Subsidiary owning Oil and Gas Propertiessale, such sale lease or other disposition shall include all the Equity Interests be used within 90 days of such Subsidiarydisposition: (1) to acquire Property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the Properties sold, leased or otherwise disposed of or to improve or replace any existing Property of the Borrower and its Subsidiaries used or useful in carrying on the business of the Borrower and its Subsidiaries, (2) to repay Debt under the Senior Revolving Credit Agreement or (3) to prepay the Notes; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed $250,000 2,500,000 during any 126-month period.

Sale of Properties. The Subject to the Intercreditor Agreement, the Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (including through the sale of a production payment or overriding royalty interest) any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmoutsfarmouts with such Persons who are not Related Parties of the Borrower or its Affiliates, or relatives of such Related Parties; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or the Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of $250,000 (as determined by the Administrative Agent)Majority Lenders, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base Total Reserve Value shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report used in the most recent determination of Total Reserve Value, (iv) an amount equal to 100% of the Net Cash Proceeds received from such sale, lease or other disposition shall be used to (1) reinvest in Property, plant and equipment, or any business entity, (2) repay Debt under the Senior Revolving Credit Agreement or (3) prepay the Loans in accordance with Section 3.04(c) and (ivv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; (e) the sale of the Hall Houston Minority Investment for a purchase price paid in cash in an amount at least equal to the fair market value thereof; (f) any Working Interest Election (as defined in the PetroBridge Participation Agreement) pursuant to the PetroBridge Participation Agreement; (g) the assignment of overriding royalty interest in and to the Oil & Gas Properties identified on Schedule 9.12 pursuant to the Existing Credit Agreement and (eh) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment Property that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of EV Management on behalf of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,00010% of the then current Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 1,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons and geological and seismic data in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; , provided that if any farmout of acreage includes proved reserves included in the most recently delivered Reserve Report, such proved reserves shall be included in the 7% basket of clause (e)(iiiii); (c) the sale or transfer of equipment equipmentProperty that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment equipmentProperty of at least comparable value and use; ; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding e) the sale or other disposition (including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas PropertiesProperties included in the Borrowing Base; provided that (i) 10075% of the consideration received in respect of any such sale or other disposition with a purchase price exceeding $5,000,000 shall be cash and/or publicly traded securities(and any non-cash consideration received shall be pledged as collateral to secure the Secured Obligations)or other Oil and Gas Properties, provided that if a Borrowing Base Deficiency exists at such time 100% of such consideration shall be cash, (ii) the consideration received in respect of any such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary asset subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent,, and if such fair market value is greater than $10,000,000, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect)effect)the fair market value and that the board of directors of the Borrower has reasonably determined such, (iii) if such sale or other disposition of if, during any period between two successive Scheduled Redetermination Dates, the aggregate consideration paid for all (A) Oil and Gas Property Properties included in the most recently delivered Reserve Report or Subsidiary (B) Equity Interests of Restricted Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report that are Disposed of during any such period between two successive Scheduled Redetermination Dates has a fair market value (as determined by exceeds 7% of the Administrative Agent)Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests owned by the Borrower and its Restricted Subsidiaries of such Restricted Subsidiary; (f) sales and other transfers of Properties between the Borrower and any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; and and (eg) if no Event of Default or Borrowing Base Deficiency then exists, sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed the greater of $250,000 10,000,00030,000,000 or 5% of the then effective Borrowing Base during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-outfarm‑out, convey or otherwise transfer (including through the sale of a production payment or overriding royalty interest) any Property of its Oil and Gas Properties except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of or similar arrangements related to undeveloped acreage and assignments in connection with such farmoutsfarmouts or similar arrangements; provided that any farmouts or similar arrangements that relate to Oil and Gas Property included in the most recently delivered Reserve Report shall require the approval of the Administrative Agent if such farmouts or similar arrangements over any rolling 12-month period relate to Oil and Gas Properties that have an NPV in excess of five percent (5%) of the Borrowing Base then in effect, but such consent shall only be required for those farmouts or similar arrangements in excess of such amount; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such any Subsidiary or that is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty EventsEvents and any indirect sale of properties by the sale of a Subsidiary) of any Oil and Gas Properties Property or any interest therein or Subsidiaries owning Oil and Gas Propertiestherein; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of to such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties was included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates and has a fair market value (as determined by the Administrative Agent)in excess of $200,000, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall automatically be reduced, effective immediately upon such sale or dispositionreduced pursuant to Section 2.07(f)(ii), by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Oil and Gas Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) the disposition of Oil and Gas Properties in exchange for fair consideration in the form of either (i) other Oil and Gas Properties of a similar use or purpose or (ii) an operator’s commitment to drill an oil or natural gas well; provided that in the case of each of subclauses (i) and (ii) above, the consideration received is of equivalent or greater fair market value as the properties being disposed of (as reasonably determined by the board of directors of the Borrower) and, to the extent applicable, the Borrower has delivered title information and mortgages covering the Oil and Gas Properties received by the Borrower as may be required pursuant to Section 8.13 and Section 8.14; and sales and other dispositions of Properties not regulated by Section 9.12(a9.11(a) to (dSection 9.11(e) having a fair market value not to exceed $250,000 five percent (5%) of the Borrowing Base then in effect during any twelve (12-) month period. If following any Redetermination Date (and prior to the next Redetermination Date), the Borrower and its Subsidiaries, in the aggregate, directly or indirectly sells (whether through one or more transactions) Oil and Gas Properties having a borrowing base value equal to or in excess of ten percent (10%) of the aggregate borrowing base value of all Oil and Gas Properties of the Borrower and its Subsidiaries, as determined by the Administrative Agent based upon the most recent Reserve Report, the Required Lenders shall have the right to request an additional Borrowing Base determination in accordance with Section 2.07(b). The Administrative Agent shall reasonably cooperate with Borrower, at Borrower’s cost and expense, to promptly provide a release of lien for any Oil and Gas Property that is being transferred or conveyed by the Borrower or its Subsidiaries in accordance with this Section 9.11, provided that Borrower provides the Administrative Agent with any documents or certificates reasonably requested by the Administrative Agent to establish compliance with this Section 9.11.

Sale of Properties. The Parent Guarantor and the Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary the Parent Guarantor or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Parent Guarantor and, if requested by the Administrative Agent, the Borrower Parent Guarantor shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of $10,000,000 (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined recommended by the Administrative Agent and approved by Required Lenders assigned such Property in the most recently delivered Reserve Report recent Borrowing Base54, and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(asubsections (a) to (d) of this Section 9.13 having a fair market value not to exceed $250,000 5,000,0001,000,000 during any 12-month period.period.83

Sale of Properties. The Borrower None of the Obligors will, nor will not, and will not it permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except forfor the following “Permitted Dispositions”: (a) the sale of Hydrocarbons or geological or seismic data in the ordinary course of business; (b) farmouts of undeveloped acreage in the ordinary course of business and assignments in connection with such farmoutsfarmouts or the abandonment, farmout, exchange or disposition of Oil and Gas Properties not containing Proved Reserves; (c) the sale or transfer of equipment that is obsolete or no longer necessary for the business of the Borrower or such Subsidiary or is replaced by or exchanged for equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that except with respect to transfers of property subject to a Casualty Event, (i) (A) with respect to transfers of property prior to the First Scheduled Borrowing Base Redetermination, one hundred percent (100% %) and (B) with respect to transfers of property after the First Scheduled Borrowing Base Redetermination, eighty percent (80%), of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities(it being agreed and understood that assumed liabilities, to the extent not incurred in connection with such disposition and permitted by the Loan Documents, shall constitute cash for such purpose), (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value Fair Market Value of the Oil and Gas Property, the interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors (or equivalent body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if the Borrowing Base value attributed by the Administrative Agent to such sale or other disposition of Oil and Gas Property or Subsidiary owning such Oil and Gas Properties included when combined with (1) the Borrowing Base value as determined by the Administrative Agent attributed to the Oil and Gas Properties or Subsidiaries owning Oil and Gas Properties sold or otherwise disposed of between, as applicable, either the Effective Date and the date of the First Scheduled Borrowing Base Redetermination, or between scheduled redeterminations, and (2) the Borrowing Base value attributable by the Administrative Agent to the Liquidated portion of Swap Agreements Liquidated between, as applicable, either the Effective Date and the date of the First Scheduled Borrowing Base Redetermination, or between scheduled redeterminations, is in excess of five percent (5%) of the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value Borrowing Base as then in effect at the time of such sale or disposition or Liquidation (as determined by the Administrative AgentAgent in its reasonable discretion), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or dispositiondisposition or Liquidation, by an amount equal to the valuein accordance with Section 2.07(e), if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value Fair Market Value not to exceed $250,000 5,000,000 during any 12-month period; (f) transfers of Properties between Obligors (other than Parent Guarantor) so long as such Properties continue to constitute Collateral if they were Collateral before such transfer and any perfection requirements with respect to such Collateral have been complied with; (g) asset swaps as are customary in the oil and gas industry if (x) there is no Borrowing Base value attributable by the Administrative Agent to such swapped assets or (y) the Borrowing Base value attributable by the Administrative Agent in its reasonable discretion to such swapped assets is less than five percent (5%) of the Borrowing Base as then in effect at the time of such asset swap, or (z) the Borrowing Base value attributable by the Administrative Agent to such swapped assets is equal to or in excess of five percent (5%) of the Borrowing Base then in effect at the time of such asset swap (as determined by the Administrative Agent in its reasonable discretion), then the Borrowing Base shall be re-determined, effective immediately upon such swap or exchange, by an amount equal to such Borrowing Base value attributed to such Property as offset by the Borrowing Base value attributed to the assets so acquired, as determined by the vote of the Required Lenders; and (h) disposition of Property to the Borrower or any Subsidiary Guarantor. For the avoidance of doubt, any redetermination that potentially results in an increase to the Borrowing Base shall require the vote of all the Lenders.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer (each, a “Disposition”) any Property except for: : (a) the sale of Hydrocarbons and seismic data (other than such data pertaining to proved Oil and Gas Properties evaluated in the most recent Reserve Report) in the ordinary course of business; ; (b) farmouts Dispositions of undeveloped acreage, including undeveloped acreage of the Credit Parties under any farmout agreements not included in the most recent Reserve Report, and assignments in connection with such farmouts; farmouts and transfers; (c) the sale or transfer or abandonment of obsolete, worn-out or surplus equipment that is no longer necessary for the business of the Borrower or such Subsidiary Guarantor or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding Casualty Events) the Disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100in the case of any such Disposition other than a Specified Disposition (as defined in the Senior Revolving Credit Agreement), at least 75% of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded (it being understood that for purposes of calculating such 75% for purposes of this clause (i) only, any securities, notes or other consideration received by the Borrower or any Guarantor in respect of such Disposition that could reasonably be expected to be converted into cash within 90 days after such Disposition and which are, within such 90 day period, converted by the Borrower or such Guarantor into cash shall be deemed to be cash for purposes of this clause (i) to the extent of the cash received in such conversion); (ii) in the case of any Specified Disposition (as defined in the Senior Revolving Credit Agreement), the cash consideration received in respect of such Disposition shall be at least equal to the greater of (A) 75% of the total consideration received in respect of such Disposition and (B) the value attributed to the Oil and Gas Properties subject to such Specified Disposition (as defined in the Senior Revolving Credit Agreement), if any, in the then effective Borrowing Base under the Senior Revolving Credit Agreement; (iii) the consideration received in respect of such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiiv) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included Disposition is a Material Disposition, after giving effect to such Disposition, the Borrower is in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agentpro forma compliance with Section 9.01(d), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (ivv) if any such sale or other disposition Disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Subsidiary; and ; (e) sales Dispositions of Property by any Credit Party to any other Credit Party; (f) Dispositions permitted by Sections 9.03, 9.04, 9.05 and 9.11; (g) Asset Swaps; (h) use of cash and cash equivalents for transactions not expressly prohibited hereunder; (i) Dispositions consisting of the licensing or sublicensing of intellectual property and licenses, leases or subleases of other dispositions Property (other than Oil and Gas Properties); (j) cancellations of Properties intercompany Debt between or among Credit Parties; (k) Dispositions of Property required under the CPDA; and (l) Disposition of Property not regulated by otherwise permitted in the preceding clauses of this Section 9.12(a9.12); provided that, (i) to such Disposition is not of any Property described in clauses (da) having a — (e) of the definition of “Oil and Gas Properties” in Section 1.02 of this Agreement, and (ii) the fair market value of all Property disposed of pursuant to this Section 9.12(l) shall not to exceed $250,000 during any 12-month period10,000,000.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts in the ordinary course of business of undeveloped acreage to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts; ; (c) the sale or transfer Disposition of equipment that is no longer necessary or useful for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions the Disposition (excluding including Casualty Events), other than as provided in clauses (a) through (c), of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 10085% of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded securitiesor Cash Equivalents, (ii) the consideration received in respect of such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors (or equivalent body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or dispositionDisposition, by an amount equal and to the value, if any, assigned such Property as determined extent required by the Required Lenders assigned such Property in the most recently delivered Reserve Report Section 2.07(e) and (iv) if any such sale or other disposition Disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Subsidiary; and ; (e) any transfer of Property (including Equity Interests of Subsidiaries) of the Borrower or any Subsidiary to the Borrower or a Guarantor, in each case so long as immediately after giving effect to such transfer, the Borrower and the Guarantors are in compliance with Section 8.14 without giving effect to any grace periods specified in Section 8.14; and (f) sales and other dispositions Dispositions of Properties not regulated by Section 9.12(a) to through (de) having a fair market value not to exceed $250,000 2,500,000 during any 12-month period.

Sale of Properties. The Borrower Parent Guarantor will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons inventory in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower Parent Guarantor or such Subsidiary as determined by the Borrowers or the Parent Guarantor or is replaced by equipment of at least comparable value and use; (c) any TTB Sale (and in connection therewith clauses (i) and (ii) but not (iii) set forth in the proviso below shall be applicable); and (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties Property or any interest therein (other than Vessel Collateral the sale, release, substitution or other disposition of which requires the consent of all Lenders or the Required Lenders, as the case may be, as provided in Section 8.16 unless such consent has been obtained) or Subsidiaries owning Oil and Gas Properties; provided that in the case of (c) and (d) above (i) 100% not less than seventy-five percent (75%) of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor cash equivalents (and in the case of any TTB Sale, not less than fifty percent (50%) of the consideration received in respect of such sale shall be cash or cash equivalents), (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein Property or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Parent Guarantor and, if requested by the Administrative Agent, the Borrower Parent Guarantor shall deliver a certificate of a Responsible Officer of the Borrower Parent Guarantor certifying to that effect), and (iii) if all such sale sales or other disposition dispositions (other than a TTB Sale) of Oil and Gas Property or Subsidiary Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has does not have a fair market value in excess of twenty percent (as determined by 20%) of the Administrative Agent), individually or Consolidated Net Tangible Assets of the Parent Guarantor in any twelve (12) month period in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in based on the most recently delivered Reserve Report reported financial position of the Parent Guarantor and (iv) if any such sale or other disposition is its Subsidiaries on a consolidated basis as of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests most recent quarter end preceding the end of such Subsidiary; and twelve (e12) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors other Loan Party to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding including Casualty Events and events that would, but for their magnitude, constitute Casualty Events), other than as provided in clauses (a) through (c) or (e), of Oil and Gas Properties or any interest therein or Restricted Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (in each case, as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiii) if not less than (A) 75% of the proceeds of such sale or other disposition of Oil and Gas Property Property, if to a Person other than an Affiliate, shall be in cash and (B) 50% of the proceeds of such sale or Subsidiary owning other disposition of Oil and Gas Properties included Property, if to an Affiliate, shall be in cash, provided that, if less than 75% of the most recently delivered Reserve Report during proceeds of any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually such sale or disposition are in the aggregate, in excess of $5,000,000cash, the Borrowing Base Borrower shall be reduced, effective immediately upon in pro forma compliance with the covenants set forth in Section 9.01 both before and after giving effect to such sale or disposition, by (iii) no Default or Event of Default has occurred and is continuing or would result from such sale or disposition, as applicable, (iv) if such sale or disposition would result in an amount equal automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower delivers reasonable prior written notice thereof to the valueAdministrative Agent, (v) if anya Borrowing Base Deficiency would result from such sale or disposition as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), assigned the Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such Property as determined by sale or disposition, to the Required Lenders assigned extent that such Property in prepayment would have been required under Section 3.04(c)(iii) after giving effect to such automatic redetermination of the most recently delivered Reserve Report Borrowing Base, and (ivvi) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; and and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 10,000,000 in the aggregate during any 12-month period. For the sake of clarity, the forfeiture of all or any portion of any lease as the result of a decision by any Loan Party not to drill any well or take any other action necessary to maintain such lease in full force and effect is not a sale or other disposition which is subject to this Section 9.12.

Sale of Properties. The Borrower No Loan Party will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property or Liquidate any Swap Agreement except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage not constituting Proved Oil and Gas Properties and assignments in connection with such farmouts; (c) sales or other dispositions of Oil and Gas Properties or interests therein with respect to which no proved reserves were attributed in the most recently delivered Reserve Report, (d) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; (de) the Liquidation of any Swap Agreement to the extent such Swap Agreement was assigned zero value in the Borrowing Base then in effect (as determined by the First Lien Agent); (f) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Equity Interests in Subsidiaries owning Oil and Gas PropertiesProperties or Swap Liquidations, in each case other than as provided in clauses (a) through (e) or (g); provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the such Oil and Gas PropertyProperties, interest therein (ii) no Event of Default has occurred and is continuing, or Subsidiary subject of would exist after giving effect thereto (including, if such sale or other disposition is a Material Disposition, Section 9.01(c) after giving effect to such Material Disposition), (iii) if the Borrowing Base value as of the most recent Redetermination Date (as defined in the First Lien Credit Agreement) attributable to the Oil and Gas Properties so sold or disposed of or owned by such Subsidiaries so sold or disposed of plus the net effect (as reasonably determined by the board First Lien Administrative Agent) of directors such Swap Liquidations in the aggregate since the most recent Redetermination Date reduce the Borrowing Base by more than five percent (5%) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate Borrowing Base established as of a Responsible Officer of the Borrower certifying to that effect), such most recent Scheduled Redetermination Date (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included as defined in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative AgentFirst Lien Credit Agreement), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, reduced by an amount equal determined pursuant to the value, if any, assigned such Property as determined by First Lien Credit Agreement and any prepayment required under the Required Lenders assigned such Property First Lien Credit Agreement shall be made in the most recently delivered Reserve Report and (iv) if any connection with such sale or other disposition and (iv) after giving effect to any Borrowing Base reduction in Section 9.12(f)(iii), the Borrowing Base then in effect is of a Subsidiary owning Oil and Gas Properties, such sale greater than or other disposition shall include all equal to 2.5 times the Equity Interests of such Subsidiarytotal Term Credit Exposure; and (eg) so long as no Event of Default has occurred and is continuing, or would exist after giving effect thereto, sales and other dispositions of Properties not regulated permitted by Section 9.12(a9.12 (a) to (df) having a fair market value not to exceed $250,000 5,000,000 in the aggregate during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (c) the sale or transfer of properties or equipment that is are no longer necessary for the business of the Borrower or such Restricted Subsidiary or is are no longer desirable or are replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries owning Oil and Gas Propertiesany Restricted Subsidiary; provided that (i) 10075% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) (other than in respect of Casualty Events) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties (including farm-outs under Section 9.11(a)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned attributed to such Property in the Borrowing Base based on the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 5,000,000 during any 12-month period; (f) transfers of Properties to the Borrower or any Guarantor (including any Subsidiary that becomes a Guarantor after the Effective Date pursuant to Section 9.14); (g) Casualty Events of Properties which are not Oil and Gas Properties; (h) the sale or transfer of Oil and Gas Property that is no longer used or useful or near the end of its useful life for consideration other than cash, such as assumption of reclamation liability; and (i) that certain transaction where Enterprise Field Services, LLC and Flextrend Development Company, L.L.C. will agree to take ownership of the Garden Banks Block 72 platform and in exchange will transfer to the Borrower all of its interests in the remaining reserves in the Garden Banks 72 and Garden Banks 117 fields.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts in the ordinary course of undeveloped business of non-proven acreage and assignments in connection with such farmouts, or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing such reserves; (c) the sale or transfer of equipment that is no longer useful or necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and or use; (d) sales the sale or other dispositions (excluding Casualty Events) disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (if such consideration exceeds $5,000,000, as reasonably determined by the board of directors or other governing body of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales dispositions permitted by Section 9.11; (f) the trade or exchange of Oil and other Gas Properties for Oil and Gas Properties of equivalent value (including any cash or Investments of the nature described in any of Sections 9.05(c), (d), (e) and (f) necessary in order to achieve an exchange of equivalent value); provided that (i) the Administrative Agent shall determine, in its sole discretion, whether the such value is equivalent and (ii) any Oil and Gas Properties to which any proved reserves are attributed in the most recent Reserve Report delivered hereunder may be traded or exchanged hereunder only for Oil and Gas Properties to which comparable quantities of proved reserves are attributable; (g) dispositions of Properties not regulated by assets received pursuant to Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.9.05(l);

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (collectively in this Section 9.11, “Transfer”) any Oil and Gas Property or any interest in Hydrocarbons produced or to be produced therefrom or any Equity Interest in any Subsidiary that owns any Oil and Gas Property, commodity Swap Agreement or any interest in Hydrocarbons produced or to be produced therefrom (in this Section 9.11, an “E&P Subsidiary”), except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding Casualty Events) Transfers of Oil and Gas Properties to which no proved reserves of oil or natural gas are attributed, and Transfers of all (but not less than all) of the Equity Interests in any interest therein E&P Subsidiary that does not own any proved reserves or Subsidiaries oil or natural gas; (d) Transfers of Oil and Gas Properties to which proved reserves of oil and natural gas are attributed (and the Equity Interests of any E&P Subsidiary owning such Oil and Gas Properties; ), provided that (i) 100% of the consideration received in respect of such sale or other disposition Transfer shall be cash and/or publicly traded securitiescash, the assumption of liabilities related to such Oil and Gas Properties Transferred, new Oil and Gas Properties acquired, or Investments permitted under Section 9.05, (ii) the consideration received in respect of such sale or other disposition Transfer shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein Properties or the E&P Subsidiary subject of such sale or other disposition that are Transferred (as reasonably determined by the board of directors of the Borrower General Partner and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower General Partner certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition Transfer is of a Subsidiary owning Oil and Gas Propertiesan E&P Subsidiary, such sale or other disposition Transfer shall include all the Equity Interests of such SubsidiaryE&P Subsidiary owned by the Borrower and its Subsidiaries; (iv) the sum of (A) the aggregate Borrowing Base value (i.e., the value determined by the Administrative Agent for the purpose of determining the Borrowing Base) attributed by the Administrative Agent to Oil and Gas Properties Transferred under this subsection (e) since the immediately preceding Scheduled Redetermination of the Borrowing Base, plus (B) the net aggregate Borrowing Base value attributed by the Administrative Agent to all commodity Swap Agreements that have been novated, assigned, amended, modified, replaced or terminated since the immediately preceding Scheduled Redetermination of the Borrowing Base, shall not exceed to ten percent (10%) of the Borrowing Base then in effect; and (v) if the sum of (A) the aggregate Borrowing Base value attributed by the Administrative Agent to Oil and Gas Properties Transferred under this subsection (e) sales since the immediately preceding Scheduled Redetermination of the Borrowing Base, plus (B) the net aggregate Borrowing Base value attributed by the Administrative Agent to all commodity Swap Agreements that have been novated, assigned, amended, modified, replaced or terminated since the immediately preceding Scheduled Redetermination of the Borrowing Base, exceeds five percent (5%) of the Borrowing Base then in effect, the Borrower shall deliver to the Administrative Agent ten (10) Business Days’ prior written notice of such Transfer and shall provide the Administrative Agent with such information regarding such Transfer as the Administrative Agent may reasonably request; and (e) other dispositions Transfers of Oil and Gas Properties not regulated permitted by Section 9.12(athe preceding clauses (a) to through (d) having a fair market value not to exceed $250,000 1,000,000 in any fiscal year of the Borrower. To the extent that, during any 12-month periodperiod between two successive Scheduled Redetermination Dates, Oil and Gas Properties and commodity Swap Agreements with a net aggregate Borrowing Base value in excess of five percent (5%) of the Borrowing Base, as established on the most recent of such Scheduled Redetermination Dates, are Transferred pursuant to the preceding subsection (e), or novated, assigned, amended, modified, replaced or terminated, as applicable, by the Borrower and its Subsidiaries, then the Borrowing Base will be reduced by the Borrowing Base value attributed to the Oil and Gas Properties and commodity Swap Agreements, as applicable, in excess of such five percent threshold, effectively upon delivery by the Administrative Agent of the related New Borrowing Base Notice under Section 2.07(d). For the purposes of the preceding sentence and the preceding subsection (e), the Transfer of an E&P Subsidiary owning such Oil and Gas Properties and/or commodity Swap Agreements shall be deemed the Transfer of the Oil and Gas Properties and novation, assignment, amendment, modification, replacement or termination of commodity Swap Agreements owned such E&P Subsidiary.

Sale of Properties. The Parent Guarantor and the Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary the Parent Guarantor or is replaced by equipment of at least comparable value and use; (d) sales a disposition by a Guarantor to the Borrower or by the Borrower or a Guarantor to a Guarantor; (e) a disposition of cash, cash equivalents or other dispositions financial assets in the ordinary course of business; (excluding f) an issuance of Equity Interests by a Guarantor to the Borrower or to a Guarantor; (g) any casualty or condemnation event (other than a Casualty Event covered by the following clause (i)); (h) the making of a Restricted Payment permitted by Section 9.04 or an Investment permitted by Section 9.05; (i) the sale or other disposition (including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, cash; (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Parent Guarantor and, if requested by the Administrative Agent, the Borrower Parent Guarantor shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), ) and (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (ej) sales and other dispositions of Properties not regulated by Section 9.12(asubsections (a) to (di) of this Section 9.12 having a fair market value not to exceed $250,000 1,000,000 during any 12-month periodperiod provided that any net cash proceeds of such sale or disposition permitted by the foregoing clause (i) or this clause (j) are used to prepay outstanding Loans.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) with respect to any portion of such Oil and Gas Properties which are categorized as “proved, undeveloped”, “proved, developed, non-producing” or “proved, developed, producing”, 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor other Oil and Gas Properties then similarly classified, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report (including to the extent that such assets are relevant to operating expenses or net realized prices for Oil and Gas Properties included in the most recently delivered Reserve Report) during any period between two successive Scheduled Redetermination Dates has a fair market value an Engineered Value that, when aggregated with the Swap Termination Value of derivatives terminated pursuant to Section 9.19, will exceed 5% of the amount of the then effective Borrowing Base (in each case, as reasonably determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned Engineered Value of such Property Oil and Gas Properties disposed of (as determined by the Required Lenders assigned such Property in Administrative Agent and confirmed by the most recently delivered Reserve Report Super-Majority Lenders) and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) sales, transfers, swaps or exchanges of Oil and Gas Properties or interests therein which are not then classified as “proved”; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a) to (de) having a fair market value not to exceed $250,000 25,000,000 during any 126-month period. For the purposes of this Section 9.12, a disposition of Oil and Gas Properties shall be deemed to include the designation of a Restricted Subsidiary owning Oil and Gas Properties as an Unrestricted Subsidiary and the disposition, sale or other transfer or conveyance of Oil and Gas Properties, or Equity Interests in any Person owning Oil and Gas Properties, to an Unrestricted Subsidiary.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) other sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such other sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such other sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such other sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such other sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,00050,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined in good faith by the Required Super-Majority Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such other sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such other sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 10,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) other sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such other sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such other sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such other sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such other sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,00050,000,000, the Borrowing Base (and the Conforming Borrowing Base) shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined in good faith by the Required Supermajority Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such other sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such other sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 10,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or dispose of any Property except for: : (a) the sale or other disposition of Hydrocarbons in the ordinary course of business; ; (b) as long as no Default exists, farmouts and other dispositions of undeveloped acreage and assignments in connection with such farmouts; farmouts or dispositions (provided that if such farmout or disposition is of Oil and Gas Property included in the most recent Borrowing Base, such farmout or disposition is included in the 5% basket in Section 9.12(d)(ii) below); (c) the sale or transfer other disposition of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or a Restricted Subsidiary owning Oil and Gas Properties (including farmouts of proved reserves under clause (b)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market Borrowing Base value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or other disposition, by an amount equal to the value, if any, Borrowing Base value assigned such Property as determined by (but in no event in excess of the Required Lenders value assigned to such Property in the most recently delivered Reserve Report Report) and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; and US 9364157v.4 WEL554/78009 (e) sales or other dispositions to the Borrower or a Guarantor; (f) sales or other dispositions permitted by Section 9.04(a), Section 9.05(m), Section 9.10, or Section 9.14(b); (g) sales or other dispositions of Equity Interests in Unrestricted Subsidiaries; and (h) sales and other dispositions of Properties not regulated by Section 9.12(a) to (dg) having a fair market value not to exceed $250,000 10,000,000 during any 12six-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Majority Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons and seismic data in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding Casualty Eventse) the sale or other disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Equity Interests in any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Equity Interests in such Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, in the case of dispositions for consideration in excess of $10,000,000, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), and (iiiii) if such sale or other disposition of Oil and Gas Property or Equity Interests in such Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value exceeds five percent (as determined by 5%) of the Administrative Agent), individually or in the aggregate, in excess of $5,000,000then effective Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, reduced by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property attributable value in the most recently delivered Reserve Report and (iv) if any Borrowing Base of such sale or other disposition is of a Oil and Gas Property or Equity Interests in such Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a9.11(a) to (de) having a fair market value not to exceed $250,000 50,000,000 during any 12-month period; (g) dispositions permitted by Section 9.10; (h) any disposition to the Borrower or any Restricted Subsidiary, (i) any disposition of interests in properties to which no proved reserves of Hydrocarbons are properly attributed and (j) any disposition constituting an Investment permitted by Section 9.05.

Sale of Properties. The Borrower Parent Guarantor will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons inventory in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower Parent Guarantor or such Subsidiary as determined by the Borrowers or the Parent Guarantor or is replaced by equipment of at least comparable value and use; (c) any TTB Sale (and in connection therewith clauses (i) and (ii) but not (iii) set forth in the proviso below shall be applicable); and (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties Property or any interest therein (other than Vessel Collateral the sale, release, substitution or other disposition of which requires the consent of all Lenders or the Required Lenders, as the case may be, as provided in Section 8.16 unless such consent has been obtained) or Subsidiaries owning Oil and Gas Properties; provided that in the case of (c) and (d) above (i) 100% not less than seventy-five percent (75%) of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor cash equivalents (and in the case of any TTB Sale, not less than fifty percent (50%) of the consideration received in respect of such sale shall be cash or cash equivalents), (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein Property or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Parent Guarantor and, if requested by the Administrative Agent, the Borrower Parent Guarantor shall deliver a certificate of a Responsible Officer of the Borrower Parent Guarantor certifying to that effect), and (iii) if all such sale sales or other disposition dispositions (other than a TTB Sale) of Oil and Gas Property or Subsidiary Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has does not have a fair market value in excess of twenty percent (as determined by 20%) of the Administrative Agent), individually or Consolidated Net Tangible Assets of the Parent Guarantor in any twelve (12) month period in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in based on the most recently delivered Reserve Report reported financial position of the Parent Guarantor and (iv) if any such sale or other disposition is its Subsidiaries on a consolidated basis as of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests most recent quarter end preceding the end of such Subsidiary; and twelve (e12) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.”

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (including through the sale of a production payment or overriding royalty interest) any Property of its Oil and Gas Properties except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of or similar arrangements related to undeveloped acreage and assignments in connection with such farmoutsfarmouts or similar arrangements; provided that any farmouts or similar arrangements that relate to Oil and Gas Property included in the most recently delivered Reserve Report shall require the approval of the Administrative Agent if such farmouts or similar arrangements over any rolling 12-month period relate to Oil and Gas Properties that have an NPV in excess of five percent (5%) of the Borrowing Base then in effect, but such consent shall only be required for those farmouts or similar arrangements in excess of such amount; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such any Subsidiary or that is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty EventsEvents and any indirect sale of properties by the sale of a Subsidiary) of any Oil and Gas Properties Property or any interest therein or Subsidiaries owning Oil and Gas Propertiestherein; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of to such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties was included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates and has a fair market value (as determined by the Administrative Agent)in excess of $200,000, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall automatically be reduced, effective immediately upon such sale or dispositionreduced pursuant to Section 2.07(f)(ii), by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Oil and Gas Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) the disposition of Oil and Gas Properties in exchange for fair consideration in the form of either (i) other Oil and Gas Properties of a similar use or purpose or (ii) an operator's commitment to drill an oil or natural gas well; provided that in the case of each of subclauses (i) and (ii) above, the consideration received is of equivalent or greater fair market value as the properties being disposed of (as reasonably determined by the board of directors of the Borrower) and, to the extent applicable, the Borrower has delivered title information and mortgages covering the Oil and Gas Properties received by the Borrower as may be required pursuant to Section 8.13 and Section 8.14; and sales and other dispositions of Properties not regulated by Section 9.12(a9.11(a) to (dSection 9.11(e) having a fair market value not to exceed $250,000 five percent (5%) of the Borrowing Base then in effect during any twelve (12-) month period. If following any Redetermination Date (and prior to the next Redetermination Date), the Borrower and its Subsidiaries, in the aggregate, directly or indirectly sells (whether through one or more transactions) Oil and Gas Properties having a borrowing base value equal to or in excess of ten percent (10%) of the aggregate borrowing base value of all Oil and Gas Properties of the Borrower and its Subsidiaries, as determined by the Administrative Agent based upon the most recent Reserve Report, the Required Lenders shall have the right to request an additional Borrowing Base determination in accordance with Section 2.07(b). The Administrative Agent shall reasonably cooperate with Borrower, at Borrower's cost and expense, to promptly provide a release of lien for any Oil and Gas Property that is being transferred or conveyed by the Borrower or its Subsidiaries in accordance with this Section 9.11, provided that Borrower provides the Administrative Agent with any documents or certificates reasonably requested by the Administrative Agent to establish compliance with this Section 9.11.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors other Loan Party to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property except for: : (a) the Disposition of cash and Cash Equivalents in the ordinary course of business and not prohibited by this Agreement and the sale of Hydrocarbons or geologic or seismic data and related assets in the ordinary course of business; ; (b) farmouts Dispositions (including asset swaps) in the ordinary course of business of undeveloped acreage to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts; Dispositions; (c) the sale or transfer Disposition of equipment that is no longer necessary or useful for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding Casualty Events) the Disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries of the Equity Interests of any other Loan Party owning Oil and Gas PropertiesProperties (including any designation of a Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 9.23(b)); provided that (i) 10085% of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded securitiesor Cash Equivalents (including, (ii) for a Disposition constituting a Casualty Event, insurance proceeds), the consideration received in respect of such sale or Disposition (other disposition than a Disposition constituting a Casualty Event) shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary Loan Party subject of such sale or other disposition Disposition (as reasonably determined by the board of directors (or equivalent body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or dispositionDisposition, by an amount equal and to the value, if any, assigned such Property as determined extent required by the Required Lenders assigned such Property in the most recently delivered Reserve Report Section 2.07(e) and (iv) if any such sale or other disposition Disposition is of a Subsidiary Loan Party owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Subsidiary; and Loan Party; (e) any transfer of Property (including Equity Interests of Subsidiaries) of the Borrower or any other Loan Party to the Borrower or another Loan Party, in each case so long as immediately after giving effect to such transfer, the Borrower and the other Loan Parties are in compliance with Section 8.13 without giving effect to any grace periods specified in Section 8.13; (f) the Liquidation of Hedge Agreements; provided that the Borrowing Base shall be automatically adjusted in accordance with Section 2.07(e) to the extent required thereby; (g) sales, transfers and dispositions or the compromise or settlement of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business (and not as part of a bulk sale or receivables financing); (h) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties and not affecting any Oil and Gas Properties; (i) farmouts of undeveloped acreage in the ordinary course of business and assignments in connection with such farmouts or the abandonment, farmout, exchange or other disposition of Oil and Gas Properties not constituting proven reserves; (j) so long as no Borrowing Base Deficiency exists or would result therefrom; sales and other dispositions Dispositions of Properties not regulated by Section 9.12(a) to through (di) having a fair market value not to exceed $250,000 5,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors other Loan Party to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding including Casualty Events and events that would, but for their magnitude, constitute Casualty Events), other than as provided in clauses (a) through (c) or (e), of Oil and Gas Properties or any interest therein or Restricted Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (in each case, as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiii) if not less than (A) 75% of the proceeds of such sale or other disposition of Oil and Gas Property Property, if to a Person other than an Affiliate, shall be in cash and (B) 50% of the proceeds of such sale or Subsidiary owning other disposition of Oil and Gas Properties included Property, if to an Affiliate, shall be in cash, provided that, if less than 75% of the most recently delivered Reserve Report during proceeds of any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually such sale or disposition are in the aggregate, in excess of $5,000,000cash, the Borrowing Base Borrower shall be reduced, effective immediately upon in pro forma compliance with the covenants set forth in Section 9.01 both before and after giving effect to such sale or disposition, by (iii) no Default or Event of Default has occurred and is continuing or would result from such sale or disposition, as applicable, (iv) if such sale or disposition would result in an amount equal automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower delivers reasonable prior written notice thereof to the valueAdministrative Agent, (v) if anya Borrowing Base Deficiency would result from such sale or disposition as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), assigned the Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such Property as determined by sale or disposition, to the Required Lenders assigned extent that such Property in prepayment would have been required under Section 3.04(c)(iii) after giving effect to such automatic redetermination of the most recently delivered Reserve Report Borrowing Base, and (ivvi) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; and and (e) sales and other dispositions of Properties (other than Equity Interests in MEMP GP) not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 10,000,000 in the aggregate during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (afor xxx) the sale of Hydrocarbons in the ordinary course of business; (bxxxi) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (cxxxii) the sale or transfer of (1) equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; use or (d2) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or interests therein or Restricted Subsidiaries owning Oil and Gas Properties to which there were no proved reserves attributed in the most recent Reserve Report delivered to the Lenders; xxxiii) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; xxxiv) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii1) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii2) if the fair market value of such sale or other disposition (including asset swaps) of Oil and Gas Property Properties or Restricted Subsidiary owning Oil and Gas Properties Property included in the most recently delivered Reserve Report (whether made for non-cash consideration or otherwise) during any period between two successive Scheduled Redetermination Dates has a fair market value determinations of Total Reserve Value exceeds five percent (5%) of the Total Reserve Value in effect at such time (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base Total Reserve Value shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property Properties in the most recently delivered Reserve Report Report, (iii) an amount equal to 100% of the Net Cash Proceeds received from such sale, lease or other disposition shall be used within 180 days of such disposition: (1) to acquire Property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or to improve or replace any existing Property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (including, without limitation, to pay for exploration activities and drilling and completion costs of new xxxxx and related activities), (2) to repay Debt under the Senior Revolving Credit Agreement or (3) any time after the first anniversary of the Effective Date, to prepay the Notes (or any combination of the foregoing) and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such SubsidiaryRestricted Subsidiary (unless such Restricted Subsidiary is contemporaneously therewith being designated as an Unrestricted Subsidiary pursuant to Section 9.06(b)); and (exxxv) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed $250,000 2,500,000 during any 126-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates redeterminations of the Borrowing Base has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000five percent (5%) of the Borrowing Base then in effect, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (each, a “Transfer”) except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts farmouts, sales or other dispositions of undeveloped acreage and assignments in connection with such farmouts; farmouts with the approval of the Administrative Agent in its sole discretion; (c) the sale or transfer of equipment that is no longer useful or necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and or use; ; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (disposition, as reasonably determined by the management or, with respect to a Material Divestiture, the board of directors or other governing body of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; , and (iv) with respect to any Material Divestiture, the Borrower shall be in pro forma compliance after giving effect to such Material Divestiture with each of the financial covenants in Section 9.01 and shall have delivered to the Administrative Agent the certificate required by Section 8.01(w) attaching calculations demonstrating such pro forma compliance; (e) Transfers of Property to the Borrower or any Guarantor; and (f) Transfers permitted by Section 9.03, Section 9.04(a), Section 9.10 and Section 9.11 (other than Section 9.11(iv); (g) the trade or exchange of Oil and Gas Properties constituting Proved Undeveloped Reserves or Oil and Gas Properties not constituting Proved Reserves for Oil and Gas Properties of like kind and equivalent value (including any cash or Cash Equivalents necessary to achieve an exchange of equivalent value); provided that (i) the aggregate value of all Oil and Gas Properties traded or exchanged pursuant to this Section 9.12(g) shall not exceed $10,000,000 and (i) (A) the value for any Oil and Gas Properties constituting Proved Undeveloped Reserves shall be the net present value of such Oil and Gas Property (using a 10% discount rate) as such value is set forth in the most recently delivered Reserve Report and (B) the value for any Oil and Gas Properties not constituting Proved Reserves shall be the fair market value of such Oil and Gas Property; (h) any Transfer of assets pursuant to (i) a condemnation, appropriation, seizure or similar taking or proceeding by a Governmental Authority, (ii) the requirement of, or at the direction of, a Governmental Authority or (iii) a Casualty Event; (i) the termination, surrender or release of leases and subleases, in each case in the ordinary course of business to the extent the Borrower determines in good faith that such leases or subleases are not economic or the Borrower has no right to extend or renew such lease or sublease; and (j) sales and other dispositions Transfers of Properties not regulated by Section 9.12(a) to (dother than any Oil and Gas Property constituting Proved Developed Producing Reserves) having a fair market value not to exceed $250,000 10,000,000 during any 12-month period. Notwithstanding anything to the contrary in this Section 9.12, in no event shall the Borrower or any Subsidiary enter into any “DrillCo” transaction or similar transaction where the Borrower or any Subsidiary conveys any Oil and Gas Property to any Person in exchange for the funding of any drilling or development costs.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons and seismic data in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; , and (d) any disposition to the Borrower or another Loan Party; (e) dispositions permitted by Section 9.10; (f) the creation of a Lien permitted by Section 9.03; (g) Restricted Payments permitted by Section 9.04; (h) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or of Subsidiaries owning Oil and Gas Properties; provided that the following are satisfied: (i) 100% at least seventy-five percent (75%) of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, or Investments of the type described in Sections 9.05(c), (d), (e) or (f) or new Oil and Gas Properties or any combination of the foregoing, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperties, interest therein or Subsidiary subject Subsidiaries that are the subjects of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of Equity Interests in a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; , and (eiv) sales to the extent that such sale or other disposition constitutes a Borrowing Base Property Disposition, in connection therewith, (A) the Borrowing Base shall be reduced or redetermined in accordance with Section 2.07(e), unless such reduction is not required pursuant to the first proviso in Section 2.07(e), and other (B) the Borrower shall, or shall cause its Subsidiaries to, make all mandatory prepayments required by, and within the time periods set forth in, Section 3.04(c)(iii) (including after giving effect to any Borrowing Base reduction pursuant to Section 2.07(e)) (i) dispositions of Properties not regulated Investments permitted by Section 9.12(a9.05(c) to through (d) having a fair market value not to exceed $250,000 during any 12-month period.f);

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (other than to the Borrower or any Guarantor) except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage to which no proved reserves are attributable and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions (excluding Casualty Events) disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100either (A) at least 75% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesand any portion of the non-cash consideration received (to the extent constituting an Investment) is permitted under Section 9.05 or (B) such consideration consists of Oil and Gas Properties which qualify for nonrecognition of gain or loss under the provisions of Section 1031 of the Code (provided that notwithstanding the foregoing, if a Borrowing Base Deficiency results from such disposition, the cash portion of the consideration shall be an amount at least sufficient to pay such Borrowing Base Deficiency under Section 3.04(c)(iv)), (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect)disposition, (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report (other than the Riley Ridge Gas Plant and Related Assets) during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000five percent (5%) of the then effective Borrowing Base, the Borrowing Base shall may be reduced, effective immediately upon such sale or dispositionreduced by the Required Lenders, by an amount equal not to exceed the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a9.10(a) to (d) having a fair market value not to exceed $250,000 200,000,000 during any 12-month period; and (f) the sale of the Riley Ridge Gas Plant and Related Assets.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-farm out, convey or otherwise transfer any Property (other than to the Borrower or a Guarantor) except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; ; (dc) sales or sales, assignments, farm-outs, conveyances and other dispositions (excluding Casualty Events) transfers of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) the fair market value of all Properties sold or disposed of pursuant to this clause (c) shall not exceed $5,000,000 in the aggregate, (ii) 100% of the consideration received in respect of such sale sale, assignment, farm-out, conveyance, or other disposition transfer shall be cash and/or publicly traded securitiescash, (iiiii) the consideration received in respect of such sale sale, assignment, farm-out, conveyance, or other transfer shall be equal to or greater than the fair market value of the Property sold or disposed of (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect) and (iv) if such proceeds have not, within 30 days of such sale, assignment, farm-out, conveyance, or transfer, been applied in the purchase of replacement Properties, 100% of such proceeds shall be applied as required pursuant to Section 3.04(c)(v); (d) the disposition of Oil and Gas Properties to the extent that such property is exchanged for Oil and Gas Properties for the purpose of creating contiguous leaseholds with existing Oil and Gas Properties, provided that, (i) the value of such Oil and Gas Properties so exchanged does not exceed in the aggregate, $10,000,000 per annum, (ii) the fair market value of the Properties acquired by the Borrower or its Subsidiary in respect of such exchange shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject Properties disposed of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), and (iii) if at the time of any such disposition, no Default, no Event of Default and no Borrowing Base Deficiency shall have occurred or would result therefrom; and (e) the sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in provided that the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually of all Properties sold or in the aggregate, in excess disposed of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal pursuant to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and this clause (e) sales and other dispositions of Properties shall not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period1,000,000 in aggregate per annum and provided further that, at the time of such sale, no Default, no Event of Default and no Borrowing Base Deficiency shall have occurred or would result therefrom.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors other Loan Party to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding including Casualty Events and events that would, but for their magnitude, constitute Casualty Events), other than as provided in clauses (a) through (c) or (e), of Oil and Gas Properties or any interest therein or Restricted Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (in each case, as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiii) if not less than (A) 75% of the proceeds of such sale or other disposition of Oil and Gas Property Property, if to a Person other than an Affiliate, shall be in cash and (B) 50% of the proceeds of such sale or Subsidiary owning other disposition of Oil and Gas Properties included Property, if to an Affiliate, shall be in cash, provided that, if less than 75% of the most recently delivered Reserve Report during proceeds of any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually such sale or disposition are in the aggregate, in excess of $5,000,000cash, the Borrowing Base Borrower shall be reduced, effective immediately upon in pro forma compliance with the covenants set forth in Section 9.01 both before and after giving effect to such sale or disposition, by an amount equal to the value(iii) no Default or Event of Default has occurred and is continuing or would result from such sale or disposition, if anyas applicable, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is would result in an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower delivers reasonable prior written notice thereof to the Administrative Agent, (v) if a Subsidiary owning Oil and Gas Properties, Borrowing Base Deficiency would result from such sale or other disposition shall include all as a result of an automatic redetermination of the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) Borrowing Base pursuant to (d) having a fair market value not to exceed $250,000 during any 12-month period.Section

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) with respect to any portion of such Oil and Gas Properties which are categorized as “proved, undeveloped”, “proved, developed, non-producing” or “proved, developed, producing”, 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor other Oil and Gas Properties then similarly classified, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of 10% of the amount of the then effective Borrowing Base (in each case, as reasonably determined by the Administrative AgentSuper-Majority Lenders), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; (e) sales, transfers, swaps or exchanges of Oil and Gas Properties or interests therein which are not then classified as “proved”; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a) to (de) having a fair market value not to exceed $250,000 10,000,000 during any 126-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer Dispositions of equipment Property that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions Dispositions (excluding including Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100not less than 75% of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded securitiesor other Oil and Gas Properties, (ii) the consideration received in respect of such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors of the Parent on behalf of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower Parent certifying to that effect), (iii) if such sale or other disposition Disposition of Oil and Gas Property Properties or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000five percent (5%) of the then current Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such sale or dispositionDisposition, by an amount equal to the value, if any, assigned such Property (as determined by the Required Lenders assigned such Property Lenders) in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (dSection 9.12(d) having a fair market value not to exceed $250,000 2,500,000 during any 12-month periodperiod and (f) the sale of all of any portion of any Investment permitted by Section 9.05(n).

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Oil and Gas Property included in the most recent Reserve Report delivered to Lenders or any interest therein or any Restricted Subsidiary owning any such Oil and Gas Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; farmouts or the abandonment, farm-out, exchange, lease, sublease or other disposition of Oil and Gas Properties not containing proved reserves capable of being produced in economic quantities and which are not included in the Borrowing Base in the ordinary cause of business; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of such Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning such Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperty (other than in the case of a Casualty Event), interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a any Responsible Officer of the Borrower certifying to that effectBorrower), (iiiii) if such sale or other disposition of such Oil and Gas Property included in the Borrowing Base or Restricted Subsidiary owning such Oil and Gas Properties included in the most recently delivered Reserve Report Property during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by in excess of 10% of the Administrative Agent)Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iviii) if any such sale or other disposition is of a Restricted Subsidiary owning such Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; and ; (e) sales the sale of Oil and Gas Properties in connection with tax credit transactions complying with §29 of the Code or any other analogous provision whether now existing or hereafter enacted, which sale does not result in a reduction in the right of the Borrower or any Restricted Subsidiary to receive the cash flow from such Oil and Gas Properties and which sale is on terms reasonably acceptable to the Administrative Agent; (f) transfers and other dispositions of Properties not regulated among the Borrower and the Restricted Subsidiaries subject to the limitations set forth in Section 9.06(g)(iii); (g) transfers permitted by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period9.11.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value prior to the Tranche B Termination Date in excess of $5,000,000, or after the Tranche B Termination Date in excess of $10,000,000 (in each case, as reasonably determined by the Administrative AgentSuper-Majority Lenders), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall (and prior to the Tranche B Termination Date, the Tranche A Portion and the Present Value)shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (de) having a fair market value not to exceed $250,000 2,000,000 during any 126-month period.

Sale of Properties. The Parent Guarantor and the Borrower will not, and will not permit any of the Guarantors Restricted Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or dispose of any Property except for: : (a) the sale or other disposition of Hydrocarbons in the ordinary course of business; ; (b) as long as no Default exists, farmouts and other dispositions of undeveloped acreage and assignments in connection with such farmouts; dispositions (provided that if such disposition is of Oil and Gas Property included in the most recent Borrowing Base, such disposition is included in the 5% basket Section 9.12(d)(iii) below); (c) the sale or transfer other disposition of equipment that is no longer necessary for the business of the Parent Guarantor, the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of Parent Guarantor or the Borrower and, if requested by the Administrative Agent, the Parent Guarantor or the Borrower shall deliver a certificate of a Responsible Officer of the Parent Guarantor or the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or a Restricted Subsidiary owning Oil and Gas Properties (including farmouts of proved reserves under (b)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market Borrowing Base value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or other disposition, by an amount equal to the value, if any, Borrowing Base value assigned such Property as determined by (but in no event in excess of the Required Lenders value assigned to such Property in the most recently delivered Reserve Report Report) and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) sales or other dispositions to the Borrower or a Guarantor; (f) sales or other dispositions permitted by Section 9.04(a), Section 9.05(n), Section 9.10 or Section 9.14(b); (g) sales or other dispositions of Equity Interests in Unrestricted Subsidiaries; (h) the trade, exchange or other disposition (including by or in connection with unitization) of any developed Oil and Gas Property or any interest therein; provided that: (i) (A) the majority of the consideration received in respect of such trade, exchange or other disposition shall consist of Oil and Gas Properties or interests therein, and (eB) if any cash is received as consideration in respect of such trade, exchange or other disposition, the fair market value of the Oil and Gas Property so disposed of shall be allocated over the consideration received, and the portion thereof corresponding to the cash received shall be treated as a sale under clause (d) above; (ii) the consideration received in respect of such disposition shall be equal to or greater than the fair market value of the Oil and Gas Property or interest therein subject of such sale or other disposition (as reasonably determined by the Parent Guarantor or the Borrower and, if requested by the Administrative Agent, the Parent Guarantor or the Borrower shall deliver a certificate of a Responsible Officer of the Parent Guarantor or the Borrower certifying to that effect); (iii) if such disposition of Oil and Gas Property included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a Borrowing Base value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, the Borrowing Base shall be reduced, effective immediately upon such disposition, by an amount equal to the Borrowing Base value assigned such Property (but in no event in excess of the value assigned to such Property in the most recently delivered Reserve Report); and (iv) if so requested by the Borrower, and the Borrower provides to the Administrative Agent a Reserve Report with respect to the Oil and Gas Properties acquired as consideration in respect of such trade, exchange or other disposition, the Administrative Agent and the Lenders shall, at their discretion and in accordance with the procedures set forth in Section 2.07, redetermine the Borrowing Base in respect of the Oil and Gas Properties so acquired (and such request by the Borrower shall not constitute a request for an Interim Redetermination); (i) sales or other dispositions of (i) Qualified Midstream Assets and (ii) Equity Interests of a Subsidiary if substantially all of the assets of such Subsidiary constitute Qualified Midstream Assets; (j) sales or other dispositions of (i) real property and other assets of the types described in Section 9.03(i) and (ii) Equity Interests of a Subsidiary if substantially all of the assets of such Subsidiary constitute assets of the types described in Section 9.03(i); and (k) sales and other dispositions of Properties not regulated by Section 9.12(a) to (dj) having a fair market value not to exceed $250,000 25,000,000 during any 12six-month period.”

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by in excess of 5% of the Administrative Agent)then current Borrowing Base, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; (e) the sale or other disposition of Oil and Gas Properties for other Oil and Gas Properties held by third parties to the extent such exchanged Oil and Gas Property is not currently included in the then applicable Borrowing Base and where the consideration therefore is solely other Oil and Gas Properties of materially equivalent fair market value; and (ef) sales and other dispositions transfers of Oil and Gas Properties not regulated by Section 9.12(a) to (de) and not currently included in the then applicable Borrowing Base having a fair market value not to exceed $250,000 2,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (c) the sale or transfer transfer, in the ordinary course of business, of (i) equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (dii) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or interests therein or Subsidiaries owning Oil and Gas Properties, which were not taken into account in determining the most recent Borrowing Base or to which there were no proved reserves attributed in the most recent Reserve Report delivered to the Lenders; (d) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a9.11(a) to (d) having a fair market value not to exceed the greater of $250,000 175,000 or five percent (5%) of the then effective Borrowing Base during any 12-month period.

Sale of Properties. The Borrower and Aurora will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of Aurora or the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower or Aurora, as applicable, and, if requested by the Administrative Agent, the Borrower or Aurora, as applicable, shall deliver a certificate of a Responsible Officer of the Borrower or Aurora certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of $1,000,000 (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (de) having a fair market value not to exceed $250,000 1,000,000 during any 126-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmoutsfarmouts or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing proved reserves capable of being produced in economic quantities and which are not included in the most recently delivered Reserve Report in the ordinary course of business; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding e) the sale or other disposition (including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of $15,000,000 (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iviii) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) the sale of Oil and Gas Properties in connection with tax credit transactions complying with Section 29 of the Code or any other analogous provision whether now existing or hereafter enacted, which sale does not result in a reduction in the Borrower's or its Restricted Subsidiaries', as the case may be, right to receive the cash flow from such Oil and Gas Properties and which sale is on terms reasonably acceptable to the Administrative Agent; (eg) dispositions of Investments (including cash and cash equivalents) the proceeds of which are used in accordance with Section 9.03 or as otherwise permitted hereunder; (h) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (dj) having a fair market value not to exceed $250,000 5,000,000 during any 126-month period; (i) transfers and other dispositions among the Borrower and the Restricted Subsidiaries subject to the limitations set forth in Section 9.05(g)(iii); and (j) transfers permitted by Section 9.11 and Section 9.12.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (other than to the Borrower or any Guarantor) except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage to which no proved reserves are attributable and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding Casualty Eventsincluding farm-outs as to which proved reserves are attributable) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100either (A) at least 85% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesand any portion of the non-cash consideration received (to the extent constituting an Investment) is permitted under Section 9.05, except that in the case of a farm-out, such consideration may be non-cash, or (B) such consideration consists of Oil and Gas Properties which qualify for nonrecognition of gain or loss under the provisions of Section 1031 of the Code (provided that notwithstanding the foregoing, if a Borrowing Base Deficiency results from such disposition, the cash portion of the consideration shall be an amount at least sufficient to pay such Borrowing Base Deficiency under Section 3.04(c)(iv)), (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (and if such sale is for Oil and Gas Properties having a fair market value in excess of $10,000,000, as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition (including farm-outs of undeveloped acreage to which proved reserves are attributable) of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000five percent (5%) of the then effective Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a9.11(a) to (d) having a fair market value not to exceed $250,000 5,000,000 during any 12-month period, (f) sale of Investments held pursuant to Section 9.05, (g) sales, transfers, swaps or exchanges of Oil and Gas Properties or interests therein which are not then classified as “proved”, (h) dispositions permitted by Sections 9.10, (i) transfers of condemned Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such Property as part of an insurance settlement and (j) cash Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (provided that if such Investment involves the transfer of Oil and Gas Properties, then such Investment must also comply with Section 9.11(d)(ii) or (iii)), and transactions permitted by Section 9.09.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property or Unwind any Borrowing Base Hedging Agreement except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of or similar arrangements related to undeveloped acreage and assignments in connection with such farmoutsfarmouts or similar arrangements; provided that any farmouts or similar arrangements that relate to Oil and Gas Properties included in the most recently delivered Reserve Report shall require the approval of the Administrative Agent if such farmouts or similar arrangements over any rolling 12-month period relate to Oil and Gas Properties that have an NPV in excess of five percent (5%) of the Borrowing Base then in effect, but such consent shall only be required for those farmouts or similar arrangements in excess of such amount; (c) the sale or transfer of equipment that is obsolete, worn out or no longer necessary or useful for the business of the Borrower or such any Subsidiary or that is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding Casualty Events) the Disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that that: (i) 100% of the consideration received 95 in respect of such sale or other disposition Disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors (or equivalent body) of the Borrower Borrower, and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties were included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has and the Disposition thereof results in a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000Triggering Event, the Borrowing Base shall automatically be reducedreduced pursuant to Section 2.07(e)(ii), effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition Disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Subsidiary; and ; (e) sales the Disposition of Oil and Gas Properties in exchange for fair consideration in the form of either (i) other Oil and Gas Properties of a similar use or purpose or (ii) an operator’s commitment to drill an oil or natural gas well; provided that in the case of each of subclauses (i) and (ii) above, the consideration received is of equivalent or greater fair market value as the properties being Disposed of (as reasonably determined by the board of directors (or equivalent body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect) and, to the extent applicable, the Borrower has delivered title information and mortgages covering the Oil and Gas Properties received by the Borrower as may be required pursuant to Section 8.12 and Section 8.13; (f) the Unwinding of Borrowing Base Hedging Agreements; provided that if such Unwind results in a Triggering Event the Borrowing Base shall be reduced to the extent required by Section 2.07(e)(i); (g) the Dispositions set forth on Schedule 9.11; and (h) and other dispositions Dispositions of Properties not regulated by Section 9.12(a9.11(a) to (dSection 9.11(g) having a fair market value not to exceed $250,000 five percent (5%) of the Borrowing Base then in effect during any twelve (12-) month period. The Administrative Agent shall reasonably cooperate with Borrower, at Borrower’s cost and expense, to promptly provide a release of lien for any Oil and Gas Properties that are being Disposed by the Borrower or its Subsidiaries in accordance with this Section 9.11, provided that Borrower provides the Administrative Agent with any documents or certificates reasonably requested by the Administrative Agent to establish compliance with this Section 9.11.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors manager of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (as determined by 5%) of the Administrative Agent)then effective Conforming Borrowing Base, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base and Conforming Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 1,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage that contain no Proved Reserves and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) and sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; , provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if one or more such sale sales or other disposition dispositions during any twelve-month period is of Oil and Gas Property Properties consisting of either (A) Proved Developed Producing Reserves having a value of $250,000 or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (more as determined by the Administrative Agent), individually Majority Revolving Lenders or in (B) Proved Reserves having a value of $500,000 or more as determined by the aggregateMajority Revolving Lenders, in excess of $5,000,000each case, then, first, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the valuevalue determined by the Majority Lenders, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and the Borrower shall prepay the Revolving Loans and Term Loans to the extent required pursuant to Section 3.02(d) and Section 3.02(e), and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower Parent Guarantor will not, and will not permit any of the Guarantors its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons inventory in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment (other than Vessel Collateral) that is no longer necessary for the business of the Borrower Parent Guarantor or such Subsidiary as determined by the Borrower or the Parent Guarantor or is replaced by equipment of at least comparable value and use; (c) the sale or other disposition of those certain vessels disclosed to the Administrative Agent in writing and certified by a Responsible Officer of the Parent Guarantor on or prior to the Closing Date (the “Specified Vessel Sales”) (and in connection therewith clauses (i) and (ii) but not (iii) set forth in the proviso below shall be applicable); and (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties Property or any interest therein (other than Vessel Collateral, or Equity Interests in any Person owning any Vessel Collateral, the sale, release, substitution or other disposition of which requires the consent of all Lenders or the Required Lenders, as the case may be, as provided in Section 8.16, unless such consent has been obtained) or Subsidiaries owning Oil and Gas Properties; provided that in the case of (c) above (i) 100% not less than seventy-five percent (75%) of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor cash equivalents, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein Property or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower Parent Guarantor and, if requested by the Administrative Agent, the Borrower Parent Guarantor shall deliver a certificate of a Responsible Officer of the Borrower Parent Guarantor certifying to that effect), and (iii) if all such sale sales or other disposition dispositions (other than a Specified Vessel Sale) of Oil and Gas Property or Subsidiary Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has do not have a fair market value in excess of twenty percent (as determined by 20%) of the Administrative Agent), individually or Consolidated Net Tangible Assets of the Parent Guarantor in any twelve (12) month period in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in based on the most recently delivered Reserve Report reported financial position of the Parent Guarantor and (iv) if any such sale or other disposition is its Subsidiaries on a consolidated basis as of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests most recent quarter end preceding the end of such Subsidiary; and twelve (e12) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (c) the sale or transfer of (i) equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; use or (dii) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or interests therein or Restricted Subsidiaries owning Oil and Gas Properties to which there were no proved reserves attributed in the most recent Reserve Report delivered to the Lenders; (d) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; (e) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiii) if the fair market value of such sale or other disposition (including asset swaps) of Oil and Gas Property Properties or Restricted Subsidiary owning Oil and Gas Properties Property included in the most recently delivered Reserve Report (whether made for non-cash consideration or otherwise) during any period between two successive Scheduled Redetermination Dates has a fair market value exceeds five percent (5%) of the Borrowing Base in effect at such time (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property Properties in the most recently delivered Reserve Report and Report, (iviii) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such SubsidiaryRestricted Subsidiary (unless such Restricted Subsidiary is contemporaneously therewith being designated as an Unrestricted Subsidiary pursuant to Section 9.06(b)); and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed $250,000 2,500,000 during any 126-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or dispose of any Property except for: : (a) the sale or other disposition of Hydrocarbons in the ordinary course of business; ; (b) as long as no Default exists, farmouts and other dispositions of undeveloped acreage and assignments in connection with such farmouts; farmouts or dispositions (provided that if such farmout or disposition is of Oil and Gas Property included in the most recent Borrowing Base, such farmout or disposition is included in the 5% basket in Section 9.12(d)(iii) below); (c) the sale or transfer other disposition of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or a Restricted Subsidiary owning Oil and Gas Properties (including farmouts of proved reserves under (b)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market Borrowing Base value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or other disposition, by an amount equal to the value, if any, Borrowing Base value assigned such Property as determined by (but in no event in excess of the Required Lenders value assigned to such Property in the most recently delivered Reserve Report Report) and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; and ; (e) sales or other dispositions to the Borrower or a Guarantor; (f) sales or other dispositions permitted by Section 9.04(a), Section 9.05(m), Section 9.10, or Section 9.14(b); (g) sales or other dispositions of Equity Interests in Unrestricted Subsidiaries; and (h) sales and other dispositions of Properties not regulated by Section 9.12(a) to (dg) having a fair market value not to exceed $250,000 2,500,000 during any 12six-month period.”

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding 715347206 14464587 Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas PropertiesProperties (including the MidCon Asset Sale); provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors (or comparable governing body) of the Borrower General Partner and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates redeterminations of the Borrowing Base has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000five percent (5%) of the Borrowing Base then in effect, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and or such other amount as determined by the Required Lenders, (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such SubsidiarySubsidiary and (v) if, after giving effect to the sale or other disposition of such Oil and Gas Properties, the aggregate notional volumes of projected monthly production that remain hedged pursuant to Swap Transactions of the Borrower exceed for any period following the consummation of such sale or other disposition the notional volumes of projected monthly production from the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower would be permitted to hedge in accordance with Section 9.17(a) if it were then entering into such Swap Transactions (for purposes of this Section 9.12(d), the “Maximum Hedge Amount”), then the Borrower shall unwind, novate, terminate or enter into offsetting positions (each of which shall be a permitted sale or disposition for purposes of this Section 9.12) with respect to an amount of the notional volumes hedged under Swap Transactions such that the aggregate notional volumes of projected monthly production covered by remaining Swap Transactions shall not exceed the Maximum Hedge Amount; (e) the sale or other disposition of cash, Cash Equivalents or Equity Interests in the Borrower; and (ef) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors its Restricted Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; ; (c) the sale or transfer of equipment that is obsolete, worn out or no longer necessary or useful for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding Casualty Events) the Disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that that: (i) either (A) 100% of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded securitiescash; or (B) if less than 100% of the consideration received in respect of such Disposition shall be cash, then (1) such Disposition shall be made to an unaffiliated third party, (2) the Administrative Agent shall have provided its prior written consent to such Disposition (such consent not to be unreasonably withheld, conditioned or delayed) and (3) both before and immediately after giving effect to any such Disposition, (x) no Default, Event of Default or Borrowing Base Deficiency exists or would exist, (y) Liquidity is at least 10% of the Loan Limit and (z) the Consolidated Leverage Ratio does not exceed 3.00 to 1.00 (on a pro forma basis after giving effect to such Disposition), as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the Reference Period ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available; (ii) the consideration received in respect of such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors (or equivalent body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectBorrower), ; (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Restricted Subsidiary; and (iv) to the extent applicable, the Borrowing Base shall be reduced pursuant to, and to the extent required by, Section 2.07(e). (e) sales Dispositions of any Oil and other Gas Properties which are not evaluated in the Reserve Report most recently delivered to the Administrative Agent pursuant to Section 8.11 (or which were assigned no Borrowing Base value in the most recent Borrowing Base redetermination pursuant to Section 2.07 (as determined by the Administrative Agent in its sole discretion at the time of the most recent Borrowing Base redetermination)) to unaffiliated third parties; provided that (i) both before and immediately after giving effect to any such Disposition, (A) no Default, Event of Default or Borrowing Base Deficiency exists or would exist, (B) Liquidity is at least 10% of the Loan Limit and (C) the Consolidated Leverage Ratio does not exceed 3.00 to 1.00 (on a pro forma basis after giving effect to such Disposition), as the Consolidated Leverage Ratio is recomputed on such date using (x) Consolidated Total Debt outstanding on such date and (y) EBITDAX for the Reference Period ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available, and (ii) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of such reserves (as reasonably determined by the board of directors (or equivalent body) of the Borrower); (f) dispositions of cash and Investments described in Sections 9.05(c), (d), (e) and (f); (g) (i) Dispositions permitted under Section 9.10, (ii) Liens permitted under Section 9.03, (iii) Restricted Payments permitted under Section 9.04 and (iv) Investments permitted under Section 9.05; provided that, notwithstanding the foregoing, any Disposition of any Oil and Gas Property or interest therein or any Restricted Subsidiary owning Oil and Gas Properties in connection with the foregoing clauses (g)(iii)-(iv) shall also be subject to, and constitute a Disposition regulated by, Section 2.07(e); (h) Dispositions among the Borrower and its Wholly-Owned Subsidiary Guarantors; provided that both before and after giving effect to such Disposition, (A) no Default or Event of Default exists or would exist and (B) the Borrower and the Restricted Subsidiaries are in compliance with Section 8.13 as of the date of such Disposition without giving effect to any grace period specified in such Section; (i) Dispositions in the ordinary course of business consisting of the abandonment or cancellation of any intellectual property which, in the reasonable good faith determination of the Borrower is not material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (j) Dispositions of Properties not constituting Oil and Gas Properties and not otherwise regulated by Section 9.12(a) to (d) having a i), the fair market value of which for all such Dispositions since the Effective Date does not to exceed $250,000 during 15,000,000 in the aggregate; (k) So long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, Dispositions of Equity Interests in Unrestricted Subsidiaries; and (l) any 12-month periodCasualty Event.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (collectively, “Transfer”) (i) any Oil and Gas Property or any interest in Hydrocarbons produced or to be produced therefrom, (ii) any Gathering System, and (iii) the Equity Interest in any Restricted Subsidiary that owns any Oil and Gas Property or any Gathering System, except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer Transfer of equipment in the ordinary course of business or that is no longer necessary for the business of the Borrower or such Subsidiary Loan Party or is replaced by equipment of at least comparable value and use; ; (dc) sales or other dispositions (excluding Casualty Events) Transfers of Oil and Gas Properties or to which no Proved Reserves are attributed and Transfers of all (but not less than all) of the Equity Interests in any interest therein or Restricted Subsidiary that does not own any Proved Reserves; (d) Transfers of Oil and Gas Properties to which Proved Reserves are attributed, Transfers of Gathering Systems and Transfers of Equity Interests in Restricted Subsidiaries owning any of the foregoing assets, provided in each case that: (i) ninety percent (90%) of the consideration (determined after excluding assumption of liabilities but without duplication of any reduction in the cash consideration received by the Borrower or its Restricted Subsidiaries on account of such assumption of liabilities) received in respect of such Transfer shall be cash, Cash Equivalents or Oil and Gas Properties; provided in addition that not less than seventy-five percent (i75%) 100% of the consideration received in respect of such sale Transfer (determined after excluding assumption of liabilities but without duplication of any reduction in the cash consideration received by the Borrower or other disposition its Restricted Subsidiaries on account of such assumption of liabilities) shall be cash and/or publicly traded securitiesor Cash Equivalents, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Property Transferred (as reasonably determined by the board of directors (or its equivalent) of the Borrower or, in the case of a transfer for consideration of $7,500,000 or less, a Responsible Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale Transfer is a Transfer of Equity Interests in a Restricted Subsidiary, it is a Transfer of all Equity Interests of such Restricted Subsidiary then owned, directly or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined indirectly, by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report Borrower and (iv) if the fair market value of the Proved Reserves, the Gathering Systems or Equity Interests in Restricted Subsidiaries owning any of the foregoing assets, as applicable, disposed of in such Transfer is greater than or equal to $50,000,000, the Lead Investor shall have consented to such Transfer (provided that the foregoing consent right shall not apply if the proceeds of such Transfer will be used to repay the Indebtedness outstanding under this Agreement (including any premium) in full); (e) the sale, trade or other disposition of seismic, geologic or other data, licenses and similar rights; and (f) Transfers among the Loan Parties; provided, that the Net Cash Proceeds of any Transfer of any Property shall be used to prepay the Loans as and to the extent required in accordance with Section 3.04(c). The Administrative Agent will, upon request and at the expense of the Borrower, release its Liens on (x) any Property (and release any transferred Guarantor from the Guaranty and Collateral Agreement) permitted to be sold or otherwise transferred under this Section 9.12, or (y) any other Collateral not subject to this Section 9.12 upon the sale or transfer thereof, in each case effective as of the time of the sale or transfer thereof; provided, that in each case, the Administrative Agent may request and be entitled to rely on a certificate of a Responsible Officer of the Borrower certifying that such sale or other disposition transfer is of a Subsidiary owning Oil and Gas Propertiespermitted by this Agreement. Although subject to Section 3.04(c), such sale Casualty Events shall not be considered Transfers restricted by or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by subject to this Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period9.12.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding e) the sale or other disposition (including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 10075% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities(and any non-cash consideration received shall be pledged as collateral to secure the Indebtedness), provided that if a Borrowing Base Deficiency exists at such time 100% of such consideration shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has is sold for a fair market value (as determined by price in excess of 7% of the Administrative Agent)Oil and Gas Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, then the Oil and Gas Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) the sale or other disposition (including Casualty Events) of any Midstream Assets or any interest therein or any Restricted Subsidiary owning Midstream Assets; provided that (i) 75% of the consideration received in respect of such sale or other disposition shall be cash (and any non-cash consideration received shall be pledged as collateral to secure the Indebtedness), provided that if a Borrowing Base Deficiency exists at such time 100% of such consideration shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Midstream Assets, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) the Midstream Component shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the EBITDA-HFS contribution of such Midstream Assets for the most recent four quarters for which financial statements have been received by the Administrative Agent multiplied time 3.5 and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Midstream Assets, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (g) sales and other transfers of Properties between the Borrower and any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; (h) contribution of the Haynesville Assets (as such term is defined in the Formation and Contribution Agreement) to Newco contemporaneous with the execution of the Newco LLC Agreement; and (ei) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (df) having a fair market value not to exceed $250,000 25,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors other Group Member to, sell, assign, farm-out, convey or otherwise transfer any Property (subject to Section 9.10) except for: : (a) the sale or other Disposition of Hydrocarbons in the ordinary course of business; (b) farmouts if no Default or Event of undeveloped acreage Default has occurred and assignments in connection with such farmoutsis continuing, the sale or other Disposition (including any farmout or similar agreement) of Oil and Gas Properties not given any Borrowing Base Value or Equity Interests of any Restricted Subsidiary that does not own any Oil and Gas Properties given any Borrowing Base Value; (c) the sale or transfer of equipment that (i) is obsolete, worn out, or no longer necessary for the business of the Borrower or such Subsidiary other Group Member or (ii) is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions Disposition (excluding including Casualty EventsEvents or in connection with any condemnation proceeding) of any Oil and Gas Properties Property that is given Borrowing Base Value or any interest therein or Subsidiaries Equity Interests of any Restricted Subsidiary owning Oil and Gas PropertiesProperties that are given Borrowing Base Value, or the Unwind of Swap Agreements; provided that that: (i) 100% no Default or Event of Default has occurred and is continuing nor would a Default, Event of Default or Borrowing Base Deficiency (after giving effect to Section 2.08(a) and any prepayment of the Loans made with the proceeds of such sale or other Disposition or Unwind (including any prepayment required to be made pursuant to Section 2.08(a))) result therefrom, (ii) either (A) substantially all of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded securitiesor cash equivalents and any non-cash consideration received (to the extent constituting an Investment) is permitted under Section 9.05 and is pledged as collateral to secure the Secured Obligations to the extent required by the Loan Documents or (B) the consideration consists of other Oil and Gas Properties, (iiiii) the consideration received in respect of such a sale or other disposition Disposition of any Oil and Gas Property, interest therein or Equity Interests of any Subsidiary owning Oil and Gas Properties shall be equal to or greater than the fair market value Fair Market Value of the Oil and Gas Property, Equity Interest or interest therein or Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors a Responsible Officer of the Borrower and, and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectthe foregoing), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition Disposition is of Equity Interests of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all 100% of the Equity Interests of such Restricted Subsidiary; and (e) sales and other dispositions Dispositions for cash of Properties (not otherwise regulated by Section 9.12(a9.11(a) to (dthrough Section 9.11(d)) having a fair market value Fair Market Value not to exceed $250,000 1,250,000 during any twelve (12-) month period.; 91 007870-0083-15888-Active.27383864

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included the Borrower is in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon pro forma compliance with Section 9.01(d) after giving effect to such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; (e) the sale or other disposition of Oil and Gas Properties for other Oil and Gas Properties held by third parties to the extent such exchanged Oil and Gas Property is not currently included in the then applicable Borrowing Base under the Senior Revolving Credit Agreement and where the consideration therefore is solely other Oil and Gas Properties of materially equivalent fair market value; and (ef) sales and other dispositions transfers of Oil and Gas Properties not regulated by Section 9.12(a) to (de) and not currently included in the then applicable Borrowing Base under the Senior Revolving Credit Agreement having a fair market value not to exceed $250,000 2,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Oil and Gas Property included in the most recent Reserve Report delivered to Lenders or any interest therein or any Restricted Subsidiary owning any such Oil and Gas Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; farmouts or the abandonment, farm-out, exchange, lease, sublease or other disposition of Oil and Gas Properties not containing proved reserves capable of being produced in economic quantities and which are not included in the Borrowing Base in the ordinary cause of business; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of such Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning such Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperty (other than in the case of a Casualty Event), interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a any Responsible Officer of the Borrower certifying to that effectBorrower), (iiiii) if such sale or other disposition of such Oil and Gas Property included in the Borrowing Base or Restricted Subsidiary owning such Oil and Gas Properties included in the most recently delivered Reserve Report Property during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by in excess of 10% of the Administrative Agent)Conforming Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, the Borrowing Base and the Conforming Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iviii) if any such sale or other disposition is of a Restricted Subsidiary owning such Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; and ; (e) sales the sale of Oil and Gas Properties in connection with tax credit transactions complying with §29 of the Code or any other analogous provision whether now existing or hereafter enacted, which sale does not result in a reduction in the right of the Borrower or any Restricted Subsidiary to receive the cash flow from such Oil and Gas Properties and which sale is on terms reasonably acceptable to the Administrative Agent; (f) transfers and other dispositions of Properties not regulated among the Borrower and the Restricted Subsidiaries subject to the limitations set forth in Section 9.06(g)(iii); (g) transfers permitted by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period9.11.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer (each, a “Disposition”) any Property except for: : (a) the sale of Hydrocarbons and seismic data (other than such data pertaining to proved Oil and Gas Properties evaluated in the most recent Reserve Report) in the ordinary course of business; ; (b) farmouts Dispositions of undeveloped acreage, including undeveloped acreage of the Credit Parties under any farmout agreements not included in the most recent Reserve Report, and assignments in connection with such farmouts; farmouts and transfers; (c) the sale or transfer or abandonment of obsolete, worn-out or surplus equipment that is no longer necessary for the business of the Borrower or such Subsidiary Guarantor or is replaced by equipment of at least comparable value and use; ; (d) sales or other dispositions (excluding Casualty Events) the Disposition of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100in the case of any such Disposition other than a Specified Disposition (as defined below), at least 75% of the consideration received in respect of such sale or other disposition Disposition shall be cash and/or publicly traded (it being understood that for purposes of calculating such 75% for purposes of this clause (i) only, any securities, notes or other consideration received by the Borrower or any Guarantor in respect of such Disposition that could reasonably be expected to be converted into cash within 90 days after such Disposition and which are, within such 90 day period, converted by the Borrower or such Guarantor into cash shall be deemed to be cash for purposes of this clause (i) to the extent of the cash received in such conversion); (ii) in the case of any Specified Disposition, the cash consideration received in respect of such Disposition shall be at least equal to the greater of (A) 75% of the total consideration received in respect of such Disposition and (B) the value attributed to the Oil and Gas Properties subject to such Specified Disposition, if any, in the then effective Borrowing Base; (iii) the consideration received in respect of such sale or other disposition Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition Disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iiiiv) if if, after giving effect to such sale or other disposition Disposition, the aggregate Engineered Value of Oil and Gas Property or Subsidiary owning the Oil and Gas Properties included in the most recently delivered Reserve Report covered by Dispositions made during any period between two successive Scheduled Redetermination Dates has a fair market value Dates, would exceed five percent (5%) of the Borrowing Base as then in effect (as reasonably determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or dispositionDisposition, by an amount equal to the value, if any, assigned to the Property subject to such Property as determined by the Required Lenders assigned such Property Disposition in the most recently delivered Reserve Report then effective Borrowing Base (any such Disposition for which there is a Borrowing Base reduction pursuant to this clause (iv) being referred to herein as a “Specified Disposition”), and (ivv) if any such sale or other disposition Disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition Disposition shall include all the Equity Interests of such Subsidiary; and ; (e) sales Dispositions of Property by any Credit Party to any other Credit Party; (f) Dispositions permitted by Sections 9.03, 9.04, 9.05 and 9.11; (g) Asset Swaps; (h) use of cash and cash equivalents for transactions not expressly prohibited hereunder; (i) Dispositions consisting of the licensing or sublicensing of intellectual property and licenses, leases or subleases of other dispositions Property (other than Oil and Gas Properties); (j) cancellations of Properties intercompany Debt between or among Credit Parties; (k) Dispositions of Property required under the CPDA; and (l) Disposition of Property not regulated by otherwise permitted in the preceding clauses of this Section 9.12(a9.12); provided that, (i) to such Disposition is not of any Property described in clauses (da) having a — (e) of the definition of “Oil and Gas Properties” in Section 1.02 of this Agreement, and (ii) the fair market value of all Property disposed of pursuant to this Section 9.12(l) shall not to exceed $250,000 during any 12-month period10,000,000.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a9.11(a) to (d) having a fair market value not to exceed $250,000 1,000,000 during any 12-month period.

Sale of Properties. The Parent Guarantor and the Borrower will not, and will not permit any of the Guarantors Restricted Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or dispose of any Property except for: for (a) the sale or other disposition of Hydrocarbons in the ordinary course of business; (b) as long as no Default exists, farmouts of undeveloped acreage and assignments in connection with such farmoutsfarmouts (provided that if such farmout is of Oil and Gas Property included in the most recent Borrowing Base, such disposition is included in the 5% basket below); (c) the sale or transfer other disposition of equipment that is no longer necessary for the business of the Parent Guarantor, the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of Parent Guarantor or the Borrower and, if requested by the Administrative Agent, the Parent Guarantor or the Borrower shall deliver a certificate of a Responsible Officer of the Parent Guarantor or the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or a Restricted Subsidiary owning Oil and Gas Properties (including farmouts of proved reserves under (b)) included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or other disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) sales or other dispositions to the Borrower or a Guarantor; (f) sales or other dispositions permitted by Section 9.04(a), Section 9.05(n) or Section 9.14(b); (g) sales or other dispositions of Equity Interests in Unrestricted Subsidiaries; and (eh) sales and other dispositions of Properties not regulated by Section 9.12(a) to (dg) having a fair market value not to exceed $250,000 2,500,000 during any 12six-month period.”

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; ; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; , provided that if any farmout of acreage includes proved reserves, such proved reserves shall be included in the 7% basket of clause (e)(ii); (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; ; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; (excluding e) the sale or other disposition (including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas PropertiesProperties included in the Borrowing Base; provided that (i) 10075% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities(and any non-cash consideration received shall be pledged as collateral to secure the Secured Obligations), provided that if a Borrowing Base Deficiency exists at such time 100% of such consideration shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary asset subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of if, during any period between two successive Scheduled Redetermination Dates, the aggregate consideration paid for all (A) Oil and Gas Property Properties included in the most recently delivered Reserve Report or Subsidiary (B) Equity Interests of Restricted Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report that are Disposed of during any such period between two successive Scheduled Redetermination Dates has a fair market value (as determined by exceeds 7% of the Administrative Agent)Borrowing Base then in effect, individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) sales and other transfers of Properties between the Borrower and any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; and and (eg) if no Event of Default or Borrowing Base Deficiency then exists, sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed the greater of $250,000 10,000,000 or 5% of the then effective Borrowing Base during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning any Oil and Gas Properties except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmoutsfarmouts or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing proved reserves capable of being produced in economic quantities and which are not included in the most recently delivered Reserve Report in the ordinary course of business; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperty (other than in the case of a Casualty Event), interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a or any Responsible Officer of the Borrower certifying to that effectBorrower), (iiiii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of five percent (5%) of the Borrowing Base then in effect (as reasonably determined by the Administrative Agentboard of directors of the Borrower), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iviii) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) the sale of Oil and Gas Properties in connection with tax credit transactions complying with §29 of the Code or any other analogous provision whether now existing or hereafter enacted, which sale does not result in a reduction in the Borrower’s or its Restricted Subsidiaries’, as the case may be, right to receive the cash flow from such Oil and Gas Properties and which sale is on terms reasonably acceptable to the Administrative Agent; (f) transfers and other dispositions among the Borrower and the Restricted Subsidiaries subject to the limitations set forth in Section 9.05(g)(iii); and (eg) sales and other dispositions of Properties not regulated transfers permitted by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period9.12.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage to which no proved reserves are attributed and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included the Borrower is in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon pro forma compliance with Section 9.01(d) after giving effect to such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) the sale or other disposition of Oil and Gas Properties for other Oil and Gas Properties held by third parties to the extent such exchanged Oil and Gas Property is not currently included in the then applicable Borrowing Base under the Senior Revolving Credit Agreement and where the consideration therefore is solely other Oil and Gas Properties of materially equivalent fair market value; (f) sales and other dispositions transfers of Oil and Gas Properties not regulated by Section 9.12(a) to (de) and not currently included in the then applicable Borrowing Base under the Senior Revolving Credit Agreement having a fair market value not to exceed $250,000 2,000,000 during any 12-month period; (g) the sale of equipment that is obsolete or has no or di minimis value; and (h) the sale or transfer of Property to the Borrower or a Subsidiary that is a Guarantor.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: : (a) the sale of Hydrocarbons in the ordinary course of business; . (b) farmouts of undeveloped acreage acreage, zones or depths and assignments in connection with such farmouts; . (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable similar value and use; . (d) sales the sale or other dispositions disposition (excluding including Casualty Events) of any Oil and Gas Property (including production payments) or of any interest therein or any Subsidiary owning Oil and Gas Properties or of any interest therein or Subsidiaries owning Oil and Gas PropertiesEquity Interest in any Partnership; provided that (i) 100at least 75% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiesor other Oil and Gas Properties or a Person owning Oil and Gas Property or Equity Interests in Partnerships, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the value as determined in the most recent Reserve Report of the Oil and Gas Property or the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower seller of such Property and, if requested by the Administrative Agent, the Borrower seller of such Property shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), and (iii) if (A) such sale or other disposition is of any Oil and Gas Property or (including farm-outs permitted under Section 9.11(b)), any Equity Interests in a Subsidiary owning Oil and Gas Properties or the Equity Interests in a Partnership which, in any such case, was included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has which formed the basis for a Borrowing Base redetermination and (B) the value as determined in the most recent Reserve Report of such Oil and Gas Property or the fair market value of such Equity Interest in a Subsidiary or Equity Interest in a Partnership exceeds ten percent (as determined by 10%) of the Administrative Agent)then effective Borrowing Base, individually or in the aggregateaggregate with all other such sales or dispositions since the most recent Borrowing Base redetermination, in excess of $5,000,000, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the allocated value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and recent Borrowing Base redetermination. (e) sales and other the sale or disposition of the assets of, or any Equity Interest in, any Subsidiary that is not required by the Loan Documents to be a Guarantor. (f) dispositions of Properties not regulated permitted by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period9.09 and Section 9.10.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) as long as no Default or Event of Default exists, farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; use and (d) sales or other dispositions (excluding Casualty Events) the sale of Oil and Gas Properties or of the Borrower and any interest therein or of its Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration price received in respect of by the Borrower or such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be Subsidiary is equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included (ii) 100% of the net cash proceeds from such sale are paid to the Administrative Agent for the then outstanding Indebtedness in the most recently delivered Reserve Report during manner set forth in Section 10.02(c). For purposes of Section 9.12(d), the sum of $4,750 per net acre for the acres associated with any period well sold by the Borrower to Republic pursuant to either the Republic Agreement or that certain Sixth Amendment to Farm-Out and Area of Joint Development Agreement dated March 31, 2011 between two successive Scheduled Redetermination Dates has a the Borrower and Republic (the “Republic AJDA”) shall be considered “fair market value (as determined value”. Each Lender hereby authorizes the Administrative Agent to, and the Administrative Agent shall, release any collateral sold to Republic pursuant to the terms of this Section 9.12. Each Lender authorizes the Administrative Agent to, and the Administrative Agent shall, at the Borrower’s expense, execute and deliver to the Borrower any releases of Liens, termination statements, assignments or other documents reasonably requested by the Administrative Agent), individually or Borrower in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if connection with any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month periodsale.

Sale of Properties. The Borrower will not, and will not permit any of the Guarantors Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales the sale, transfer or other dispositions disposition of Equity Interests in Unrestricted Subsidiaries; the sale or other disposition (excluding including Casualty Events) of any Oil and Gas Properties Property or any interest therein or Subsidiaries any Restricted Subsidiary owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale sale, lease or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect); provided that if a "Borrowing Base" deficiency under the Senior Revolving Credit Agreement shall exist, then either (1) the Majority Lenders must have consented, such consent not to be unreasonably withheld or delayed, to such sale, lease or other disposition, (2) the sale, lease or other disposition must occur pursuant to an auction held in accordance with procedures that are ordinary and customary in the oil and gas industry or (3) the sale, lease or other disposition must occur pursuant to a non-binding bid process conducted by the Borrower or a regionally or nationally recognized oil and gas asset disposition advisory company in accordance with procedures that are customary in the oil and gas industry, (iii) at such time and after giving effect to such sale, lease or other disposition, no Borrowing Base deficiency under the Senior Revolving Credit Agreement shall exist, provided, that the condition that no Borrowing Base deficiency under the Senior Revolving Credit Agreement shall exist at the time of any such sale, lease or other disposition shall not apply if the Borrower notifies the Administrative Agent that proceeds of such sale, lease or other disposition shall be used to remedy a Borrowing Base deficiency under the Senior Revolving Credit Agreement and the Borrower in fact uses such proceeds to remedy such Borrowing Base deficiency, to the extent thereof, with any surplus proceeds being used for one or more of the purposes permitted by 66 clause (v) of this Section 9.13, (iv) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has determinations of Total Reserve Value is sold for a fair market value (as determined by price in excess of 10% of the Administrative Agent)Borrowing Base of the Senior Revolving Credit Agreement, individually or in the aggregate, in excess of $5,000,000, then the Borrowing Base Total Reserve Value shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (ivv) if any an amount equal to 100% of the net proceeds received from such sale or other disposition is of a Subsidiary owning Oil and Gas Propertiessale, such sale lease or other disposition shall include all the Equity Interests be used within 90 days of such Subsidiarydisposition: (1) to acquire Property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the Properties sold, leased or otherwise disposed of or to improve or replace any existing Property of the Borrower and its Subsidiaries used or useful in carrying on the business of the Borrower and its Subsidiaries, (2) to repay or retire Debt under the Senior Revolving Credit Agreement (with a permanent reduction in the commitments thereunder) or (3) to prepay the Loans; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a9.13(a) to (de) having a fair market value not to exceed $250,000 4,000,000 during any 12-month period.