Common use of Sale of Properties Clause in Contracts

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of inventory in the ordinary course of business; (b) the sale or transfer of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are no longer necessary for or useful in the business of the applicable Relevant Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (c) (i) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of business; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (i) dispositions of letters of credit or similar instruments to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalents.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) dispositions of cash and cash equivalents in the ordinary course of business and in connection with the consummation of the Specified Transactions and other transactions permitted by this Agreement; (b) the sale of inventory in the ordinary course of business; (bc) the sale or transfer of equipment obsolete or worn out property and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are property no longer necessary for used or useful in the conduct of the business of the applicable Relevant Party Borrower and its Subsidiaries, whether now owned or (ii) hereafter acquired, in the case ordinary course of equipment, business or is replaced by equipment replacement property of at least comparable value and use; (cd) issuances of distributions or other Restricted Payments permitted pursuant to Section 9.04; (e) Restricted Payments permitted by Section 9.04 and Liens permitted by Section 9.03; (f) the transfer of Property to another Loan Party; (g) the transfer of Property to an Excluded Subsidiary, provided that (i) no Default exists at the time of or after giving effect to such transfer, and (ii) such transfer is deemed to be an Investment in such Excluded Subsidiary in an amount equal to the fair market value of the Property transferred as of the date of such transfer and such Investment would be permitted to be made at the time of such transfer under Section 9.05(n); (h) the transfer of Property occurring in connection with a transaction permitted by, and made in compliance with the provisions of, Section 9.10; (i) Asset Sales having, in the aggregate for all Asset Sales by the Borrower or any Subsidiary, a fair market value not to exceed $6,000,000 during any fiscal year of the Borrower; (j) other Asset Sales, subject to Section 3.04(b)(ii); (k) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of businessextent permitted under Section 9.09; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (hl) grants of leasesLeases, subleases, licenses or sublicensessublicenses (including the provision of software under an open source license), easements, rights of way or similar rights or encumbrances, encumbrances in each case, case in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (im) dispositions transfers of letters Property that has suffered a Casualty Event upon receipt of credit or similar instruments to banks or other financial institutions in the ordinary course Net Cash Proceeds of business in exchange for cash and Cash Equivalentssuch Casualty Event.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of inventory Finished Sand Inventory or other minerals in the ordinary course of businessbusiness on ordinary terms; provided that no contract for the sale of Finished Sand Inventory or other minerals (solely to the extent not involving consideration having a fair market value in excess of $3,000,000 in the aggregate, not including the Xxxxxxxx Contract) shall obligate the Borrower or any of its Subsidiaries to deliver Finished Sand Inventory or other minerals at a future date without receiving full payment therefor within ninety (90) days after delivery; (b) any such transfer permitted under Section 9.11 or the proviso to Section 9.12; (c) the sale or issuance of any Equity Interest in a Subsidiary to any Loan Party; (d) the issuance of Equity Interests (other than Disqualified Capital Stock) in the Borrower for cash; (e) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Wholly-Owned Subsidiary that is a Guarantor; (f) the sale or transfer of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in the business of the applicable Relevant Loan Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (cg) (i) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business licensing and not in connection with cross-licensing arrangements involving any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights technology or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements any Subsidiary in the ordinary course of business; (dh) the sale abandonment of any rights, franchises, licenses, or other transfer of surplus Rights of Way intellectual property that any Borrower reasonably determines are no longer used useful in its business or otherwise necessary in the business of the Relevant Parties; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiariescommercially desirable; and (i) dispositions of letters of credit or similar instruments to banks the sale or other financial institutions disposition (including Casualty Events and events that would, but for their magnitude, constitute Casualty Events) of Properties not regulated by Section 9.13(a) to (h) having a fair market value not to exceed $1,000,000 in the ordinary course of business in exchange for cash and Cash Equivalentsaggregate during any twelve (12)-month period.

Sale of Properties. The Borrower Each of the Loan Parties will not, and will not permit any other Relevant Party of its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or Dispose of any Property except for: (a) the sale of inventory in the ordinary course of business; (b) equipment that is worthless or obsolete or worn out in the sale or transfer ordinary course of equipment and supplies (including related contractual rights) that (i) are obsoletebusiness, surplus, worn out, or are which is no longer necessary for used or useful in the conduct of its business of the applicable Relevant Party or (ii) in the case of equipment, which is replaced by equipment of at least comparable value equal suitability and usevalue; (c) Dispositions to a Loan Party; (d) Dispositions (other than of Intellectual Property) resulting from any taking or condemnation of any Property of any Loan Party or any Subsidiary of any Loan Party by any Governmental Authority or any assets subject to a casualty; (e) other Dispositions of Property of fair market value not exceeding one million Dollars ($1,000,000) in the aggregate during any calendar year for which the applicable Loan Party or Subsidiary receives consideration solely in the form of cash or Cash Equivalents; provided, that the Net Cash Proceeds of such Disposition shall be subject to Section 3.04(c) to the extent that any such Property constitutes Collateral; (f) (i) dispositions Dispositions of accounts receivables equipment in connection with the collection or compromise thereof ordinary course of business not to exceed five hundred thousand Dollars ($500,000) in the aggregate during any fiscal year and (ii) Dispositions of equipment in the ordinary course of business and not in connection with any financing transaction, to the extent that (iix) termination such equipment is exchanged for credit against the purchase price of leases in the ordinary course of business, similar replacement equipment or (iiiy) the expiration proceeds of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, such Disposition are not material reasonably promptly applied to the business and operations purchase price of the Borrower and its Restricted Subsidiaries and such replacement equipment; (vig) termination Dispositions of cash or other disposition of Swap Agreements Cash Equivalents in the ordinary course of business; (dh) Dispositions in the ordinary course of business that consist of write-offs or grants of discounts or forgiveness of accounts receivable, without recourse, which are at least ninety (90) days past due in connection with the compromise or collection thereof; (i) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims upon terms and conditions determined by the Borrower in its good faith business judgment; (j) the sale or other transfer trade-in of surplus Rights of Way that are no longer used or otherwise necessary Property in the ordinary course of business of the Relevant PartiesLoan Parties and Subsidiaries for credit towards the purchase price of replacement Property (which shall constitute Collateral, to the extent such Property traded-in constituted Collateral) purchased concurrently therewith; (ek) to the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Dateextent constituting Dispositions, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, Permitted Liens and (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Restricted Payments permitted by Section 9.11(f)10.04; provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii);and (gl) to the extent constituting a transfer Disposition, any termination, settlement, extinguishment or other disposition unwinding of Propertyobligations in respect of any Hedging Agreement pursuant to the terms thereof. Notwithstanding anything to the contrary in this Section 10.10, (i) uses no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, Dispose of cash any Intellectual Property owned by any Loan Party to any Person other than a Loan Party, and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) no Loan Party shall grant to any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (Person other than Section 9.10(e)); (h) grants a Loan Party any sublicense of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (i) dispositions of letters of credit or similar instruments to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalents.any Intellectual Property. 102563340 69

Sale of Properties. The Borrower will not, and will not permit any other Relevant Loan Party to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property (including the Liquidation of any Swap Agreement) except for: (a) the sale of inventory Hydrocarbons and the lease of Oil and Gas Properties, in each case in the ordinary course of business; (b) farmouts in the sale ordinary course of business of Oil and Gas Properties consisting solely of undeveloped acreage or transfer undrilled depths to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts or the abandonment, farmout, trade, exchange, lease, sublease or other Disposition in the ordinary course of business of Oil and Gas Properties not containing proved reserves and which are not included in the most recently delivered Reserve Report; (c) the Disposition of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in the business of the applicable Relevant Borrower or any such Loan Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (cd) the (i) dispositions Disposition, other than as provided in clauses (a) through (c), of accounts receivables in connection with the collection any Oil and Gas Property or compromise thereof in the ordinary course of business any interest therein or any Restricted Subsidiary owning Oil and not in connection with any financing transaction, Gas Properties or (ii) termination of leases in the ordinary course of business, (iii) the expiration Liquidation of any option agreement Swap Agreement; provided that (A) 75% of the consideration received in respect of real such Disposition or personal PropertyLiquidation shall be cash and Cash Equivalents, or, solely with respect to Liquidations, other Swap Agreements permitted by Section 9.18; provided that, with respect to any Disposition, notwithstanding the foregoing requirement of this clause (ivA) any surrender(but, waiverfor the avoidance of doubt, settlementsubject to the other terms and conditions of this Section 9.12(d)), the Borrower and/or its Restricted Subsidiaries may exchange Hydrocarbon Interests for other Hydrocarbon Interests with the same or release of contractual rights or other litigation claims in the ordinary course of businessbetter reserve classification, reserve characteristics, reserve lives and decline profiles so long as (v1) the abandonmentaggregate Borrowing Base value, cancellation or lapse as determined by the Administrative Agent, of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business all proved Oil and operations Gas Properties of the Borrower and its the Restricted Subsidiaries exchanged for such other proved Oil and Gas Properties during any period between two successive Scheduled Redeterminations does not exceed two percent (2%) of the Borrowing Base then in effect, (2) to the extent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, after the consummation of such Disposition(s), the Borrower shall have received net cash proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency pursuant to Section 3.04(c)(iii), and (vi3) termination substantially contemporaneously with the closing of any such exchange, the Borrower or other disposition the applicable Restricted Subsidiary shall, to the extent the Borrower is not then in compliance with Section 8.13, provide title information reasonably requested by the Administrative Agent with respect to, and, to the extent the Borrower is not then in compliance with Section 8.14, grant a first-priority Lien (provided that Excepted Liens of Swap Agreements the type described in the ordinary course of business; clauses (a), (b), (c), (d), (f) and (m) of the definition thereof may exist, but subject to the provisos at the end of such definition) on, any proved Oil and Gas Properties acquired in such exchange pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes; (B) the sale consideration received in respect of such Disposition or other transfer of surplus Rights of Way that are no longer used Liquidation shall be equal to or otherwise necessary in greater than the business fair market value of the Relevant PartiesOil and Gas Property, interest therein, Restricted Subsidiary or Swap Agreement, as applicable, subject of such Disposition or Liquidation as reasonably determined by a Responsible Officer of the Borrower; (C) the Borrowing Base shall be reduced, effective immediately upon such Disposition or Liquidation, by an amount and to the extent required by Section 2.07(e); and (D) if any such Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) transfers of Properties from (i) the transfer of Property from one Loan Party Parent, the Borrower and/or its Restricted Subsidiaries to another Loan Partythe Borrower and/or any Guarantor (including the Parent); so long as at such time provided that after giving effect thereto, the Loan Party acquiring such Property has complied Parties are in compliance with its applicable obligations under Sections 8.12 and Section 8.14 (without giving effect to any grace periods or extended time times for compliance set forth therein)in such section and (ii) any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor; (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii)Casualty Events; (g) to Dispositions of the extent constituting a transfer non-cash portion of consideration (other than any Oil and Gas Properties) received for any Disposition permitted by this Section 9.12; provided that the consideration received in respect of such Disposition shall be cash or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, and for fair market value; (iih) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, 9.04 and Investments permitted by Section 9.05 9.05; (excluding Section 9.05(j)i) Dispositions in connection with the IPO Restructuring Transactions; (j) Sales, transfers, leases and mergers, consolidations and transfers Dispositions of assets permitted by Section 9.10 Properties (other than Section 9.10(e))(i) Dispositions of any Oil and Gas Properties or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidations of Swap Agreements) having a fair market value not to exceed the greater of (x) $10,000,000 and (y) 7.5% of the then-effective Borrowing Base during any 12-month period; (hk) grants Dispositions of leaseswater assets, subleasessurface rights and other Property (excluding cash, licenses or sublicensesCash Equivalents, easementsHydrocarbon Interests and Borrowing Base Properties) which is primarily related to the water supply business of KMF Water, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted SubsidiariesLLC; and (l) So long as Section 3 of the Xxxxxx Side Letter is in effect pursuant to the terms of Section 7 of the Xxxxxx Side Letter, Dispositions of the Specified ORRI pursuant to the terms of the Xxxxxx Side Letter; provided that (i) dispositions substantially contemporaneously with the closing of letters any such exchange (or such longer period as the Administrative Agent may agree in writing in its sole discretion), the Borrower or the applicable Restricted Subsidiary shall, to the extent the Borrower is not then in compliance with Section 8.13, provide title information reasonably requested by the Administrative Agent with respect to, and, to the extent the Borrower is not then in compliance with Section 8.14, grant a first-priority Lien (provided that Excepted Liens of credit the type described in clauses (a), (b), (c), (d), (f) and (m) of the definition thereof may exist, but subject to the provisos at the end of such definition) on, any proved Oil and Gas Properties acquired in such exchange pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or similar instruments appropriate) counterparts for recording purposes and (ii) the Borrowing Base shall be reduced, effectively immediately upon such Disposition, by an amount and to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalentsextent required by Section 2.07(e).

Sale of Properties. The Borrower It will not, and will not permit any other Relevant Party of its Restricted Subsidiaries to, sell, lease, assign, farm-outexchange, convey or otherwise transfer (excluding the granting of a Lien) any Property to any Person other than to it or to any of its Restricted Subsidiaries, except forit and any of its Restricted Subsidiaries: (a) the sale may sell or otherwise dispose of inventory any Property which, in the ordinary course reasonable judgment of such Person, is obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business; (b) the sale may sell, lease, assign, exchange, convey or transfer of inventory or equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are no longer necessary for or useful in the business of the applicable Relevant Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (c) (i) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with (including any financing transactionsale, (ii) termination lease, assignment, exchange, conveyance or transfer of leases Compression Assets to the UCLP Group pursuant to the Omnibus Agreement); provided, however, that when any sales, exchanges or conveyances result in the ordinary course US Borrowers and the Restricted Subsidiaries receiving more than $100,000,000 in Net Proceeds on a cumulative basis, fifty percent (50%) of business, (iiiNet Proceeds received in excess of $100,000,000 shall be applied to reduce the Aggregate Revolving Commitments as provided in Section 2.03(a) and the expiration of any option agreement unused Commitment Increase as provided in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in Section 2.15(e). Notwithstanding the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material foregoing to the business and operations of contrary, sales in accordance with Section 10.14(e) shall not apply to this Section 10.14(b). (c) may sell, lease, assign, exchange, convey or otherwise transfer Compression Assets to an ABS Subsidiary so that it may become collateral for the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of businessABS Facility; (d) the sale or other transfer so long as no Event of surplus Rights of Way that are no longer used Default has occurred and is continuing, may sell or otherwise necessary in the business dispose of Property having a value of up to 5% of the Relevant PartiesConsolidated Net Tangible Assets of it in any fiscal year; (e) may sell Compression Assets to one or more members of the transfer UCLP Group; provided that for any sale of Property more than $100,000,000 of Compression Assets not otherwise permitted by Section 10.14(b) (i) if the sales price for the Compression Assets is less than 7 times the EBITDA of Holdings and its Consolidated Subsidiaries for the last 4 quarters attributable to such assets, the US Borrowers will deliver to the Lenders a fairness opinion from one Loan Party a Person reasonably acceptable to another Loan Party; so long the US Administrative Agent with respect to the value of the consideration of such sale, (ii) in the event any fairness opinion is delivered to its board of directors in connection with such sale, a copy of which will be delivered to the Lenders, (iii) at least 30% of the value for such sale will be in LP Units conveyed to the US Borrowers or their Restricted Subsidiaries which units will be pledged as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 Collateral and 8.14 (without iv) no Default or Event of Default will occur after giving effect to any grace periods or extended time for compliance set forth therein)such sale on a pro forma basis; (f) from may sell LP Units, IDRs, Subordinated Units and after the Covenant Changeover DateGP Interests, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal subject to the fair market value provisions of the Property subject to such Disposition, (iiiSection 2.03(a) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii2.15(e); (g) may sell all or substantially all of the Property or Capital Stock of any ABS Subsidiary to any Person comprising the extent constituting a transfer or other disposition of PropertyUCLP Group; provided, however, (i) uses if the sales price for the Capital Stock is less than 7 times the EBITDA of cash Holdings and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Documentits Consolidated Subsidiaries for the last 4 quarters attributable to such ABS Subsidiary, the US Borrowers will deliver to the Lenders a fairness opinion from a Person reasonably acceptable to the US Administrative Agent with respect to the value of the consideration of such sale, (ii) in the event any Casualty Event (subject fairness opinion is delivered to Section 3.04(b)(ii))its board of directors in connection with such sale, and a copy of which will be delivered to the Lenders, (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations at least 30% of the Borrower value for such sale will be in LP Units conveyed to the US Borrowers or their Restricted Subsidiaries which units will be pledged as Collateral and its Restricted Subsidiaries(iv) no Default or Event of Default will occur after giving effect to such sale on a pro forma basis; and and provided that (i) dispositions with respect to (d) and (f) above, (y) fair market value is received and (z) no Default or Event of letters Default will occur after giving effect to such sale on a pro forma basis and (ii) with respect to (f) above, Holdings maintains, directly or indirectly, majority legal and beneficial ownership and voting control of credit or similar instruments to banks or other financial institutions in the ordinary course of business in exchange for cash General Partner, including the GP Interests and Cash Equivalentsthe IDRs.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Loan Party to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property (including the Liquidation of any Swap Agreement) except for: (a) the sale of inventory Hydrocarbons and the lease of Oil and Gas Properties, in each case in the ordinary course of business; (b) farmouts in the sale ordinary course of business of Oil and Gas Properties consisting solely of undeveloped acreage or transfer undrilled depths to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts or the abandonment, farmout, trade, exchange, lease, sublease or other Disposition in the ordinary course of business of Oil and Gas Properties not containing proved reserves and which are not included in the most recently delivered Reserve Report; (c) the Disposition of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in the business of the applicable Relevant Borrower or any such Loan Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (cd) the (i) dispositions Disposition, other than as provided in clauses (a) through (c), of accounts receivables in connection with the collection any Oil and Gas Property or compromise thereof in the ordinary course of business any interest therein or any Restricted Subsidiary owning Oil and not in connection with any financing transaction, Gas Properties or (ii) termination of leases in the ordinary course of business, (iii) the expiration Liquidation of any option agreement Swap Agreement; provided that (A) 75% of the consideration received in respect of real such Disposition or personal PropertyLiquidation shall be cash and Cash Equivalents, or, solely with respect to Liquidations, other Swap Agreements permitted by Section 9.18; provided that, with respect to any Disposition, notwithstanding the foregoing requirement of this clause (ivA) any surrender(but, waiverfor the avoidance of doubt, settlementsubject to the other terms and conditions of this Section 9.12(d)), the Borrower and/or its Restricted Subsidiaries may exchange Hydrocarbon Interests for other Hydrocarbon Interests with the same or release of contractual rights or other litigation claims in the ordinary course of businessbetter reserve classification, reserve characteristics, reserve lives and decline profiles so long as (v1) the abandonmentaggregate Borrowing Base value, cancellation or lapse as determined by the Administrative Agent, of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business all proved Oil and operations Gas Properties of the Borrower and its the Restricted Subsidiaries exchanged for such other proved Oil and Gas Properties during any period between two successive Scheduled Redeterminations does not exceed two percent (2%) of the Borrowing Base then in effect, (2) to the extent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, after the consummation of such Disposition(s), the Borrower shall have received net cash proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency pursuant to Section 3.04(c)(iii), and (vi3) termination substantially contemporaneously with the closing of any such exchange, the Borrower or other disposition the applicable Restricted Subsidiary shall, to the extent the Borrower is not then in compliance with Section 8.13, provide title information reasonably requested by the Administrative Agent with respect to, and, to the extent the Borrower is not then in compliance with Section 8.14, grant a first-priority Lien (provided that Excepted Liens of Swap Agreements the type described in the ordinary course of business; clauses (a), (b), (c), (d), (f) and (m) of the definition thereof may exist, but subject to the provisos at the end of such definition) on, any proved Oil and Gas Properties acquired in such exchange pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes; (B) the sale consideration received in respect of such Disposition or other transfer of surplus Rights of Way that are no longer used Liquidation shall be equal to or otherwise necessary in greater than the business fair market value of the Relevant PartiesOil and Gas Property, interest therein, Restricted Subsidiary or Swap Agreement, as applicable, subject of such Disposition or Liquidation as reasonably determined by a Responsible Officer of the Borrower; (C) the Borrowing Base shall be reduced, effective immediately upon such Disposition or Liquidation, by an amount and to the extent required by Section 2.07(e); and (D) if any such Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) transfers of Properties from (i) the transfer of Property from one Loan Party Borrower and/or its Restricted Subsidiaries to another Loan Partythe Borrower and/or any Guarantor; so long as at such time provided that after giving effect thereto, the Loan Party acquiring such Property has complied Parties are in compliance with its applicable obligations under Sections 8.12 and Section 8.14 (without giving effect to any grace periods or extended time times for compliance set forth therein)in such section and (ii) any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor; (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii)Casualty Events; (g) to Dispositions of the extent constituting a transfer non-cash portion of consideration (other than any Oil and Gas Properties) received for any Disposition permitted by this Section 9.12; provided that the consideration received in respect of such Disposition shall be cash or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, and for fair market value; (iih) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, 9.04 and Investments permitted by Section 9.05 9.05; (excluding Section 9.05(j)i) [Reserved]; (j) Sales, transfers, leases and mergers, consolidations and transfers Dispositions of assets permitted by Section 9.10 Properties (other than Section 9.10(e))(i) Dispositions of any Oil and Gas Properties or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidations of Swap Agreements) having a fair market value not to exceed the greater of (x) $10,000,000 and (y) 7.5% of the then-effective Borrowing Base during any 12-month period; (hk) grants Dispositions of leaseswater assets, subleasessurface rights and other Property (excluding cash, licenses or sublicensesCash Equivalents, easementsHydrocarbon Interests and Borrowing Base Properties) which is primarily related to the water supply business of KMF Water, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted SubsidiariesLLC; and (l) So long as Section 3 of the Xxxxxx Side Letter is in effect pursuant to the terms of Section 7 of the Xxxxxx Side Letter, Dispositions of the Specified ORRI pursuant to the terms of the Xxxxxx Side Letter; provided that (i) dispositions substantially contemporaneously with the closing of letters any such exchange (or such longer period as the Administrative Agent may agree in writing in its sole discretion), the Borrower or the applicable Restricted Subsidiary shall, to the extent the Borrower is not then in compliance with Section 8.13, provide title information reasonably requested by the Administrative Agent with respect to, and, to the extent the Borrower is not then in compliance with Section 8.14, grant a first-priority Lien (provided that Excepted Liens of credit the type described in clauses (a), (b), (c), (d), (f) and (m) of the definition thereof may exist, but subject to the provisos at the end of such definition) on, any proved Oil and Gas Properties acquired in such exchange pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or similar instruments appropriate) counterparts for recording purposes and (ii) the Borrowing Base shall be reduced, effectively immediately upon such Disposition, by an amount and to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalentsextent required by Section 2.07(e).

Sale of Properties. The Borrower Issuer will not, and will not permit any other Relevant Note Party to, sell, assign, farm-out, convey or otherwise transfer Dispose of any Property (including the Liquidation of any Swap Agreement) except for: (a) the sale of inventory Hydrocarbons and the lease of Oil and Gas Properties, in each case in the ordinary course of business; (b) farmouts in the sale ordinary course of business of Oil and Gas Properties consisting solely of undeveloped acreage or transfer undrilled depths to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts or the abandonment, farmout, trade, exchange, lease, sublease or other Disposition in the ordinary course of business of Oil and Gas Properties not containing proved reserves and which are not included in the most recently delivered Reserve Report; (c) the Disposition of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in the business of the applicable Relevant Issuer or any such Note Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (cd) (i) dispositions the Disposition, other than as provided in Section 7.11(a) or Section 7.11(c), of accounts receivables in connection with the collection any Oil and Gas Property or compromise thereof in the ordinary course of business any interest therein or any Restricted Subsidiary owning Oil and not in connection with any financing transaction, Gas Properties or (ii) termination the Liquidation of leases any Swap Agreement other than any Required Swap Agreement; provided that (i) seventy-five percent (75%) of the consideration received in respect of such Disposition or Liquidation shall be cash and Cash Equivalents, or solely with respect to Liquidations, other Swap Agreements permitted by Section 7.17; provided that, with respect to any Disposition, notwithstanding the foregoing requirement of this clause (i) (but, for the avoidance of doubt, subject to the other terms and conditions of this Section 7.11(d)), the Issuer and/or its Restricted Subsidiaries may exchange Hydrocarbon Interests for other Hydrocarbon Interests with the same or better reserve classification, reserve characteristics, reserve lives and decline profiles so long as (A) the aggregate Borrowing Base value, as determined by the RBL Administrative Agent, of all proved Oil and Gas Properties of the Issuer and the Restricted Subsidiaries exchanged for such other proved Oil and Gas Properties during any period between two successive Scheduled Redeterminations (as defined in the ordinary course RBL Credit Agreement) does not exceed two percent (2%) of businessthe Borrowing Base then in effect, (B) to the extent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, after the consummation of such Disposition(s), the Issuer shall have received net cash proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency pursuant to Section 3.04(c)(iii) of the RBL Credit Agreement; (ii) the consideration received in respect of such Disposition or Liquidation shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary or Swap Agreement, as applicable, subject of such Disposition or Liquidation as reasonably determined by a Responsible Officer of the Issuer; (iii) the expiration of any option agreement in respect of real Borrowing Base shall be reduced, effective immediately upon such Disposition or personal PropertyLiquidation, (ivby an amount and to the extent required by Section 2.07(e) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries RBL Credit Agreement; and (viD) termination or other disposition if any such Disposition is of Swap Agreements in a Restricted Subsidiary owning Oil and Gas Properties, such Disposition shall include all the ordinary course Equity Interests of business; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Partiessuch Restricted Subsidiary; (e) Transfers of Properties from (i) the transfer of Property from one Loan Party Issuer and/or its Restricted Subsidiaries to another Loan Partythe Issuer and/or any Guarantor; so long as at such time provided that after giving effect thereto, the Loan Party acquiring such Property has complied Note Parties are in compliance with its applicable obligations under Sections 8.12 and 8.14 (Section 6.13 without giving effect to any grace periods or extended time times for compliance set forth therein); (f) from in such section and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject Restricted Subsidiary that is not a Guarantor to Section 3.04(b)(ii)), and (iii) Permitted Liens, any other Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e))Subsidiary that is not a Guarantor; (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (i) dispositions of letters of credit or similar instruments to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalents.

Sale of Properties. The Borrower Debtors will not, and will not permit any other Relevant Party 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 inventory Hydrocarbons in the ordinary course of business; (b) Dispositions of any Property of any Debtor pursuant to an order of the Bankruptcy Court; provided that such Disposition shall be subject to the prior consent of the Administrative Agent; (c) the sale or transfer of equipment and supplies (including related contractual rights) that (i) are is obsolete, surplus, worn out, or are no longer necessary for or useful in the business of the applicable Relevant Party such Debtor or such Group Member or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (cd) [Reserved] (e) [Reserved]; (f) transfers of Properties from any Group Member to the Borrower or any Subsidiary of the Borrower; provided, that, if the transferor of such Property is a Loan Party, the transferee shall be a Loan Party; (g) Casualty Events with respect to Properties which are not Oil and Gas Properties; (h) [Reserved]; (i) dispositions Dispositions of accounts receivables receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); (j) [Reserved]; (k) [Reserved]; (l) any cash or Cash Equivalents in the ordinary course of business and not for their Fair Market Value; (m) claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; provided that the consideration received for such claim is at least equal to Fair Market Value; (n) solely to the extent constituting a Disposition, the incurrence of Liens, the making of Investments and the making of Restricted Payments, in each case as expressly permitted by this Agreement; (o) [Reserved]; and (p) leases, subleases, licenses or sublicenses (on a non-exclusive basis with respect to any financing transactionintellectual property) of real, (ii) termination of leases personal or intellectual property in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of business; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (i) dispositions of letters of credit or similar instruments to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalents.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party of its Subsidiaries to, sell, assignassign (other than assignments intended to convey a Lien), farm-out, convey or otherwise transfer (collectively, a “Sale”) any Oil and Gas Property or Equity Interests of any Subsidiary owning Oil and Gas Properties to any Person other than the Borrower or any Guarantor, except for: (a) the sale Sale of inventory Hydrocarbons and geological and seismic data in the ordinary course of business; (b) farm-outs of undeveloped acreage to which no proved reserves are attributable and assignments in connection with such farm-outs; US 793906v.7 (c) the sale or transfer Sale of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in for the business of the applicable Relevant Party Borrower or (ii) in the case of equipment, such Subsidiary or is replaced by equipment of at least comparable value and use; (c) (i) dispositions use or the Sale of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of businesssurplus equipment; (d) unless an Event of Default has occurred and is continuing, the sale Sale of any Oil and Gas Property or other transfer any interest therein or the Sale of surplus Rights any Equity Interests of Way that are no longer used any Subsidiary directly or otherwise necessary in the business of the Relevant Parties; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 indirectly owning Oil and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) aboveGas Properties; provided that (with respect to this clause (d) only) that (i) at the time consideration received in respect of such DispositionSale shall be any of the following (or a combination thereof): (A) cash, no Event (B) the assumption of Default liabilities not constituting debt for borrowed money associated with the assets subject of such Sale (provided the assumption of liabilities shall exist not exceed 10% of the aggregate consideration for such Sale), (C) other Oil and Gas Properties (provided that such exchange qualifies for nonrecognition of gain or would immediately result loss under the provisions of Section 1031 of the Code), or (D) in the case of farm-outs, carried or royalty or net profits interests in the Property subject of such farm-out (provided that, notwithstanding the foregoing, if a Borrowing Base Deficiency results from such DispositionSale, the cash portion of the consideration shall be an amount at least sufficient to pay such Borrowing Base Deficiency under Section 3.04(c)(iii)), (ii) the consideration received in respect of such Sale shall be at least equal to or greater than the fair market value of the Property subject of such Sale (as determined in good faith by a Financial Officer, provided that if a Financial Officer determines in good faith that such Sale involves Oil and Gas Property or Equity Interests in a Subsidiary directly or indirectly owning any Oil and Gas Property having a fair market value in excess of $50,000,000, the board of directors of the Borrower shall reasonably determine whether the consideration received in respect of such Sale is equal to or greater than the fair market value of the Property subject of such DispositionSale and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying to that effect), (iii) in the Borrower case of any Sale of Oil and Gas Properties included in the most recently delivered Reserve Report or any Equity Interests of its Relevant Party shall receive not less than 75% a Subsidiary directly or indirectly owning Oil and Gas Properties included in the most recently delivered Reserve Report, if the aggregate consideration received in respect of such Sale, together with the aggregate consideration received in respect of all other Sales of Oil and Gas Properties included in the form most recently delivered Reserve Report and Sales of cash Subsidiaries directly or Cash Equivalentsindirectly owning Oil and Gas Properties included in the most recently delivered Reserve Report effected since the most recent Scheduled Redetermination Date, would exceed an amount equal to five percent (iv5%) of the Borrower then effective Borrowing Base, the Borrowing Base shall deliver be reduced, effective immediately upon the consummation of such Sale, by an amount equal to the value, if any, attributable to the Property that is being disposed of pursuant to such Sale in the then-current Borrowing Base, as determined in good faith by Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition confirmed by the Super-Majority Tier I Lenders; (e) Sale of Properties to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding or Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries9.10; and (if) dispositions Sales of letters of credit or similar instruments Properties not regulated by Section 9.11(a) to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalents(e) having a fair market value not to exceed $10,000,000 during any 12-month period.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party of its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of inventory Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts (i) pursuant to the terms of the TPG Development Agreement and solely comprising TPG JD Subject Assets (as such term is defined on the Effective Date) or (ii) with respect to which the Borrower or a Subsidiary retains an overriding royalty interest above a 75% net revenue interest in such disposed Property; (c) the sale or transfer of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in the business of the applicable Relevant Party Borrower or (ii) in the case of equipment, such Subsidiary or is replaced by equipment of at least comparable value and use; (c) (i) dispositions ; provided that the total fair market value of accounts receivables in connection with the collection such equipment being sold or compromise thereof in the ordinary course of business and transferred does not in connection with exceed $250,000 during any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of business12-month period; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties[Reserved]; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein)[Reserved]; (f) from sales and after the Covenant Changeover Date, Dispositions other dispositions of Properties not regulated by clauses (aSection 9.12(a) through to (e) abovehaving a total fair market value not to exceed $500,000 during any 12-month period; (g) sales or other dispositions of any Equity Interests in an E&P Subsidiary; provided that that and (h) any other disposition so long as: (i) no Default or Event of Default is occurring or would result therefrom; (ii) the Borrower or Subsidiary, as the case may be, receives consideration at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be disposition at least equal to the fair market value of the Property subject to such Disposition, assets sold or otherwise disposed of; (iii) in the case of dispositions with respect to which the total consideration received is greater than or equal to $1,000,000, then at least 75% of the consideration received by the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration Subsidiary, as the case may be, therefrom is in the form of cash or Cash Equivalents; provided that, to the extent such disposition consists of non-cash consideration received by Borrower or its subsidiaries, such non-cash consideration that constitutes any property will be mortgaged pursuant to the Term Loan Security Instruments; and (iv) within 365 days after the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for receipt of any Disposition to the extent the Net Cash Proceeds from a disposition made pursuant to Section 9.12(h) only, and not for any other dispositions, the Borrower or applicable Subsidiary may apply such Disposition are Net Cash Proceeds: (1) to repay any RBL Facility and permanently reduce the commitments or the Borrowing Base thereunder in equal amount, or (2) in aggregate amount not in excess of to exceed $10,000,000 individually and $20,000,000 75,000,000 in the aggregate during any fiscal year from and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii);after the Effective Date: (gA) to the extent constituting a transfer invest or other disposition of Property, (i) uses of cash reinvest in any assets or property that are not classified as current assets under GAAP and Cash Equivalents in transactions not otherwise prohibited under this Agreement that are used or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, useful in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted SubsidiariesSubsidiaries or any business ancillary thereto; andor (iB) dispositions to make capital expenditures; (for the avoidance of letters doubt, it is agreed and understood that prior to making any such reinvestment or making any such capital expenditure under clause (iv)(2)(A) or (B) above, the Borrower and its Subsidiaries may first apply any such Net Cash Proceeds to any RBL Facility) provided that Borrower shall deliver a notice of credit its intent to reinvest Net Cash Proceeds from the Disposition a “Reinvestment Notice” to the Administrative Agent and the Lenders within 5 Business Days of the receipt by the Borrower or similar instruments any Guarantor of such Net Cash Proceeds. Net Cash Proceeds from Dispositions that are not applied or invested as provided in this section shall constitute “ Excess Cash Proceeds ” and shall be applied in accordance with Section 3.04(c)(iv). Notwithstanding anything in this Agreement or in any Term Loan Document to banks the contrary, the Borrower will not, directly or indirectly, sell or otherwise dispose of any Equity Interests in any Subsidiary other than an E&P Subsidiary or a Subsidiary that is not a Material Domestic Subsidiary, unless such sale or other financial institutions disposition is of 100% of the Equity Interest owned by the Borrower and its Subsidiaries in the ordinary course of business in exchange for cash and Cash Equivalentssuch Subsidiary.

Sale of Properties. The Borrower Borrowers will not, and will not permit any other Relevant Party Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property Oil and Gas Properties containing proved reserves constituting a portion of the Borrowing Base except for: (a) the sale of inventory Hydrocarbons in the ordinary course of business; (b) farmouts, sales or other dispositions (including, asset swaps) of undeveloped acreage and assignments in connection with such transactions; (c) the sale or transfer of equipment and supplies (including related contractual rights) in the ordinary course of business or that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in the business of the applicable Relevant Party Borrowers or (ii) in the case of equipment, such Subsidiary or is replaced by equipment of at least comparable value and use; (c) (i) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of business; (d) the sale or other transfer disposition of surplus Rights of Way that are no longer used or otherwise necessary in the business any Oil and Gas Properties of the Relevant PartiesBorrowers and the Guarantor; provided, that: (i) no Event of Default has occurred and is continuing; (ii) there is no Borrowing Base Deficiency at the time of such sale or disposition; (iii) the aggregate value (which, for purposes hereof, shall mean the value the Lender attributes to such Oil and Gas Property for purposes of the most recent redetermination of the Borrowing Base) of such Oil and Gas Properties sold or disposed of pursuant to this Section 9.12(d) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the Borrowing Base then in effect; and (iv) no sale or other disposition shall be permitted pursuant to this clause (d) unless all mandatory prepayments required by Section 3.04(c)(iii) are made concurrently therewith. (e) the transfer sale or other disposition (including Casualty Events) of Property from one Loan any Oil and Gas Properties of the Borrowers and the Guarantor or any interest therein (including any Equity Interest in any Credit Party to another Loan Partythat owns Oil and Gas Property, but excluding transfers of interests in Energy 12 LP by limited partners thereof that do not result in a change in the managers of Energy 12 Operating); so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein);provided, that: (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default has occurred and is continuing; (ii) Borrowers shall exist have provided the Lender no less than ten (10) days written notice prior to the date of such sale setting forth the terms of the sale and, during such ten (10) day period, Lender may, if so desired, redetermine the Borrowing Base, other than with respect to any sale or would immediately result disposition of Equity Interests due to death or incapacity; (iii) 75% of the consideration received in respect of such sale or other disposition of any such Oil and Gas Property (or such Equity Interest), if any, shall be cash; (iv) the net cash proceeds from such Dispositionsale, conveyance, exchange, lease or other disposition, if any, shall be sufficient to cover any resulting Borrowing Base Deficiency; (iiv) (other than in respect of Casualty Events) the consideration received in respect of a sale or other disposition of such Oil and Gas Property or interest therein (or such Equity Interest), if any, shall be at least equal to or greater than the fair market value of the such Oil and Gas Property or interest therein (or such Equity Interest) subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer sale or other disposition (as reasonably determined by a Responsible Officer of Propertythe Borrowers and, (i) uses if requested by the Lender, the Borrowers shall deliver a certificate of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject a Responsible Officer of the Borrowers certifying to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)the foregoing); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (i) dispositions of letters of credit or similar instruments to banks or other financial institutions in the ordinary course of business in exchange for cash and Cash Equivalents.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party of its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of inventory Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts (i) pursuant to the terms of the TPG Development Agreement and solely comprising TPG JD Subject Assets (as such term is defined on the Effective Date) or (ii) with respect to which the Borrower or a Subsidiary retains an overriding royalty interest above a 75% net revenue interest in such disposed Property; (c) the sale or transfer of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are is no longer necessary for or useful in the business of the applicable Relevant Party Borrower or (ii) in the case of equipment, such Subsidiary or is replaced by equipment of at least comparable value and use; (c) (i) dispositions ; provided that the total fair market value of accounts receivables in connection with the collection such equipment being sold or compromise thereof in the ordinary course of business and transferred does not in connection with exceed $250,000 during any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of business12-month period; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties[Reserved]; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein)[Reserved]; (f) from sales and after the Covenant Changeover Date, Dispositions other dispositions of Properties not regulated by clauses (aSection 9.12(a) through to (e) abovehaving a total fair market value not to exceed $500,000 during any 12-month period; (g) sales or other dispositions of any Equity Interests in an E&P Subsidiary; provided that that and (h) any other disposition so long as: (i) no Default or Event of Default is occurring or would result therefrom; (ii) the Borrower or Subsidiary, as the case may be, receives consideration at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be disposition at least equal to the fair market value of the Property subject to such Disposition, assets sold or otherwise disposed of; (iii) in the case of dispositions with respect to which the total consideration received is greater than or equal to $1,000,000, then at least 75% of the consideration received by the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration Subsidiary, as the case may be, therefrom is in the form of cash or Cash Equivalents; provided that, to the extent such disposition consists of non-cash consideration received by Borrower or its subsidiaries, such non-cash consideration that constitutes any property will be mortgaged pursuant to the Term Loan Security Instruments; and (iv) within 365 days after the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for receipt of any Disposition to the extent the Net Cash Proceeds from a disposition made pursuant to Section 9.12(h) only, and not for any other dispositions, the Borrower or applicable Subsidiary may apply such Disposition are Net Cash Proceeds: (1) to repay any RBL Facility and permanently reduce the commitments or the Borrowing Base thereunder in equal amount, or (2) in aggregate amount not in excess of to exceed $10,000,000 individually and $20,000,000 75,000,000 in the aggregate during any fiscal year from and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii);after the Effective Date: (gA) to the extent constituting a transfer invest or other disposition of Property, (i) uses of cash reinvest in any assets or property that are not classified as current assets under GAAP and Cash Equivalents in transactions not otherwise prohibited under this Agreement that are used or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, useful in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted SubsidiariesSubsidiaries or any business ancillary thereto; andor (iB) dispositions to make capital expenditures; (for the avoidance of letters doubt, it is agreed and understood that prior to making any such reinvestment or making any such capital expenditure under clause (iv)(2)(A) or (B) above, the Borrower and its Subsidiaries may first apply any such Net Cash Proceeds to any RBL Facility) provided that Borrower shall deliver a notice of credit its intent to reinvest Net Cash Proceeds from the Disposition a “Reinvestment Notice” to the Administrative Agent and the Lenders within 5 Business Days of the receipt by the Borrower or similar instruments any Guarantor of such Net Cash Proceeds. Net Cash Proceeds from Dispositions that are not applied or invested as provided in this section shall constitute “Excess Cash Proceeds” and shall be applied in accordance with Section 3.04(c)(iv). Notwithstanding anything in this Agreement or in any Term Loan Document to banks the contrary, the Borrower will not, directly or indirectly, sell or otherwise dispose of any Equity Interests in any Subsidiary other than an E&P Subsidiary or a Subsidiary that is not a Material Domestic Subsidiary, unless such sale or other financial institutions disposition is of 100% of the Equity Interest owned by the Borrower and its Subsidiaries in the ordinary course of business in exchange for cash and Cash Equivalentssuch Subsidiary.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) dispositions of cash and Cash Equivalents in the ordinary course of business and in connection with transactions permitted by this Agreement; (b) the sale of inventory in the ordinary course of business; (bc) the sale or transfer of equipment obsolete or worn out property and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are property no longer necessary for used or useful in the conduct of the business of the applicable Relevant Party Borrower and its Subsidiaries, whether now owned or (ii) hereafter acquired, in the case ordinary course of equipment, business or is replaced by equipment replacement property of at least comparable value and use; (cd) issuances of distributions or other Restricted Payments permitted pursuant to Section 9.04; (e) Restricted Payments permitted by Section 9.04 and Liens permitted by Section 9.03; (f) the transfer of Property to another Loan Party; (g) the transfer of Property to an Excluded Subsidiary, provided that (i) no Default exists at the time of or after giving effect to such transfer, and (ii) such transfer is deemed to be an Investment in such Excluded Subsidiary in an amount equal to the fair market value of the Property transferred as of the date of such transfer and such Investment would be permitted to be made at the time of such transfer under Section 9.05(n); (h) the transfer of Property occurring in connection with a transaction permitted by, and made in compliance with the provisions of, Section 9.10; (i) Asset Sales having, in the aggregate for all Asset Sales by the Borrower or any Subsidiary, a fair market value not to exceed $6,000,000 during any fiscal year of the Borrower, so long as, at any time that the Borrower’s pro forma Consolidated Total Leverage Ratio exceeds 5.00 to 1.00 both before and after giving effect to such Asset Sale, the proceeds of any such Asset Sale are not used (or are not required to be used) to repay the Term Loans; (j) other Asset Sales, subject to Section 3.04(b)(ii), so long as, at any time that the Borrower’s pro forma Consolidated Total Leverage Ratio exceeds 5.00 to 1.00 both before and after giving effect to such Asset Sale, the proceeds of any such Asset Sale are not used (or are not required to be used) to repay the Term Loans; (k) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of businessextent permitted under Section 9.09; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (hl) grants of leasesLeases, subleases, licenses or sublicensessublicenses (including the provision of software under an open source license), easements, rights of way or similar rights or encumbrances, encumbrances in each case, case in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (im) dispositions transfers of letters Property that has suffered a Casualty Event upon receipt of credit or similar instruments to banks or other financial institutions in the ordinary course Net Cash Proceeds of business in exchange for cash and Cash Equivalentssuch Casualty Event.

Sale of Properties. The Borrower will not, and will not permit any other Relevant Party Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) dispositions of cash and cash equivalents in the ordinary course of business and in connection with the consummation of the Specified Transactions and other transactions permitted by this Agreement; (b) the sale of inventory in the ordinary course of business; (bc) the sale or transfer of equipment obsolete or worn out property and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are property no longer necessary for used or useful in the conduct of the business of the applicable Relevant Party Borrower and its Subsidiaries, whether now owned or (ii) hereafter acquired, in the case ordinary course of equipment, business or is replaced by equipment replacement property of at least comparable value and use; (cd) issuances of distributions or other Restricted Payments permitted pursuant to Section 9.04; (e) Restricted Payments permitted by Section 9.04 and Liens permitted by Section 9.03; (f) the transfer of Property to another Loan Party; (g) the transfer of Property to an Excluded Subsidiary, provided that (i) no Default exists at the time of or after giving effect to such transfer, and (ii) such transfer is deemed to be an Investment in such Excluded Subsidiary in an amount equal to the fair market value of the Property transferred as of the date of such transfer and such Investment would be permitted to be made at the time of such transfer under Section 9.05(n); (h) the transfer of Property occurring in connection with a transaction permitted by, and made in compliance with the provisions of, Section 9.10; (i) Asset Sales having, in the aggregate for all Asset Sales by the Borrower or any Subsidiary, a fair market value not to exceed $5,000,000 during any fiscal year of the Borrower; (j) other Asset Sales, subject to Section 3.04(b)(ii); (k) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of businessextent permitted under Section 9.09; (d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (g) to the extent constituting a transfer or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (hl) grants of leasesLeases, subleases, licenses or sublicensessublicenses (including the provision of software under an open source license), easements, rights of way or similar rights or encumbrances, encumbrances in each case, case in the ordinary course of business and which do not materially interfere with the business and operations of the Borrower and its Restricted Subsidiaries; and (im) dispositions transfers of letters Property that has suffered a Casualty Event upon receipt of credit or similar instruments to banks or other financial institutions in the ordinary course Net Cash Proceeds of business in exchange for cash and Cash Equivalentssuch Casualty Event.

Sale of Properties. The Borrower Each of the Loan Parties will not, and will not permit any other Relevant Party of its Subsidiaries to, sell, assign, farm-out, convey or otherwise transfer or Dispose of any Property except for: (a) the sale of inventory in the ordinary course of business; (b) the sale or transfer of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn worn-out, obsolete or are surplus equipment that is, in the reasonable judgment of Xxxxxxxx, no longer necessary for economically practical to maintain or used or useful in the business of the applicable Relevant Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use; (c) (i) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business of Borrower or which is replaced by equipment of equal suitability and value; (c) Dispositions to a Loan Party (other than Dispositions by IPCo or IPHoldCo); (d) Dispositions (other than of Intellectual Property) resulting from any Condemnation Event or Casualty Event; (e) other Dispositions of Property of fair market value not in connection with any financing transaction, (ii) termination of leases exceeding $4,000,000 in the ordinary course aggregate during any calendar year for which the applicable Loan Party or Subsidiary receives at least 75% of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims consideration therefor in the ordinary course form of businesscash or Cash Equivalents; provided, (vthat the Net Cash 75 102120121 Proceeds of such Disposition shall be subject to Section 3.04(c) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations extent such Property constitutes Collateral; (f) Dispositions of the Borrower and its Restricted Subsidiaries and (vi) termination cash or other disposition of Swap Agreements Cash Equivalents in the ordinary course of business; (dg) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary Dispositions in the ordinary course of business that consist of write-offs or grants of discounts or forgiveness of accounts receivable, without recourse, which are at least ninety (90) days past due in connection with the Relevant Partiescompromise or collection thereof; (e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein); (f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Section 9.11(f); provided that no certificate shall be required for any Disposition to the extent the Net Cash Proceeds for such Disposition are not in excess of $10,000,000 individually and $20,000,000 in the aggregate during any fiscal year and (v) any Dispositions made pursuant to this Section 9.11(f) shall otherwise be subject to Section 3.04(b)(ii); (gh) to the extent constituting a transfer Disposition, non-exclusive licenses (including but not limited to those permitted under Section 10.03), sublicenses, bailment, leases or other disposition of Property, (i) uses of cash and Cash Equivalents in transactions not otherwise prohibited under this Agreement or any other Loan Document, (ii) any Casualty Event (subject subleases granted to Section 3.04(b)(ii)), and (iii) Permitted Liens, Restricted Payments permitted by Section 9.04, Investments permitted by Section 9.05 (excluding Section 9.05(j)) and mergers, consolidations and transfers of assets permitted by Section 9.10 (other than Section 9.10(e)); (h) grants of leases, subleases, licenses or sublicenses, easements, rights of way or similar rights or encumbrances, in each case, third parties in the ordinary course of business and which do not materially interfere interfering in any material respect with the business and operations of the Loan Parties or any of their Subsidiaries, including the Intercompany IP Licensing Agreement; (i) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims upon terms and conditions determined by the Borrower and in its Restricted Subsidiariesgood faith business judgment; and (ij) dispositions pursuant to Restricted Payments and Investments permitted under Section 10.04 and Section 10.05, respectively; provided that, to the extent any such Disposition is of letters assets or properties that otherwise would be subject to any of credit or similar instruments to banks or other financial institutions the conditions set forth in the ordinary course other subsections of business this Section 10.10, such Disposition shall likewise be subject to such conditions. Notwithstanding anything to the contrary in exchange for cash and Cash Equivalentsthis Section 10.10, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, (1) Dispose of any Intellectual Property owned by any Loan Party to any Person other than IPCo, or (2) grant to any Person other than a Loan Party any license or sublicense of any Intellectual Property, other than licenses or sublicenses permitted under subparagraph (h) of this Section 10.10.