Common use of Sale of Properties Clause in Contracts

Sale of Properties. The Borrower will not, and will not permit any Subsidiary to, sell, assign, convey or otherwise transfer any Property or any interest in any Property (a “Transfer”), except for (i) any Transfers in the ordinary course of business, but only to the extent that such Property is Reinvested within the Reinvestment Period, or (y) the proceeds of such Transfer are applied to the purchase price of such replacement Property; (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”

Sale of Properties. The Borrower will On any Business Day, Borrowers may obtain the release of the Charlotte Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage (and will related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte Property is pursuant to an arms’ length agreement to a third party not permit Affiliated with any Subsidiary Borrower or Guarantor, and in which no Borrower and no Affiliate of Borrower and/or Guarantor has any beneficial interest; (b) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal in an amount equal to the Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, sellbut not including, assignthe next Payment Date); (d) After giving effect to such release, convey or otherwise transfer any Property or any interest each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in any Property this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (a “Transfer”and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (f) Borrowers shall have given Lender at least thirty (30) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to Xxxxxx’s approval); (g) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (h) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by Xxxxxx in connection with such sale and the release of the Charlotte Property from the Lien of the Loan Documents; (i) any Transfers in Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the ordinary course continued validity of businessthe unreleased Loan Documents and the Liens thereof; and (j) after giving effect to such release and prepayment, but only the Debt Yield for all of the Properties then remaining subject to the extent that such Property is Reinvested within Liens of the Reinvestment Period, or Mortgages shall be no less than the greater of (yi) the proceeds of Debt Yield immediately preceding such Transfer are applied to the purchase price of such replacement Property; release and (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales of Property (other than Transfers described in clause (iv)) where 13.10%. In addition, on any Business Day, Borrowers may obtain the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 release of the Credit Agreement as follows: “Notwithstanding anything to Queens Release Parcel from the contrary herein, no Defaulting Lender shall have any right to approve or disapprove Lien of any amendment, consent, waiver or any other modification to any Loan Document the New York Mortgage (and all amendments, consents, waivers, and other modifications may be effected without related Loan Documents) thereon upon the consent transfer of the Defaulting Lenders)Queens Release Parcel to a third-party, except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, provided (i) an increase in such Defaulting Lender’s stated commitment amountsBorrowers deliver to Lender evidence reasonably satisfactory to Lender that (i) the Queens Release Parcel has been legally subdivided from the remainder of the Queens Property, (ii) the waiverafter giving effect to such transfer, forgiveness or reduction each of the principal amount Queens Release Parcel and the remainder of any Obligations owing the Queens Property conforms to such Defaulting Lender (unless and is in compliance with all other Lenders affected thereby are treated similarly)applicable Legal Requirements and constitutes a separate tax lot, (iii) the extension Queens Release Parcel is not necessary for the Queens Property complying with any zoning, building, land use, parking or other Legal Requirements applicable to the Queens Property or for the then current use of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting LenderQueens Property, or and (iv) any other modification which requires the consent conditions set forth in Clauses (a), (b), (d), (e), (f) (provided that the time period for delivery of all Lenders or notice and the Lender(srequired documents shall be ten days prior to the proposed release), (h), (i) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders and (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis)j) above are satisfied.”

Sale of Properties. On or after the twelfth (12th) Payment Date of the Term, any Borrower may obtain the release of the Property owned by it from the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The sale of such Property is pursuant to an arms' length agreement to a third party not Affiliated with any Borrower will notor Guarantor, and will not permit in which no Borrower and no Affiliate of any Subsidiary to, sell, assign, convey or otherwise transfer Borrower and/or Guarantor has any Property or any interest in any Property beneficial interest; (a “Transfer”), except for b) Borrowers shall: (i) any Transfers make a prepayment of Principal in the ordinary course of business, but only an amount equal to the extent that such Property is Reinvested within the Reinvestment Period, or (y) the proceeds of such Transfer are applied to the purchase price of such replacement Property; applicable Release Amount; (ii) intercompany Transfers between in the event that, after taking into account the prepayment of Principal pursuant to subclause (i) above, the loan-to-value ratio of the Properties remaining subject to the Lien of the Loan Documents (such value to be determined by the Lender in its reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and among Borrower which shall exclude the value of personal property or going concern value, if any) is greater than one hundred and twenty five percent (125%), the Principal balance of the Loan must be paid down by an amount such that the loan-to-value ratio (such value to be determined by the Lender in its Subsidiaries; reasonable discretion based on a commercially reasonable valuation method permitted to a REMIC Trust and which shall exclude the value of personal property or going concern value, if any) is no more than one hundred and twenty five percent (125%); (iii) other sales pay to Lender the Spread Maintenance Premium (if such prepayment occurs prior to the Spread Maintenance Date) and Exit Fee on the Principal being prepaid pursuant to subclause (i) and, if applicable, subclause (ii) of Property (other than Transfers described in this clause (ivb)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; and (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning pay all accrued and unpaid interest on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added Principal being prepaid pursuant to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, subclause (i) an increase in such Defaulting Lender’s stated commitment amountsand, if applicable, subclause (ii) of this clause (b) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal through and including the waiver, forgiveness or reduction last day of the principal amount Interest Period in which such payment is made); (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (d) After giving effect to such release, each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale); (f) Borrowers shall have given Lender at least twenty (20) days' prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents (including, without limitation, any consent that may be required from the Redevelopment Authority of the City of Milwaukee with respect to a sale of the Milwaukee Property), and drafts of any Obligations owing applicable release documents (which shall be subject to such Defaulting Lender's approval); (g) Borrowers shall have delivered to Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension a copy of the final maturity date(sclosing settlement statement for such sale at least two (2) Business Days prior to the closing of such Defaulting Lenders’ portion sale; (h) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys' fees) actually incurred by Lender in connection with such sale and the release of any such Property from the Lien of the Obligations or Loan Documents; (i) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the extension continued validity of any commitment the unreleased Loan Documents and the Liens thereof; (j) After giving effect to extend credit such release and prepayment, the Debt Yield for all of such Defaulting Lender, or (iv) any other modification which requires the consent Properties then remaining subject to the Liens of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely Mortgages shall be no less than the other affected Lenders greater of (other than a modification which results in a reduction of i) the Debt Yield immediately preceding such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing release and (ii) 9.10%; and (k) After giving effect to such Defaulting Lender on a non pro-rata basisrelease and prepayment, the unpaid Principal balance of the Loan shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00).”

Sale of Properties. Any Borrower may obtain the release of a Property owned by it from the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The Borrower will notsale of such Property is pursuant to an arms' length agreement to a third party not Affiliated with any Borrower, and will not permit in which no Borrower and no Affiliate of any Subsidiary to, sell, assign, convey or otherwise transfer Borrower has any Property or any interest in any Property beneficial interest; (a “Transfer”), except for b) Borrowers shall (i) any Transfers in pay all accrued and unpaid interest on the ordinary course of business, but only Principal being prepaid pursuant to the extent that such Property is Reinvested within the Reinvestment Period, or (y) the proceeds of such Transfer are applied to the purchase price of such replacement Property; clause (ii) intercompany Transfers between and among Borrower and its Subsidiaries; of this subsection (iiib) other sales (including, if such prepayment occurs after the occurrence of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to a Secondary Market Transaction, interest through the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary hereinCurrent Interest Period, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (if such prepayment is not made on a Payment Date) and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) make a prepayment of Principal in an amount which shall equal or exceed the waiverRelease Amount; (c) Both immediately before such sale and immediately thereafter, forgiveness no Default or reduction Event of Default shall be continuing; (d) Borrowers shall have given Lender at least 10 days' prior written notice of such sale, accompanied by a copy of the principal amount applicable contract of sale and all related documents, and drafts of any Obligations owing applicable release documents (which shall be subject to such Defaulting Lender's approval); (e) Borrowers shall have delivered to Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension a copy of the final maturity date(s) closing settlement statement for such sale when the same becomes available (but in no event later than the day of the closing of such Defaulting Lenders’ sale); (f) Borrowers shall have paid to Lender all reasonable, out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred by Lender in connection with such sale and the release of such Property from the Lien of the Loan Documents; (g) Borrowers shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the Liens thereof on the remaining Properties; and (h) after giving effect to such release, the Debt Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than 1.25:1; provided that if the Debt Service Coverage Ratio would be less than 1.25:1, Borrowers may prepay a portion of any the unpaid Principal to a level such that, after giving effect to such additional prepayment, the Debt Service Coverage Ratio of the Obligations unpaid Principal is equal to or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely greater than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis)1.25:1.”

Sale of Properties. The Borrower will not, and will not permit any Subsidiary other Loan Party to, sell, assign, convey or otherwise transfer any Property or any interest in Dispose of any Property (a “Transfer”)including the Liquidation of any Swap Agreement) except for: (a) the sale of Hydrocarbons and the lease of Oil and Gas Properties, except for (i) any Transfers in each case in the ordinary course of business; (b) farmouts in the ordinary course of business of Oil and Gas Properties consisting solely of undeveloped acreage or undrilled depths to which no proved reserves are attributed in the most recently delivered Reserve Report and assignments in connection with such farmouts or the abandonment, but only 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 that is no longer necessary for the business of the Borrower or any such Loan Party or is replaced by equipment of at least comparable value and use; (d) the (i) Disposition, other than as provided in clauses (a) through (c), of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidation of any Swap Agreement, in the case of each of the foregoing clause (i) and clause (ii), to the extent such Disposition or such Liquidation, as applicable, is permitted under the Revolving Credit Agreement; (e) transfers of Properties from (i) the Borrower and/or its Restricted Subsidiaries to the Borrower and/or any Guarantor and (ii) any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor; (f) Casualty Events; (g) Dispositions of the non-cash portion of consideration (other than any Oil and Gas Properties) received for any Disposition permitted by this Section 9.12; provided that the consideration received in respect of such Property is Reinvested within Disposition shall be cash or Cash Equivalents and for fair market value; (h) Restricted Payments permitted by Section 9.04 and Investments permitted by Section 9.05; (i) [Reserved]; (j) Sales, transfers, leases and Dispositions of Properties (other than (i) Dispositions of any Oil and Gas Properties or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties or (ii) Liquidations of Swap Agreements) having a fair market value not to exceed the Reinvestment Period, or greater of (x) $10,000,000 and (y) 7.5% of the proceeds then-effective Borrowing Base during any 12-month period; (k) Dispositions of such Transfer are applied water assets, surface rights and other Property (excluding cash, Cash Equivalents, Hydrocarbon Interests and Borrowing Base Properties) which is primarily related to the purchase price water supply business of such replacement PropertyKMF Water, LLC; and (iil) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales So long as Section 3 of Property (other than Transfers described the Xxxxxx Side Letter is in clause (iv)) where effect pursuant to the aggregate sales price therefor does not exceed $7,500,000 in terms of Section 7 of the aggregate in any fiscal year; (iv) Transfers Xxxxxx Side Letter, Dispositions of Non Core Assets the Specified ORRI pursuant to the terms of the Xxxxxx Side Letter to the extent such Dispositions are permitted under the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair valueRevolving Credit Agreement.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”

Sale of Properties. On any Payment Date after the Lockout Date, any Borrower may obtain the release of any Property owned by it from the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The sale of such Property is pursuant to an arm’s-length agreement to a third party not Affiliated with any Borrower will notor Guarantor, and will not permit in which no Borrower and no Affiliate of any Subsidiary toBorrower and/or Guarantor has any beneficial interest; (b) Borrowers shall make a prepayment in an amount of Principal equal to the Release Amount for the Property in question together with any Yield Maintenance Premium applicable thereto and in accordance with Section 2.3.3 hereof; (c) Both immediately before such sale and immediately thereafter, sellno Event of Default shall be continuing; (d) Concurrently with such sale, assignthe Borrower owning the Property being released shall dissolve and liquidate; (e) After giving effect to such release, convey or otherwise transfer any Property or any interest in any Property each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (f) Except with respect to specific representations and warranties which have been updated by Borrower and/or Guarantor to reflect updated facts (which due to their nature no longer are true and correct as a “Transfer”result of the passage of time such as, by way of example only, representations relating to financials and/or rent rolls), except the representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale); (g) Borrowers shall have given Lender at least twenty (20) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to Lender’s approval); (h) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least one (1) Business Day prior to the closing of such sale; (i) any Transfers Borrowers shall have paid to Lender all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees) incurred by Lender in connection with such sale and the ordinary course release of business, but only to such Property from the Lien of the Loan Documents; (j) To the extent that the Clearing Account is solely in the name of the Borrower that owns the Property that is being released, as a condition to such Property is Reinvested within release, the Reinvestment Periodname of the Borrower on the Clearing Account will be changed with the Clearing Bank to the name of a remaining Borrower; (k) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the Liens thereof; (l) after giving effect to such release and repayment, or the Debt Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (yi) the proceeds of Debt Service Coverage Ratio immediately preceding such Transfer are applied to the purchase price of such replacement Property; release and (ii) intercompany Transfers between and among Borrower and its Subsidiaries2.34:1; (iii) other sales of Property it being acknowledged by Lender that Borrower may prepay the Loan in an amount in sufficient to satisfy this condition provided that such prepayment is accompanied by the applicable Yield Maintenance Premium (other than Transfers described in clause (ivif any)) where the aggregate sales price therefor does not exceed $7,500,000 and (m) in the aggregate event that, after taking into account the prepayment of Principal pursuant to subclause (b) above, the loan-to-value ratio (such value to be determined, in Lender’s sole discretion, by any fiscal yearcommercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is greater than 125%, Borrowers shall also make payment of Principal in an amount such that the loan-to-value ratio (ivsuch value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) Transfers is no more than one hundred and twenty five percent (125%). Additionally, throughout the term of Non Core Assets the Loan, if an Event of Default is continuing, then Borrowers shall pay to Lender, with respect to any payment of the Debt pursuant to this Section 2.4.2(m), an additional amount equal to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair valueYield Maintenance Premium.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”

Sale of Properties. The Borrower will notWithout the prior written consent of the Lender, and will the Debtor shall not permit any Subsidiary to, sell, assignlease, convey transfer or otherwise transfer dispose of any Property or any interest in any Property (a “Transfer”)of the Collateral, except for (i) any Transfers provided that the Debtor may sell the Unsold Inventory Timeshare Intervals in the ordinary course of its business to unaffiliated consumers and remove and dispose of (and receive the proceeds thereof) in the ordinary course of its business, free from any Liens created or contemplated by this Agreement, items of Collateral consisting of Equipment which shall have become worn out or obsolete and provided further that the Debtor may sell Notes Receivable (other than the Pledged Notes Receivable) if, but only if, the following conditions shall have been satisfied: (a) the Debtor shall have delivered to the extent that Lender a written request for Lender's issuance to the Debtor of a Letter of Intent in respect of its sale to the Lender of Notes Receivable (other than the Pledged Notes Receivable) on the terms and conditions to be outlined by the Debtor in such Property is Reinvested within request (such terms to include, the Reinvestment Period, or (y) the proceeds par value of such Transfer are applied to Notes Receivable, the purchase price of such replacement Property; Notes Receivable and such other terms with respect to such sale as are customarily included in letters of intent); (iib) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales one of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer following shall be for fair value.”true: v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase the Lender shall not have delivered to the Debtor a Letter of Intent in respect of the Debtor's aforesaid request within 20 days after the Lender's receipt of such Defaulting Lender’s stated commitment amounts, request; or (ii) the waiver, forgiveness or reduction Lender shall have delivered to the Debtor a written response in respect of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), Debtor's aforesaid request rejecting the same; or (iii) (A) the extension Lender shall have delivered to the Debtor a Letter of Intent in respect of the final maturity date(s) Debtor's aforesaid request within 20 days after the Lender's receipt of such Defaulting Lenders’ portion request and (B) within 10 days after receipt of any such Letter of Intent, the Debtor shall have informed the Lender that, in the good faith opinion of the Obligations or Debtor, such Letter of Intent fails to materially satisfy the extension of any commitment to extend credit of such Defaulting Lender, or terms outlined in the aforesaid Debtor's request; or (iv) any other modification which requires (A) the consent Lender shall have delivered to the Debtor a Letter of all Lenders or Intent in respect of the Lender(s) affected thereby which affects such Defaulting Lender more adversely than aforesaid Debtor's request within 20 days after the other affected Lenders (other than a modification which results in a reduction Lender's receipt of such Defaulting request, (B) within 10 days after receipt of such Letter of Intent, the Debtor shall have executed and returned such Letter of Intent to the Lender’s Percentage Share , and (C) within 30 days after receipt of any Commitments or repayment such executed Letter of any amounts owing Intent by the Lender, the Lender shall have failed to issue to the Debtor a Phase II Commitment Letter in respect of such Defaulting Lender on a non pro-rata basis)Letter of Intent; (c) the Debtor shall not have made more than 2 other such requests under this Section 7.4 and/or under Section 7.2(i) hereof during the then current fiscal year of the Debtor; and (d) no Event of Default shall exist at the time of the delivery of the aforesaid written request.”

Sale of Properties. Borrower may obtain the release of a ------------------ Property from the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The sale of such Property is pursuant to an arms' length agreement to a third party not Affiliated with Borrower will notor Guarantor, and will in which Borrower and any Affiliate of Borrower and/or Guarantor does not permit have any Subsidiary to, sell, assign, convey or otherwise transfer any Property or any interest in any Property beneficial interest; (a “Transfer”), except for b) Borrower shall (i) any Transfers in pay all accrued and unpaid interest on the ordinary course of business, but only Principal being prepaid pursuant to the extent that such Property is Reinvested within the Reinvestment Period, or (y) the proceeds of such Transfer are applied to the purchase price of such replacement Property; clause (ii) intercompany Transfers between and among Borrower and its Subsidiaries; of this subsection (iiib) other sales (including, after the occurrence of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does a Secondary Market Transaction, if such prepayment is not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning made on the Closing a Payment Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to , interest through the end of Section 12.04 the current Interest Period) and (ii) make a prepayment of Principal in an amount which shall equal or exceed the Release Amount (together with all accrued and unpaid interest on the Principal being prepaid) and pay to Lender the Yield Maintenance Premium (if applicable) or the Prepayment Premium (if applicable) and Exit Fee (if applicable) on the Principal being prepaid; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (d) The representations and warranties made by Borrower and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Credit Agreement as follows: “Notwithstanding anything date of such sale (and after giving effect to such sale); (e) Borrower shall have given Lender at least 20 days' prior written notice of such sale, accompanied by a copy of the applicable contract of sale and any material related documents, and unless Lender is preparing the release documents, drafts of any applicable release documents (which shall be subject to Lender's approval); (f) Borrower shall have delivered to Lender a copy of the draft closing settlement statement for such sale at least one Business Day prior to the contrary herein, no Defaulting Lender closing of such sale and the final settlement statement on the closing date; (g) Borrower shall have any right paid to approve or disapprove Lender all costs and expenses (including reasonable attorneys' fees) incurred by Lender in connection with such sale and the release of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without such Property from the consent Lien of the Defaulting Lenders), except that Loan Documents; (h) Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the foregoing shall not permit, in each case without such Defaulting Lender’s consent, continued validity of the Loan Documents and the Liens thereof; and (i) an increase in after giving effect to such Defaulting Lender’s stated commitment amountsrelease, the Underwritten Debt Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgages shall be no less than the greater of (i) the Underwritten Debt Service Coverage Ratio immediately preceding such release and (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis)1.20:1.”

Sale of Properties. The Borrower will not, and will not permit any Restricted Subsidiary to, (x) sell, assign, farm-out, convey or otherwise transfer (collectively, “Transfer”) (i) any Oil and Gas Property or any interest in Hydrocarbons produced or to be produced therefrom, (ii) any Gathering System, (iii) the Equity Interest in any Restricted Subsidiary that owns any Oil and Gas Property or any Gathering System, or (a “Transfer”)iv) the Equity Interests owned, directly or indirectly, by the Borrower as of the Closing Date in the Alpha Shale Group, or (y) Liquidate any Swap Agreement in respect of commodities, except for for: (ia) any Transfers the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts and asset swaps involving undeveloped acreage or interests therein; (i) Transfers of Oil and Gas Properties (other than Utica Shale Acreage) to which no Proved Reserves are attributed, and Transfers of all (but only not less than all) of the Equity Interests in any Restricted Subsidiary that does not own any Utica Shale Acreage or Proved Reserves, and (ii) Transfers of Unproven Utica Shale Acreage to the lessors under the leases for such Unproven Utica Shale Acreage to the extent such leases provide that the Borrower or a Restricted Subsidiary shall Transfer a portion of any such Property Unproven Utica Shale Acreage to such lessor if such portion of the Unproven Utica Shale Acreage has not been developed by a certain time or is Reinvested within not then “held by production”; (d) Transfers of Oil and Gas Properties to which Proved Reserves are attributed, Transfers of Unproven Utica Shale Acreage (other than as permitted under Section 9.11(b) and (c)(ii) above), Transfers of Gathering Systems, Transfers of Equity Interests in Restricted Subsidiaries owning any of the Reinvestment Periodforegoing assets, and Transfers of Equity Interests owned, directly or indirectly, by the Borrower as of the Closing Date in the Alpha Shale Group, provided in each case that: (i) 100% of the consideration received in respect of such Transfer shall be (1) cash or Cash Equivalents, (2) the assumption of liabilities related to such Oil and Gas Properties, Unproven Utica Shale Acreage or Gathering Systems Transferred, or (y3) the proceeds of such Transfer are applied to the purchase price of such replacement Property; (ii) intercompany Transfers between new Oil and among Borrower Gas Properties and its Subsidiaries; (iii) other sales of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Additional Oil and Gas Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amountsacquired, (ii) the waiverconsideration received shall be equal to or greater than the fair market value of such Property Transferred (as reasonably determined by the Borrower and, forgiveness or reduction if requested by the Administrative Agent, the Borrower shall deliver a certificate of the principal amount of any Obligations owing Borrower certifying to such Defaulting Lender (unless all other Lenders affected thereby are treated similarlythat effect), (iii) if such Transfer is a Transfer of Equity Interests in a Restricted Subsidiary, it is a Transfer of all Equity Interests of such Restricted Subsidiary then owned, directly or indirectly, by the extension Borrower, (iv) if the fair market value of the final maturity date(s) assets subject of such Defaulting Lenders’ Transfer exceeds $1,000,000, then the Borrower shall be in compliance on a pro forma basis with Section 9.01 after recalculating Adjusted PV-10 to remove such asset, (v) if the Transfer is of Unproven Utica Shale Acreage (or the Equity Interests of any Restricted Subsidiary owning any Unproven Utica Shale Acreage), then (except as contemplated by Section 9.11(b) and (c)(ii)), such Transfers does not cause the net acres of Unproven Utica Shale Acreage then held by the Borrower and the Restricted Subsidiaries to be less than 95% of the net acres held by them as of the preceding January 1st or July 1st, and the Borrower utilizes the Net Cash Proceed of such Transfer as contemplated by Section 3.04(c). (e) Transfers of Unproven Utica Shale Acreage to the lessors under the leases for such Unproven Utica Shale Acreage to the extent such leases provide that the Borrower or a Restricted Subsidiary shall Transfer a portion of any such Unproven Utica Shale Acreage to such lessor if such portion of the Obligations Unproven Utica Shale Acreage has not been developed by a certain time or is not then “held by production”; (f) Liquidations of Swap Agreements in respect of commodities, provided that: (i) the extension of any commitment to extend credit consideration, if any, received in respect of such Defaulting LenderTransfer shall be cash; (ii) if the Swap Termination Value exceeds $1,000,000, or (iv) any other modification which requires then the consent of all Lenders or Borrower shall be in compliance on a pro forma basis with Section 9.01 after recalculating Adjusted PV-10 to remove the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction effect of such Defaulting Lender’s Percentage Share Swap Agreement and (iii) the Borrower utilizes the Net Cash Proceed of such Transfer as contemplated by Section 3.04(c); and (g) other Transfers of Oil and Gas Properties not permitted by the preceding clauses (a) through (f) having a fair market value not to exceed $2,500,000 in any Commitments or repayment fiscal year of any amounts owing to such Defaulting Lender on a non pro-rata basis)the Borrower.”

Sale of Properties. The Borrower will not, and will not permit any Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (other than to the Borrower or any interest in any Property a Guarantor) except for: (a “Transfer”), except for (ia) any Transfers the sale of Hydrocarbons in the ordinary course of business; (b) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; and (c) sales, but only assignments, farm-outs, conveyances and other transfers of Properties that are consummated after the Forbearance Effective Date; provided that (i) the fair market value of all Properties sold or disposed of pursuant to this clause (c) (other than the extent Specified Sale) shall not exceed $10,000,000 in the aggregate, (ii) 100% of the consideration received in respect of such sale, assignment, farm-out, conveyance, or transfer shall be cash, (iii) the consideration received in respect of such sale, assignment, farm-out, conveyance, or transfer shall be equal to or greater than the fair market value of the Property sold or disposed of (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iv) on the date that such Property is Reinvested within the Reinvestment Periodsale, assignment, farm-out, conveyance, or transfer of Properties occurs (y) other than the Specified Sale), all proceeds of such Transfer are sale, assignment, farm-out, conveyance, or transfer shall be applied by the Borrower to prepay the purchase price Borrowings in an aggregate principal amount equal to 100% of such replacement Property; proceeds received as required pursuant to Section 3.04(c)(v), and (iiv) intercompany Transfers between the Borrowing Base shall be automatically and permanently reduced (ratably among Borrower and its Subsidiaries; (iiithe Lenders in accordance with each Lender’s Applicable Percentage) other sales by the amount of Property (other than Transfers such prepayment described in clause (iv). (i) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 9.22 of the Credit Agreement (Limitation on Swap Terminations) is hereby restated in its entirety as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”:

Sale of Properties. The On any Payment Date after the Release Date, any Borrower will not, and will not permit any Subsidiary to, sell, assign, convey or otherwise transfer any Property or any interest in any Property (a “Transfer”), except for may obtain the (i) any Transfers in the ordinary course release of business, but only to a Property from the extent that such Property is Reinvested within Lien of the Reinvestment Period, or Mortgage thereon (yand related Loan Documents) the proceeds of such Transfer are applied to the purchase price of such replacement Property; and (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales the release of such Borrower's obligations under the Loan Documents with respect to such Property (other than Transfers described those obligations expressly stated to survive) upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The sale of such Property is to a third party not Affiliated with any Borrower or Guarantor, and in clause which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (iv)b) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers Borrowers shall defease an amount of Non Core Assets Principal equal to the extent Release Amount for the aggregate sales price therefor does not exceed $7,500,000 Property in question and Borrowers shall satisfy all of the aggregate at any time beginning on the Closing Date. Each Transfer requirements of Section 2.3.3 with respect to such Defeasance; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (d) Concurrently with such sale, each Borrower Representative shall remain a Special Purpose Bankruptcy Remote Entity; (e) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (f) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale); (g) Borrowers shall have given Lender at least 20 days' prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to Lender's approval); (h) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for fair value.” v. The following provision is hereby added such sale at least two Business Days prior to the end closing of Section 12.04 such sale; (i) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys' fees) incurred by Lender in connection with such sale and the release of such Property from the Lien of the Credit Agreement Loan Documents; (j) Borrowers and Guarantor shall execute and deliver such documents as follows: “Notwithstanding anything Lender may reasonably request to confirm the continued validity of the Loan Documents and the Liens thereof; (k) after giving effect to such release and Defeasance, the Debt Service Coverage Ratio for all of the Properties then remaining subject to the contrary herein, Liens of the Mortgages shall be no Defaulting less than the greater of (i) the Debt Service Coverage Ratio immediately preceding such release and (ii) 1.89:1 (which is the Debt Service Coverage Ratio as of the date hereof); (l) Lender shall have any right to approve or disapprove of any amendmentreceived, consentat Borrowers' cost and expense, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without a Rating Comfort Letter from the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”applicable Rating Agencies;

Sale of Properties. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property or any interest in any Property except for: (a “Transfer”), except for (ia) any Transfers the sale of Hydrocarbons in the ordinary course of business, but only to the extent that ; (b) farmouts of undeveloped acreage and assignments in connection with such Property is Reinvested within the Reinvestment Period, or farmouts; (yc) the proceeds sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Transfer are applied to Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the purchase price of such replacement Property; (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales transfer of Property to another Loan Party; (e) the sale, transfer or other than Transfers described disposition of Equity Interests in clause Unrestricted Subsidiaries; (iv)f) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve sale or disapprove other disposition of any amendment, consent, waiver Borrowing Base Property or any other modification to interest therein or any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except Restricted Subsidiary owning Borrowing Base Properties; provided that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase 75% of the consideration received in respect of such Defaulting Lender’s stated commitment amountssale or other disposition shall be cash, (ii) the waiver, forgiveness consideration received in respect of such sale or reduction other disposition shall be equal to or greater than the fair market value of the principal amount Borrowing Base Property, interest therein or Restricted Subsidiary subject of any Obligations owing such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such Defaulting Lender (unless all other Lenders affected thereby are treated similarlythat effect), (iii) the extension if such sale or other disposition of such Borrowing Base Property or Restricted Subsidiary owning Borrowing Base Properties during any period between two (2) successive Scheduled Redetermination Dates has a fair market value in excess of ten percent (10%) of the final maturity date(s) of Borrowing Base, individually or in the aggregate when combined with all other sales for such Defaulting Lenders’ portion of any of period, the Obligations Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the extension of any commitment to extend credit of such Defaulting Lender, or value designated by the Required Lenders and (iv) if any such sale or other modification which requires disposition is of a Restricted Subsidiary owning Borrowing Base Properties, such sale or other disposition shall include all the consent Equity Interests of such Restricted Subsidiary; (g) the sale or transfer of non-core assets acquired in a Permitted Acquisition; (h) the sale of Investments described in Sections 9.05(c), (d), (e) and (f) for fair market value; (i) an exchange or “swap” of pipeline or other fixed, tangible, non-Borrowing Base Property assets of any Loan Party for the assets of a Person other than another Loan Party in the ordinary course of business; provided that such Loan Party receives reasonable equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of the Administrative Agent; provided, further, that the fair market value of all Lenders such assets of the Loan Parties exchanged or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (“swapped”, other than exchanges or swaps of the assets described in Schedule 9.12(i), does not exceed $50,000,000 for the term of this Agreement; (j) Asset Sales having, in the aggregate for all Asset Sales by the Borrower or any Restricted Subsidiary, a modification which results in a reduction fair market value not to exceed $25,000,000 during any fiscal year of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing the Borrower; and (k) other Asset Sales, subject to such Defaulting Lender on a non pro-rata basisSection 3.04(c)(ii).”

Sale of Properties. The On any Payment Date after the Release Date, any Borrower will not, and will not permit any Subsidiary to, sell, assign, convey or otherwise transfer any Property or any interest in any Property (a “Transfer”), except for may obtain the (i) any Transfers in the ordinary course release of business, but only to a Property from the extent that such Property is Reinvested within Lien of the Reinvestment Period, or Mortgage thereon (yand related Loan Documents) the proceeds of such Transfer are applied to the purchase price of such replacement Property; and (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales the release of such Borrower’s obligations under the Loan Documents with respect to such Property (other than Transfers described those obligations expressly stated to survive) upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The sale of such Property is to a third party not Affiliated with any Borrower or Guarantor, and in clause which no Borrower and no Affiliate of any Borrower and/or Guarantor has any beneficial interest; (iv)b) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers Borrowers shall defease an amount of Non Core Assets Principal equal to the extent Release Amount for the aggregate sales price therefor does not exceed $7,500,000 Property in question and Borrowers shall satisfy all of the aggregate at any time beginning on the Closing Date. Each Transfer requirements of Section 2.3.3 with respect to such Defeasance; (c) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (d) Concurrently with such sale, each Borrower Representative shall remain a Special Purpose Bankruptcy Remote Entity; (e) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (f) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale); (g) Borrowers shall have given Lender at least 20 days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to Lender’s approval); (h) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for fair value.” v. The following provision is hereby added such sale at least two Business Days prior to the end closing of Section 12.04 such sale; (i) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with such sale and the release of such Property from the Lien of the Credit Agreement Loan Documents; (j) Borrowers and Guarantor shall execute and deliver such documents as follows: “Notwithstanding anything Lender may reasonably request to confirm the continued validity of the Loan Documents and the Liens thereof; (k) after giving effect to such release and Defeasance, the Debt Service Coverage Ratio for all of the Properties then remaining subject to the contrary herein, Liens of the Mortgages shall be no Defaulting less than the greater of (i) the Debt Service Coverage Ratio immediately preceding such release and (ii) 1.89:1 (which is the Debt Service Coverage Ratio as of the date hereof); (l) Lender shall have any right to approve or disapprove of any amendmentreceived, consentat Borrowers’ cost and expense, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without a Rating Comfort Letter from the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”applicable Rating Agencies;

Sale of Properties. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property or any interest in any Property (a “Transfer”), except for (ia) any Transfers the sale of Hydrocarbons in the ordinary course of business, but only to the extent that ; (b) farmouts of undeveloped acreage and assignments in connection with such Property is Reinvested within the Reinvestment Period, or farmouts; (yc) the proceeds sale or transfer of equipment that is no longer necessary for the business of the Parent, the Borrower or any Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; and (e) sales or other dispositions (including Casualty Events and dispositions resulting from the exercise of eminent domain, condemnation or nationalization) of Oil and Gas Properties or any interest therein or all of the Equity Interests in Restricted Subsidiaries owning Oil and Gas Properties; provided that if such Oil and Gas Properties (or Oil and Gas Properties of such Transfer are applied to the purchase price of such replacement Property; (iiRestricted Subsidiaries) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 included in the aggregate in most recently delivered Reserve Report during any fiscal year; period between two successive regularly scheduled Redetermination Dates have a Fair Market Value (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 individually or in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary hereinaggregate) that, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, when aggregated with (i) an increase in the value attributed to all title defects with respect to Borrowing Base Properties identified during such Defaulting Lender’s stated commitment amounts, period and (ii) the waivernet reduction (determined in accordance with Section 5.17) in the value attributable to the Credit Party’s Swap Agreements during such period, forgiveness or reduction exceeds five percent (5%) of the principal Borrowing Base then in effect, the Borrowing Base shall be reduced in an amount equal to the value, if any, assigned such Property by the Required Lenders in good faith in determining the Borrowing Base then in effect; and provided further that if any such sale or other disposition is of any Obligations owing a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary. To determine the amount by which the Borrowing Base shall be adjusted, the Parent or the Borrower shall give the Administrative Agent and the Lenders notice of the proposed sale or other disposition not less than 10 days prior to the date of the proposed sale or other disposition. The Administrative Agent shall, in good faith and utilizing the Reserve Reports and other data, reports and information delivered in connection with the most recent redetermination of the Borrowing Base (or the initial determination, as applicable), propose to the Lenders a reduction to the Borrowing Base in accordance with the standards set forth in Section 2.04. Thereafter, the Lenders shall have five days to approve or object to such Defaulting Lender (unless all other proposed amount; and any failure to object shall be deemed to be an approval. In the event there is no approval or deemed approval, the Administrative Agent shall poll the Lenders affected thereby are treated similarly), (iii) to ascertain the extension smallest reduction to the Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders for purposes of this Section 6.13 and such amount shall then be the allocated value of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing Property subject to such Defaulting Lender on a non pro-rata basis)sale or disposition.”

Sale of Properties. On any Payment Date after the Lockout Date, any Borrower may obtain the release of any Property owned by it from the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The sale of such Property is pursuant to an arm’s-length agreement to a third party not Affiliated with any Borrower will notor Guarantor, and will not permit in which no Borrower and no Affiliate of any Subsidiary toBorrower and/or Guarantor has any beneficial interest; (b) Borrowers shall make a prepayment in an amount of Principal equal to the Release Amount for the Property in question together with any Yield Maintenance Premium applicable thereto and in accordance with Section 2.3.3 hereof; (c) Both immediately before such sale and immediately thereafter, sellno Event of Default shall be continuing; (d) Concurrently with such sale, assignthe Borrower owning the Property being released shall dissolve and liquidate; (e) After giving effect to such release, convey or otherwise transfer any Property or any interest in any Property each remaining Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (f) Except with respect to specific representations and warranties which have been updated by Borrower and/or Guarantor to reflect updated facts (which due to their nature no longer are true and correct as a “Transfer”result of the passage of time such as, by way of example only, representations relating to financials and/or rent rolls), except the representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale); (g) Borrowers shall have given Lender at least twenty (20) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to Lender’s approval); (h) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least one (1) Business Day prior to the closing of such sale; (i) any Transfers Borrowers shall have paid to Lender all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees) incurred by Lender in connection with such sale and the ordinary course release of business, but only to such Property from the Lien of the Loan Documents; (j) To the extent that the Clearing Account is solely in the name of the Borrower that owns the Property that is being released, as a condition to such Property is Reinvested within release, the Reinvestment Periodname of the Borrower on the Clearing Account will be changed with the Clearing Bank to the name of a remaining Borrower; (k) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the Liens thereof; (l) after giving effect to such release and repayment, or the Debt Service Coverage Ratio for all of the Properties then remaining subject to the Liens of the Mortgage shall be no less than the greater of (yi) the proceeds of Debt Service Coverage Ratio immediately preceding such Transfer are applied to the purchase price of such replacement Property; release and (ii) intercompany Transfers between and among Borrower and its Subsidiaries1.90:1; (iii) other sales of Property it being acknowledged by Lender that Borrower may prepay the Loan in an amount sufficient to satisfy this condition provided that such prepayment is accompanied by the applicable Yield Maintenance Premium (other than Transfers described in clause (ivif any)) where the aggregate sales price therefor does not exceed $7,500,000 and (m) in the aggregate event that, after taking into account the prepayment of Principal pursuant to subclause (b) above, the loan-to-value ratio (such value to be determined, in Lender’s sole discretion, by any fiscal yearcommercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is greater than 125%, Borrowers shall also make payment of Principal in an amount such that the loan-to-value ratio (ivsuch value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) Transfers is no more than one hundred and twenty five percent (125%). Additionally, throughout the term of Non Core Assets the Loan, if an Event of Default is continuing, then Borrowers shall pay to Lender, with respect to any payment of the Debt pursuant to this Section 2.4.2(m), an additional amount equal to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair valueYield Maintenance Premium.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”

Sale of Properties. The Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, sell, assign, convey or otherwise transfer Dispose of any Property or any interest in any Property except for: (a “Transfer”), except for (ia) any Transfers the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is obsolete, but only worn out or no longer necessary or useful for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties; provided that: (i) either (A) 100% of the consideration received in respect of such Disposition shall be cash; or (B) if less than 100% of the consideration received in respect of such Disposition shall be cash, then (1) such Disposition shall be made to an unaffiliated third party, (2) the Administrative Agent shall have provided its prior written consent to such Disposition (such consent not to be unreasonably withheld, conditioned or delayed) and (3) both before and immediately after giving effect to any such Disposition, (x) no Default, Event of Default or Borrowing Base Deficiency exists or would exist, (y) Liquidity is at least 10% of the total Commitments and (z) the Consolidated Leverage Ratio does not exceed 3.00 to 1.00 (on a pro forma basis after giving effect to such Disposition), as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); (ii) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such Disposition (as reasonably determined by the board of directors (or equivalent body) of the Borrower, and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect); (iii) the Borrowing Base shall be reduced to the extent required by Section 2.07(e), as applicable; and (iv) 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) Dispositions of unproved reserves to unaffiliated third parties for non-cash consideration; provided that (i) both before and immediately after giving effect to any such Property Disposition, (A) no Default, Event of Default or Borrowing Base Deficiency exists or would exist, (B) Liquidity is Reinvested within at least 10% of the Reinvestment Periodtotal Commitments and (C) the Consolidated Leverage Ratio does not exceed 3.00 to 1.00 (on a pro forma basis after giving effect to such Disposition), or as the Consolidated Leverage Ratio is recomputed on such date using (x) Consolidated Total Debt outstanding on such date and (y) EBITDAX for the proceeds four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such Transfer date for which financial statements are applied to the purchase price of such replacement Property; available), and (ii) intercompany Transfers between the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of such reserves (as reasonably determined by the board of directors (or equivalent body) of the Borrower, and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect); (f) dispositions of Cash and Investments described in Sections 9.05(c), (d), (e) and (f); (g) (i) Dispositions permitted under Section 9.10, (ii) Liens permitted under Section 9.03, (iii) Restricted Payments permitted under Section 9.04 and (iv) Investments permitted under Section 9.05; provided that, notwithstanding the foregoing, any Disposition of any Oil and Gas Property or interest therein or any Restricted Subsidiary owning Oil and Gas Properties in connection with the foregoing clauses (g)(iii)-(iv) shall also be subject to, and constitute a Disposition regulated by, Section 2.07(e) and Section 2.07(g); (h) Dispositions among the Borrower and its Wholly Owned Subsidiary Guarantors; provided that both before and after giving effect to such Disposition, (i) no Default or Event of Default exists or would exist and (ii) the Borrower and the Restricted Subsidiaries are in compliance with Section 8.13 as of the date of such Disposition without giving effect to any grace period specified in such Section; (i) Dispositions in the ordinary course of business consisting of the abandonment or cancellation of any intellectual property which, in the reasonable good faith determination of the Borrower is not material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole; and (iiij) other sales Dispositions of Property Properties not constituting Oil and Gas Properties and not otherwise regulated by Section 9.12(a) to (other than Transfers described in clause (ivi)) where , the aggregate sales price therefor fair market value of which for all such Dispositions since the Effective Date does not exceed $7,500,000 50,000,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair valueaggregate.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”

Sale of Properties. On any Payment Date after the Release Date, any Borrower may obtain the release of any Property owned by it from the Lien of the Mortgage encumbering such Property (and related Loan Documents) thereon upon a bona fide third-party sale of such Property, provided each of the following conditions are satisfied: (a) The sale of such Property is pursuant to an arm’s-length agreement to a third party not Affiliated with any Borrower will notor Guarantor, and will not permit in which no Borrower and no Affiliate of any Subsidiary toBorrower and/or Guarantor has any beneficial interest; (b) Borrowers shall make a prepayment of Principal in an amount equal to the applicable Release Amount plus all accrued and unpaid interest thereon; (c) Both immediately before such sale and immediately thereafter, sellno Event of Default shall be continuing; (d) Concurrently with such sale, assignthe Borrower owning the Property being released shall dissolve and liquidate; (e) After giving effect to such release, convey or otherwise transfer each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (f) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale); (g) Borrowers shall have given Lender at least twenty (20) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any Property or any interest in any Property applicable release documents (which shall be subject to Lender’s approval); (h) Borrowers shall have delivered to Lender a “Transfer”), except copy of the final closing settlement statement for such sale at least one (1) Business Days prior to the closing of such sale; (i) any Transfers Borrowers shall have paid to Lender all third party out of pocket costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with such sale and the ordinary course release of businesssuch Property from the Lien of the Loan Documents; (j) Borrowers and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the Liens thereof; (k) after giving effect to such release, but only the Debt Service Coverage Ratio for all of the Properties then remaining subject to the extent that such Property is Reinvested within Liens of the Reinvestment Period, or Mortgages shall be no less than the greater of (yi) the proceeds of Debt Service Coverage Ratio immediately preceding such Transfer are applied to the purchase price of such replacement Property; release and (ii) intercompany Transfers between and among Borrower and its Subsidiaries1.80:1.00; and (iiil) other sales of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate event that, after taking into account the prepayment of Principal pursuant to subclause (b) above, the loan-to-value ratio immediately after the release (such value to be determined, in Lender’s sole discretion, by any fiscal yearcommercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) is greater than 125%, Borrowers shall also make payment of Principal in an amount such that the loan-to-value ratio immediately after the release (ivsuch value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any) Transfers is no more than one hundred and twenty five percent (125%). Additionally, Borrowers shall pay to Lender, with respect to any payment of Non Core Assets the Principal pursuant to Section 2.4.1(b) or Section 2.4.1(l) an additional amount equal to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at Yield Maintenance Premium. In addition, if any time beginning such Principal payment is received by Lender on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (a date other than a modification which results in a reduction of Payment Date, Borrowers shall also pay interest that would have accrued on such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis)prepaid Principal to, but not including, the next Payment Date.”

Sale of Properties. The Each of Parent and the Borrower will not, and will not permit any Subsidiary other Loan Party to, sell, assign, farm-out, convey or otherwise transfer any Property (subject to Section 9.10) except for: (a) the sale or any interest in any Property (a “Transfer”), except for (i) any Transfers other Disposition of Hydrocarbons in the ordinary course of business; (b) farmouts of Oil and Gas Properties consisting solely of undeveloped acreage and assignments in connection with such farmouts; (c) if no Default or Event of Default has occurred and is continuing, but only to the extent sale or other Disposition (including any farmout, asset swap or similar agreement) of Oil and Gas Properties not given any Borrowing Base Value, Equity Interests of any Subsidiary that such Property does not own any Oil and Gas Properties given any Borrowing Base Value, and other assets not included in the Borrowing Base; (d) the sale or transfer of equipment that (i) is Reinvested within the Reinvestment Periodobsolete, worn out, or no longer necessary for the business of the Borrower or such other Loan Party or (yii) is replaced by equipment of at least comparable value and use; (e) the sale or other Disposition (including Casualty Events or in connection with any condemnation proceeding) of any Oil and Gas Property that is given Borrowing Base Value or any interest therein or Equity Interests of any Subsidiary owning Oil and Gas Properties that are given Borrowing Base Value, or the Unwind of Swap Agreements; provided that: (i) other than with regard to a Casualty Event or in connection with a condemnation proceeding, no Default or Event of Default has occurred and is continuing nor would a Default, Event of Default or Borrowing Base Deficiency (after giving effect to Section 2.08(a) and any prepayment of the Loans made with the proceeds of such Transfer are applied sale or other Disposition or Unwind (including any prepayment required to the purchase price of such replacement Property; be made pursuant to Section 2.08(a))) result therefrom, (ii) intercompany Transfers between either (A) not less than 90% of the consideration received in respect of such sale or other Disposition shall be cash or cash equivalents and among Borrower any non-cash consideration received (to the extent constituting an Investment) is permitted under Section 9.05 and its Subsidiaries; is pledged as collateral to secure the Secured Obligations or (B) the consideration consists of cash, cash equivalents and/or other Oil and Gas Properties, (iii) other sales of Property (other than Transfers described in clause respect of Casualty Events) the consideration received in respect of a sale or other Disposition of any Oil and Gas Property, interest therein or Equity Interests of any Subsidiary owning Oil and Gas Properties shall be equal to or greater than the Fair Market Value of the Oil and Gas Property, Equity Interest or interest therein subject of such sale or other Disposition (ivas reasonably determined by a Responsible Officer of the Borrower and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to the foregoing)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; , and (iv) Transfers if any such sale or other Disposition is of Non Core Assets Equity Interests of a Subsidiary owning Oil and Gas Properties, such sale or other Disposition shall include 100% of the Equity Interests of such Subsidiary; (f) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of the Parent or its Subsidiaries; (g) the abandonment of intellectual property that is no longer material to the operation of the business of the Parent or its Subsidiaries; (h) sales and other Dispositions for cash of Properties (not otherwise regulated by this Section 9.11) having a Fair Market Value not to exceed $2,000,000 during any twelve (12) month period; (i) transfers of Properties from any Loan Party to any other Loan Party; provided, that, at the time of such Disposition and to the extent required to comply with Section 8.14(a) after giving effect thereto, the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer relevant Loan Party shall be for fair value.” v. The following provision is hereby added grant to the end Administrative Agent, as security for the Secured Obligations, a first priority Lien (subject to Liens permitted by Section 9.03) on such Properties as contemplated by such Section; (j) Casualty Events with respect to Properties which are not Oil and Gas Properties; (k) Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); (l) any transaction permitted by Section 12.04 9.03, Section 9.05, or Section 9.10; (m) any Restricted Payment permitted by Section 9.04; (n) Dispositions of the Credit Agreement as follows: “Notwithstanding anything Investments in joint ventures to the contrary hereinextent required by, no Defaulting Lender shall have any right to approve or disapprove of any amendmentmade pursuant to, consentcustomary buy/sell arrangements, waiver or any other modification to any Loan Document (and all amendmentsdrag-along rights, consents, waiverstag-along rights, and other modifications may be effected without customary provisions with respect to joint venture entities set forth in joint venture arrangements; (o) Dispositions of cash and Cash Equivalents in the consent ordinary course of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, business; and (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (ivp) any other modification which requires the consent sale or discount of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing receivables permitted pursuant to such Defaulting Lender on a non pro-rata basis)Section 9.09.”

Sale of Properties. The Borrower Each Credit Party will not, and will not permit any Subsidiary to, sell, assign, convey make an Asset Sale or otherwise transfer farm-out any Property or any interest in any Property except (a “Transfer”)a) with respect to Asset Sales other than Casualty Events, except where cash payment at least equal to the Fair Market Value of the asset sold is received contemporaneously with such Asset Sale; and (b) for (i) any Transfers sales or other dispositions (including Casualty Events) of Oil and Gas Properties or interests therein or Subsidiaries owning Oil and Gas Properties to which there were no reserves attributed in the ordinary course of business, but only Reserve Report most recently delivered to the extent that such Property is Reinvested within the Reinvestment Period, or (y) the proceeds of such Transfer are applied to the purchase price of such replacement Property; (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.” v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiversale or transfer of equipment that is no longer necessary for the business of such Credit Party or such Subsidiary or is replaced by equipment of at least comparable value and use, forgiveness and (iii) sales or reduction other dispositions (including Casualty Events) of the principal amount of Oil and Gas Properties (other than those Oil & Gas Properties described in clause (a) above) or any Obligations owing interest therein or Subsidiaries owning Oil and Gas Properties (other than those Oil & Gas Properties described in clause (i) above); provided that, with respect to such Defaulting Lender any sale or other disposition pursuant to this clause (unless all other Lenders affected thereby are treated similarlyiii), (iiiA) such Asset Sales may be made if the extension Net Cash Proceeds thereof are used to repay Debt under the First Lien Credit Agreement to the extent payments are required due to a reduction in the borrowing base thereunder (and such payments shall no longer be required once prepayments under the First Lien Credit Agreement shall have reduced the outstandings thereunder to no more than 75% of the final maturity date(sthen-current Borrowing Base of each tranche of the First Lien Facilities), and (B) except as provided in clause (A) above, the present value of all such Oil and Gas Properties sold during a given Fiscal Year shall not exceed 10% of the Proven Present Value of the Oil and Gas Properties of such Defaulting Lenders’ portion Credit Party and its Subsidiaries; provided, further that, if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis)Subsidiary.”