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 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. (a) The Borrower will shall not, and will shall not permit any of the Guarantors its Restricted Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer make any Property except for: Asset Disposition unless (ai) 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 Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least comparable 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-cash consideration), of the shares and use; assets subject to such Asset Disposition, (dii) 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) 100at least 75% 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 Borrower or such Restricted Subsidiary, as the case may be, from such Asset Disposition is in the form of directors of the Borrower andcash or Cash Equivalents or Additional Assets, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), or any combination thereof and (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included except as provided 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)Section 3.04, 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 100% of the valueNet Available Cash from such Asset Disposition is applied, if anywithin one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, assigned such Property as determined by the Required Lenders assigned Borrower or such Property Restricted Subsidiary, as the case may be, to invest in Additional Assets; provided that to the most recently delivered Reserve Report 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 (iv) if 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 sale Net Available Cash in accordance with this paragraph (a), the Borrower and its Restricted Subsidiaries may temporarily reduce Debt or other disposition is of a Subsidiary owning Oil and Gas Properties, otherwise invest such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties Net Available Cash in any manner not regulated prohibited by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month periodthis Agreement.

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 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 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 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 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 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 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 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. 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: (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 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 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 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 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 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 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 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: 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 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.. Section 9.13

Sale of Properties. The Borrower Each Obligor will not, and will not permit any of the Guarantors 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 Borrower such Obligor or such Subsidiary or is replaced by equipment of at least comparable value and use; (c) transactions 69 permitted under Section 9.10 and 9.11; (d) transactions among Subsidiaries and/or Obligors not prohibited by other sections of this Agreement; (e) the sale of the Indonesian Properties, provided that any such sale is to Persons that are not Affiliates of EEX, is for fair market value and 100% of the net cash proceeds are in immediately available funds and retained overriding royalty or similar interests not intended to be a form of seller financing; (f) transfers of cash and cash equivalents permitted by Section 9.05; (g) ordinary course-of-business farm-outs, joint-ventures and assignments covering off-shore leasehold interests for fair market value and ordinary course-of-business sales or farm-outs of on-shore undeveloped (nonproved) Properties for fair market value; and (h) sales, farm-outs, leases, subleases or other dispositions (excluding for fair market value, Casualty Events) Events and dispositions resulting from the exercise of eminent domain, condemnation or nationalization, abandonments or relinquishments of Oil and Gas Properties or any interest therein or Subsidiaries (which Subsidiaries are not Obligors) owning Oil and Gas Properties; provided provided, for this clause (h), that (i) 100% of the consideration received in respect of 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 Subsidiaries (other than an Obligor) 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)exceeding $20,000,000.00, individually or in the aggregate, shall require the consent of the Required Lenders in excess their sole discretion, and additionally, any such sales or dispositions by EEX E&P exceeding $10,000,000.00, individually or in the aggregate, shall also require the consent of the Required Lenders in their sole discretion; provided further that if an Obligor or any Subsidiary exchanges Hydrocarbon Interests for Hydrocarbon Interests of a lesser value of another Person, then the amount counted toward the $5,000,000, the Borrowing Base shall 20,000,000.00 and $10,000,000.00 caps in permitted sales described in this clause (h) will be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by difference between the Required Lenders assigned such Property in value of the most recently delivered Reserve Report and (iv) if Hydrocarbon Interests transferred less the value of the Hydrocarbon Interests received. 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 capital stock of such Subsidiary; . Sales or other dispositions permitted by Section 9.12(g) and (eh) sales shall be subject to Section 2.03(c). All or part of the FPS may be sold pursuant to Section 9.04(b) and other dispositions of Properties not regulated by the proceeds applied to prepay the Secured Notes or Junior Capital; otherwise, such proceeds shall be used to prepay the Indebtedness pursuant to Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period2.03(c).

Sale of Properties. The Borrower Each Credit Party will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, make an Asset Sale or farm-out, convey or otherwise transfer out any Property except for: (a) with respect to Asset Sales other than Casualty Events, where cash payment at least equal to the sale Fair Market Value of Hydrocarbons in the ordinary course of businessasset sold is received contemporaneously with such Asset Sale; and (b) farmouts for (i) sales or other dispositions (including Casualty Events) of undeveloped acreage Oil and assignments Gas Properties or interests therein or Subsidiaries owning Oil and Gas Properties to which there were no reserves attributed in connection with such farmouts; the Reserve Report most recently delivered to the Lenders, (cii) the sale or transfer of equipment that is no longer necessary for the business of the Borrower such Credit Party or such Subsidiary or is replaced by equipment of at least comparable value and use; , and (diii) sales or other dispositions (excluding including Casualty Events) of Oil and Gas Properties (other than those Oil & Gas Properties described in clause (a) above) or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that Properties (other than those Oil & Gas Properties described in clause (i) 100% of the consideration received in above); provided that, with respect of such to any sale or other disposition shall be cash and/or publicly traded securitiespursuant to this clause (iii), (iiA) such Asset Sales may be made if the consideration received Net Cash Proceeds thereof are used to repay Debt under the First Lien Credit Agreement to the extent payments are required due to a reduction in respect the borrowing base thereunder (and such payments shall no longer be required once prepayments under the First Lien Credit Agreement shall have reduced the outstandings thereunder to no more than 75% of the then-current Borrowing Base of each tranche of the First Lien Facilities), and (B) except as provided in clause (A) above, the present value of all such sale or other disposition Oil and Gas Properties sold during a given Fiscal Year shall be equal to or greater than not exceed 10% of the fair market value Proven Present Value of the Oil and Gas Property, interest therein or Subsidiary subject Properties of such sale or other disposition (as reasonably determined by the board of directors of the Borrower andCredit Party and its Subsidiaries; provided, if requested by the Administrative Agentfurther that, 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 any 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 Borrower’s 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 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 farmouts; (cothers, including without limitation 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 it 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 any of its Subsidiaries (other than the Borrower) owning Oil and Gas Properties; provided that with respect to this clause (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 its board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a its 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 under this clause (d) (together with any transfers or dispositions under clause (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 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 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; and (f) sales of the Oklahoma Gas Gathering Assets.

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 in excess of $2,000,000 (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; (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 Sections 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 9.02(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 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: (ay) the sale of Hydrocarbons in the ordinary course of business; (bz) farmouts of undeveloped acreage and assignments in connection with such farmouts; (caa) 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; (dprovided that the total fair market value of such equipment being sold or transferred does not exceed $250,000 during any 12-month period; bb) 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 (i1) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (ii2) 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), (iii3) 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; (iv4) 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 (e5) 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 cc) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a total fair market value not to exceed $250,000 500,000 during any 12-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 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) any other sales or other dispositions (excluding Casualty Events) of Properties, including Oil and Gas Properties, Midstream Properties or any interest therein or Subsidiaries owning Oil and Gas PropertiesProperties or Midstream Properties or any interest in any Joint Venture; provided that (i) 100% of the consideration received in respect of 733476286 14464587 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 has a redeterminations of the Borrowing Base the 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 those Oil and Gas Properties included in the most recently delivered Reserve Report (or of the interest therein or of Subsidiaries owning Oil and Gas Properties)Properties that are to be sold or disposed of, when aggregated with the Midstream Attributed Value of all Midstream Properties sold since the last recalculation of the Midstream Component, exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base may be reduced, effective immediately upon exceeds $1,000,000, then the Borrower shall use the net cash proceeds of such sale or other disposition, to prepay Loans in accordance with Sections 2.07(f) and 2.07(b)(ii3.03(c), (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 RBL 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 RBL 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 RBL Swap Transactions such that the aggregate notional volumes of projected monthly production covered by remaining RBL Swap Transactions shall not exceed the Maximum Hedge Amount; (e) the sale of the MidCon Assets so long as (i) the MidCon Assets have not been included in the determination of the RBL Component, (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 MidCon Assets sold or otherwise disposed of (as reasonably determined by the board of directors (or comparable governing body) of the General Partner and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying to that effect), and (iii) the proceeds of any such sale or disposition are used to prepay outstanding Advances; (f) the sale or other disposition of cash,of Cash Equivalents or Equity Interests in the Borrower; and (egf) sales and other dispositions of Properties not regulated by Section 9.12(a) to (dfe) 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 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 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 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.

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 will not, and Each Loan Party will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property containing proved reserves constituting a portion of the Borrowing Base except for: 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 farmoutstransactions; (c) 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 Loan Party 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 Restricted Subsidiary owning Oil and Gas Properties; provided that (i) no Event of Default exists at the time or as a result of such sale, (ii) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securitiescash, (iiiii) 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 (or its equivalent) of the Borrower such Loan Party and, if requested by the Administrative Agent, the Borrower such Loan Party shall deliver a certificate of a Responsible Officer of the Borrower such Loan Party certifying to that effect), (iiiiv) 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 77 Resolute Aneth, LLC Amended & Restated Credit Agreement EXECUTION VERSION successive Scheduled Redetermination Dates has a fair market value (in excess of 10% of the Borrowing Base then in effect as determined by the Administrative Agent)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 any mandatory prepayments required by Section 3.04(c)(iii) shall be made concurrently and (ivv) 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 (d8.12(a)-(d) having a fair market value not to exceed $250,000 1,000,000 during any 126-month period; and (f) the sale, trade or other disposition of seismic, geologic or other data, licenses and similar rights; provided that the cash proceeds (net of costs of sale) of any sale, assignment, farm-out, conveyance or other transfer of any Property containing proved reserves constituting a portion of the Borrowing Base (A) when any Event of Default exists shall be used to prepay the Borrowings and (B) when the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base shall be used to prepay the Borrowings in accordance with Section 3.04(c)(ii). The Administrative Agent will upon request and at the expense of the Borrower release its Liens on any Property (and release the Guaranty Agreement of any Guarantor) permitted to be sold or otherwise transferred under this Section 9.12, effective as of the time of such sale or transfer. Casualty Events shall not be considered transfers restricted by or subject to this Section 9.12.

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 Borrower will not, and will not permit any of the Guarantors Subsidiary to, sell, assign, farm-out, convey convey, dispose of 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 Midstream Asset, or Swap Agreement now existing or hereafter arising which has been incorporated into the most recent determination of the Borrowing Base (as determined by the Administrative Agent), or any Subsidiary owning any such Oil and Gas Property, Midstream Asset or Swap Agreement (any such Oil and Gas Property, Midstream Asset, or Swap Agreement being in this section called a "Borrowing Base Asset"), unless (a) no Event of Default will exist after the 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 (x) in the case of any such Oil and Gas Property, the value the Administrative Agent attributed to such Oil and Gas Property for purposes of the most recent redetermination of the Borrowing Base and/or Conforming Borrowing Base, (y) in the case of any such Midstream Assets, the aggregate net cash proceeds received (inclusive of all holdbacks, estimated earn-outs and other deferred compensation, in each case calculated as if earned in full in cash on the initial date of transfer, and measured at the time of such sale or other disposition), and (z) in the case of any such Swap Agreement, the aggregate net cash proceeds received (measured at the time of such sale, termination, unwind or other disposition)) of all Borrowing Base Assets 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, in the Administrative Agent's discretion, an amount not to exceed the aggregate value the Administrative Agent attributed to such other transferred Borrowing Base Assets for purposes of the most recent redetermination of the Borrowing Base and/or Conforming Borrowing Base, 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 or other disposition is the transfer 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 periodSubsidiaries that own no Borrowing Base Assets.

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 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 $250,000 500,000 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 dates on which the Total Reserve Value is determined in accordance with Section 2.07 has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,00025,000,000, 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 Total Reserve Value of such Property as determined by the Required Lenders assigned such Property in calculated pursuant to 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 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 $5,000,000, 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 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 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 $5,000,000, 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 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; 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 4,000,000 during any 12-month period.

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 (whether by division or otherwise), 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 Loan Party or is replaced by equipment of at least comparable value and use; (d) the sale, transfer or other disposition of Equity Interests in Subsidiaries that are not Loan Parties; (e) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries Guarantors owning Oil and Gas PropertiesProperties and the Swap Monetization of Swap Agreements; provided that (i) 100% if the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes to such Oil and Gas Property and/or Swap Agreement for purposes of the consideration received most recent determination of the Borrowing Base (which Borrowing Base was approved or deemed approved by the requisite Lenders in respect accordance with Section 2.07)) of such sale sales or other disposition dispositions of Oil and Gas Properties or Guarantors owning Oil and Gas Properties, when aggregated with the Swap Monetization of Swap Agreements pursuant to the terms of this Agreement, since the last Scheduled Redetermination Date is in excess of ten percent (10%) of the Borrowing Base, then the Borrowing Base will be automatically reduced by an amount reasonably determined by the Administrative Agent and approved by the Supermajority Lenders, which redetermined Borrowing Base shall be cash and/or publicly traded securitieseffective upon delivery by the Administrative Agent of the related New Borrowing Base Notice under Section 2.07(d), and if the Aggregate Revolving Credit Exposures exceed the Borrowing Base as adjusted after such reduction in the Borrowing Base, the Borrower shall prepay Borrowings in accordance with Section 3.04(c)(iii), (ii) the consideration received in respect of such sale disposition or other disposition shall be equal to or greater than the Swap Monetization is for at least 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 Guarantor owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such SubsidiaryGuarantor; and (ef) sales and other dispositions of Properties (other than Oil and Gas Properties or Guarantors owning Oil and Gas Properties) not regulated by Section Sections 9.12(a) to (de) having a fair market value not to exceed $250,000 50,000,000 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 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 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 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 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 25,000,000 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 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: (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 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 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 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 athe fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess ofof those Oil and Gas Properties included in the most recently delivered Reserve Report (or of $5,000,000the interest therein or of Subsidiaries owning Oil and Gas Properties) that are to be sold or disposed of, when aggregated with the Midstream Attributed Value of all Midstream Properties sold since the last recalculation of the Midstream Component, exceeds five percent (5%) of the Borrowing Base shall then in effect, then the Borrowing Base shallmay 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 or such other amount as determined by the Required Lendersin accordance with Sections 2.07(f) and 2.07(b)(ii), (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 RBL 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 RBL 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 RBL Swap Transactions such that the aggregate notional volumes of projected monthly production covered by remaining RBL Swap Transactions shall not exceed the Maximum Hedge Amount; (e) the sale of the MidCon Assets so long as (i) the MidCon Assets have not been included in the determination of the RBL Component, (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 MidCon Assets sold or otherwise disposed of (as reasonably determined by the board of directors (or comparable governing body) of the General Partner and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying to that effect), and (iii) the proceeds of any such sale or disposition are used to prepay outstanding Advances; (f) the sale or other disposition of cash, Cash Equivalents or Equity Interests in the Borrower; and (efg) sales and other dispositions of Properties not regulated by Section 9.12(a) to (ddf) 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 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 Conforming 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 Conforming 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 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(a9.11(a) to (d) having a fair market value not to exceed the greater of $250,000 1,000,000 or five percent (5%) of the then effective Conforming 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 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 (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 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 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 $25,000,000, 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(aSections 9.11(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 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 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 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 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 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 farmouts, sales or other dispositions of undeveloped acreage and assignments in connection with such farmoutsfarmouts with the approval of the Administrative Agent; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary a Credit Party 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 (as determined by the Administrative Agent)in excess of $2,000,000, 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(e)(ii), 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 the disposition of Oil and Gas Properties in exchange for fair consideration in the form of either (i) other dispositions Oil and Gas Properties of Properties not regulated by Section 9.12(aa 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 (di) having a and (ii) above, the consideration received is of equivalent or greater fair market value not to exceed $250,000 during any 12-month period.as the properties

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 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 and Threshold Amount 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; 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 2,000,000 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 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 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 owning Oil and Gas Propertiesany Restricted Subsidiary; 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) (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 (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 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(a9.11(a) to (d) having a fair market value not to exceed $250,000 1,000,000 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); and (g) Casualty Events of Properties which are not Oil and Gas Properties.

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 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 Parent and the Borrowers will not, and will not permit any of the Guarantors other Credit Party to, sell, assign, farm-out, convey or otherwise transfer any Property property containing proved reserves constituting a portion of the Borrowing Base except for: for (a) the sale, lease, transfer or other disposition of any Oil and Gas Properties from one Borrower to another Borrower; (b) the sale of Hydrocarbons in the ordinary course of business; (bc) farmouts farmouts, sales or other dispositions of undeveloped acreage and assignments in connection with such farmoutstransactions; (cd) 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 Credit Party or is replaced by equipment of at least CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT comparable value and use; and (de) sales provided no Event of Default exists, and provided further the total Credit Exposure does not exceed the Borrowing Base at the time of such sale or disposition, the sale or other dispositions (excluding Casualty Events) disposition of any Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas PropertiesProperty; provided that (i) 100% 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 consideration received in respect most recent redetermination of the Borrowing Base) of such sale Oil and Gas Properties sold or other disposition disposed of pursuant to this clause (e) in any period between Scheduled Redeterminations shall be cash and/or publicly traded securitiesnot exceed five percent (5%) of the Borrowing Base then in effect, (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, of the Property being disposed of pursuant to this clause (e) which is in excess of five percent (5%) of the Borrowing Base (any Property being disposed of pursuant to this clause (e) which is in excess of five percent (5%) of the Borrowing Base is herein referred to as the “Subject Property”), such excess value being the value assigned such Subject Property as determined by the Required Lenders assigned such Property Administrative Agent in the most recently delivered Reserve Report redetermined Borrowing Base or, to the extent such value is not ascertainable from the most recently redetermined Borrowing Base, the value assigned such Subject Property by the Administrative Agent in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time, and (iviii) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such no sale or other disposition shall include all the Equity Interests of such Subsidiary; and be permitted pursuant to this clause (e) sales and other dispositions of Properties not regulated unless all mandatory prepayments required by Section 9.12(a3.04(c)(iii) to (d) having a fair market value not to exceed $250,000 during any 12-month periodare made concurrently therewith.

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: (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 (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 (and if such sale is for Oil and Gas Properties having a fair market value in excess of $50,000,000, 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 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(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 to the Riley Ridge SPV.

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 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 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 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 a 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) sales or other dispositions to the Borrower or a 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 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: 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 without limitation 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 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 $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 or of Equity Interests in Restricted Subsidiaries owning only such type of Properties; (j) dispositions of Investments permitted by Section 9.05 (c) through (f); (l) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business; (m) the creation of a Lien permitted by Section 9.03; (n) the surrender of waiver of contract rights or the disposition, settlement, release of surrender of contract, tort or other claims of any kind; and (o) a Restricted Payment permitted by Section 9.04(a).

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 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 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-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 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 Borrowers will not, and will not permit any of the Guarantors their 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 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 including Casualty Events) of Oil and Gas Properties or any interest therein or any 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 securitiesor like kind exchange, (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; (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 (as reasonably determined by shall not apply if the board Borrower notifies the Administrative Agent that proceeds of directors 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 Borrower and, if requested purposes permitted by the Administrative Agent, the Borrower shall deliver a certificate clause (v) of a Responsible Officer of the Borrower certifying to that effectthis Section 9.13(d), (iiiiv) 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 scheduled redeterminations is sold for a fair market value (as determined by the Administrative Agent)price in excess of $10,000,000, 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 value as determined by the Required Lenders assigned Majority Lenders, (v) an amount equal to 100% of the net proceeds received from 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 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 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 or (3) to Redeem the Notes; 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 2,500,000 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 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 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 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 Without the consent of the Lenders, 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 the approval of the Administrative Agent; (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 (as determined by the Administrative Agent)in excess of $250,000, 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 (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 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 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 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 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 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 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 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 Credit Agreement 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 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) 100not less than 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, (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 (dSection 9.12(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 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 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 the Administrative Agent)then current Borrowing Base in excess of 5% of the 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 in the Borrowing Base by the Required Lenders assigned such Property Administrative Agent in the most recently delivered Reserve Report its sole discretion 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 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 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 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), (3) to repay or retire Debt under the Second Lien Term Loan Agreement or (4) 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 Without the consent of the Lenders, 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 the approval of the Administrative Agent; (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 (as determined by the Administrative Agent)in excess of $250,000, 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 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; 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 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 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 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.