Common use of Asset Dispositions Clause in Contracts

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s or any other Credit Party’s Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment that, the aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and other personal property and fixtures which are (iin the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) made in connection with a releaseof all assets sold, surrender leased, transferred or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the ordinary course Borrowing Base then in effect (for purposes of business, or this clause (Bb) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrowerthe Closing Date will be deemed to be a Scheduled Redetermination); provided provided, further, that, (A) no Asset Disposition shall be permitted pursuant to this clause (cb) unless all mandatory prepayments required by Section 2.6 3.6 in connection with such Asset Disposition are made concurrently with (or at such other times as provided herein) therewith, (c) subject to the closing thereofterms and conditions set forth in this Agreement, including, without limitation, Section 9.14, any Permitted Exchange, and (Bd) Borrower or other applicable subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 6.1, transfers of assets to another Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10Party. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parentother than WPC) to issue or sell, sell any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person which is the direct parent of such issuer on the Closing Dateanother Credit Party.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset Borrowing Base Properties, except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit PartyBorrower’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete or unneeded for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances Encumbrances, and (c) Asset Dispositions at no less than fair market value (the sale, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as reasonably determined by Borrower); provided thatsuch Mineral Interests are not necessary or useful in the operation of any Borrowing Base Property. No sale, (A) no Asset Disposition lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this clause Section 9.5 unless each of the following conditions is satisfied: (cA) unless all mandatory prepayments required by Section 2.6 2.7 in connection with such Asset Disposition sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof, and ; (B) Borrower no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to the application of the proceeds of such sale, lease, transfer, abandonment or other applicable Credit Party shall within 30 days following disposition. Except as provided in Schedule 3 (or pursuant to the closing exercise of each Asset Disposition novateoptions and rights listed on Schedule 3), unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In in no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary (direct or indirect) of such Credit PartyBorrower, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest in any Subsidiary of Borrower or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest interest, to any Person other than Borrower or any Subsidiary of Borrower that has provided a Facility Guaranty and the Person Equity of which is has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, in the direct parent case of such issuer on the Closing DateForeign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to another.

Asset Dispositions. Borrower will notThe VL Group shall not permit an Asset Disposition of all or any part of their property or assets (whether presently held or subsequently acquired), nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than sales at fair market value, and, in such case, only if (a) at the sale in time of the ordinary course proposed Asset Disposition, there is no Default or Event of business Default hereunder and the proposed Asset Disposition will not cause such a Default or Event of Hydrocarbons produced from any Credit Party’s Mineral InterestsDefault, (b) the saleNet Proceeds of such Asset Disposition are dealt with in accordance with the provisions of Section 8.2, leaseand (c) the amount of (A) EBITDA generated during the preceding 12 months by the assets comprised in any such Asset Disposition, transferplus (B) the aggregate 12-month trailing EBITDA generated by all other assets comprised in all previous Asset Dispositions made during the Term (calculated as of the date of the applicable Asset Disposition), abandonment or other disposition does not exceed 15% of machinery, equipment and other personal property and fixtures which are the VL Group’s EBITDA for the 12 months ending on the last day of the month immediately preceding the date of the proposed Asset Disposition; provided that the VL Group shall be permitted to make (i) made in connection with a release, surrender or abandonment dispositions of a well, or (ii) (A) obsolete for their intended purpose and disposed of inventory in the ordinary course of business, (ii) dispositions of machinery, equipment, spare parts and materials, appliances or vehicles, if same are no longer necessary or useful to the operation of the business or have become obsolete, worn out, surplus, damaged or unusable, as well as the non-material assets listed in Schedule “I” consisting of surplus real estate of the VL Group, which are excluded from the Security and not subject to any Charge thereunder, (Biii) replaced exchanges of assets between members of the VL Group that have provided unlimited Guarantees and Security to the Agent for the Lenders. In the event of any such permitted Asset Disposition to a Person other than a member of the VL Group, the Security on the assets so disposed of shall be discharged by articles the Agent without any requirement to obtain the consent of comparable suitability owned by the Lenders. In addition, any Credit Partymember of the VL Group (other than VTL until it has provided Security on all of its assets) shall be permitted to dispose of Back-to-Back Preferred Shares in order to repay Back-to-Back Debt, free and clear shall also be permitted to dispose of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (property as reasonably determined by Borrower); part of a Tax Benefit Transaction, provided that, that (A) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with Default or Event of Default exists at the closing thereof, time and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary disposing of such Credit Party, nor Back-to-Back Preferred Shares or property as part of a Tax Benefit Transaction will Borrower issue not cause a Default or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent an Event of such issuer on the Closing DateDefault.

Asset Dispositions. (a) The Borrower will not, nor will the Borrower permit any other Credit Loan Party to, sell, lease, transfer, abandon or otherwise dispose of any asset Borrowing Base Property or Collateral, other than (ai) to the Borrower or any Material Subsidiary, (ii) farmouts of undeveloped acreage and assignments in connection with such farmouts or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing Proved Mineral Interests capable of being produced in material economic quantities and which are not included in the most recently delivered Reserve Report, (iii) the sale in the ordinary course of business of Hydrocarbons produced from the Borrower’s and any Credit other Loan Party’s Mineral Interests (and not pursuant to Advance Payment Contracts), (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or any portion of its assets to the Borrower or any other Loan Party, (v) the sale or disposition (including a Casualty Event), in accordance with the Combined Loan Documents, of assets the Net Cash Proceeds of which are reinvested (whether through reparation, restoration or replacement of the assets in issue), within 180 days after such sale or disposition, in assets useful in the business of the Borrower or any Subsidiary or otherwise applied to the prepayment of the Combined Loans in accordance with the Combined Loan Documents, (vi) the sale or disposition of assets obtained as a result of mergers, consolidations or other transactions permitted under this Agreement that are unnecessary or unrelated to the business of the Borrower and its Subsidiaries, (vii) the sale, transfer or issuance of any Subsidiary’s Equity Interests to the Borrower or any Loan Party, (viii) Permitted Investments that are not Mineral Interests, (bix) as permitted by Section 7.4, (x) the sale, lease, transfer, abandonment sale or other disposition of 105 machinery, equipment and or other personal property and fixtures assets which are obsolete, worn out or otherwise not necessary or useful in the operation of the Borrower’s business or that are replaced by machinery, equipment or other assets of comparable value and use, (ixi) the initial sale, contribution or disposition of assets (including, without limitation, all of the Equity Interests of Processing Partners and Pipeline Partners) specifically described on Exhibit N made as part of, in connection with a release, surrender or abandonment of a wellwith, or pursuant to, the formation of the MLP and to effect the MLP Transactions, notwithstanding anything to the contrary contained in any Combined Loan Document, and/or (iixii) any Subsidiary (other than a Material Subsidiary or Subsidiary that owns Mortgaged Properties) may liquidate, dissolve or cease operations if the Borrower determines in good faith that such liquidation or cessation is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, that, so long as no Default or Event of Default has occurred which is continuing, the Borrower and each other Loan Party shall be permitted to sell or dispose of Mineral Interests during any period between Scheduled Redeterminations with an aggregate Recognized Value (measured at the time of such sale or disposition) not in excess of five percent (5%) of the Global Borrowing Base in effect during such period; provided, however, and without limiting the foregoing, the Borrower will not, nor will the Borrower permit any other Loan Party to, (A) obsolete for sell any Hydrocarbons under Advance Payment Contracts, except to the extent disclosed on Schedule 7.1 and except to the extent such sales of Hydrocarbons would not cause the representation in Section 3.19(b) to no longer be true and correct, (B) sell or securitize any of their intended purpose and disposed accounts receivable (other than (1) those accounts receivable deemed by the Borrower to be doubtful or uncollectible, (2) discounts of accounts receivable granted to settle collection of accounts receivable or (3) the sale of defaulted accounts arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof and not in connection with any financing transaction), (C) sell any production payment or other term royalty, other than pursuant to the Falcon Seaboard Settlement Agreement, or (BD) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and sell assets (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of equipment) and then lease them back (or commit to lease them back) within 180 days after such issuer on the Closing Datesale.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit PartyBorrower’s Mineral Interests, (b) the Specified Asset Sales, and (c) the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and that, no sale, lease, transfer, abandonment, exchange or other personal property and fixtures which are disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course case of businessassets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (B) replaced by articles for purposes of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and this clause (c) Asset Dispositions at no less than fair market value the Closing Date will be deemed to be a Scheduled Redetermination) in excess of five percent (as reasonably determined by Borrower); provided that, (A5%) no Asset Disposition of the Borrowing Base then in effect shall be permitted pursuant to this clause (c) unless each of the following conditions is satisfied: (i) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base and Conforming Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition sale, lease, transfer, abandonment, exchange or other disposition are made concurrently with the closing thereof, (iv) no Borrowing Base Deficiency will exist after consummation of such sale, lease, transfer, abandonment, exchange or other disposition (and application of the proceeds thereof to the mandatory prepayments required by Section 2.6), and (Bv) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Restricted Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parentother than Borrower) to issue or sell, sell any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person a Credit Party which is the direct parent of such issuer on the Closing Datedirectly or indirectly wholly-owned by a Credit Party.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit PartyBorrower’s Mineral Interests, and (b) the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and that, no sale, lease, transfer, abandonment, exchange or other personal property and fixtures which are disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course case of businessassets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (Bfor purposes of this clause (b) replaced by articles the Closing Date will be deemed to be a Scheduled Redetermination) in excess of comparable suitability owned by any Credit Party, free and clear five percent (5%) of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition the Borrowing Base then in effect shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10b). In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Restricted Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parentother than Borrower) to issue or sell, sell any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person a Credit Party which is directly or indirectly wholly-owned by a Credit Party. For the direct parent avoidance of such issuer on doubt, Borrower shall not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of the Closing DateMidway Loop Assets or the Xxxxxx Assets without the prior written consent of the Majority Banks.”

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.109.10 and (C) promptly after the consummation by any Credit Party of any Asset Disposition, Borrower shall prepay the Loans to the extent necessary to comply with Section 10.1(d) on a pro forma basis after giving effect to such Asset Disposition. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. Borrower The Credit Parties will notnot permit the Parent or any Consolidated Party to make any Asset Disposition (including, nor will Borrower permit without limitation, any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset Sale and Leaseback Transaction) other than Excluded Asset Dispositions unless (a) the sale consideration paid in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interestsconnection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the saleterms of Section 8.13, lease, transfer, abandonment (c) such transaction does not involve the sale or other disposition of machinerya minority equity interest in any Consolidated Party, equipment and other personal property and fixtures which are (id) made in connection with a release, surrender the aggregate net book value of all of the assets sold or abandonment of a well, or (ii) (A) obsolete for their intended purpose and otherwise disposed of in all such transactions during any fiscal year of the ordinary course Consolidated Parties shall not exceed $35,000,000, (e) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of businessDefault would exist hereunder, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (Af) no later than 30 days prior to such Asset Disposition Disposition, the Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be permitted pursuant sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to this clause (c) unless all mandatory prepayments required by Section 2.6 be received for such assets in connection with such Asset Disposition are made concurrently with the closing thereofDisposition, and (B) thereafter the Borrower or other applicable Credit Party shall shall, within 30 the period of 365 days following the closing consummation of each such Asset Disposition novate(with respect to any such Asset Disposition, unwind the "Application Period"), apply (or terminate Oil and Gas Hedge Transactions as needed cause to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party be applied) an amount equal to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary the Net Cash Proceeds of such Credit PartyAsset Disposition to (i) the purchase, nor will Borrower issue acquisition or, in the case of improvements to real property, construction of Eligible Assets or sell, or permit any other Credit Party (excluding Parentii) to issue the prepayment of the Loans in accordance with the terms of Section 3.3(b)(ii). Upon the sale of Capital Stock of a Consolidated Party permitted by this Section 8.5, the Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest, if any, in such Capital Stock, including, without limitation, amendments or sellterminations of UCC financing statements, any capital if any, the return of stock or other equity interest or any optioncertificates, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than if any, and the Person which is the direct parent release of such issuer on Consolidated Party from all of its obligations, if any, under the Closing DateCredit Documents; provided however, the Agent shall not be obligated to take any of the foregoing actions unless such Consolidated Party has been released under all of its obligations arising under agreements evidencing Subordinated Indebtedness.

Asset Dispositions. Parent and each Borrower will not, nor will Parent and/or any Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Borrowers' Mineral Interests, ; (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (Biii) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and Encumbrances; (c) Asset Dispositions at no less than fair market value the sale, lease, transfer or other disposition of (as reasonably determined by Borrower)i) Borrowing Base Properties; provided thatprovided, that (A) Borrowers shall provide Administrative Agent with not less than ten (10) Domestic Business Days notice of such sale, lease, transfer or other disposition pursuant to this clause (i), and (B) the aggregate Recognized Value of Borrowing Base Properties disposed of pursuant to this clause (i) in any period between Periodic Determinations (which shall include, without limitation, the period between the Closing Date and the first Periodic Determination after the Closing Date) shall not exceed five percent (5%) of the Borrowing Base then in effect, and (ii) other assets that have no Asset Disposition Recognized Value; provided, further that no sale, lease assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this clause (c) unless each of the following conditions is satisfied: (i) all mandatory prepayments required by Section 2.6 3.7 in connection with such Asset Disposition sale, lease, transfer or other disposition are made concurrently with the closing thereof, (ii) no Borrowing Base Deficiency will exist after consummation of such sale, lease, transfer or other disposition (and application of the proceeds thereof to the mandatory prepayments required by Section 3.7), and (Biii) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novateno Default has occurred which is continuing. Except as provided in Schedule 4, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In in no event will any Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit PartyParty (other than to the Person which is the direct parent of such Credit Party on the Closing Date), nor will Parent or any Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, sell any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Borrower's Mineral Interests, and (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and that, no sale, lease, transfer, abandonment, exchange or other personal property and fixtures which are disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course case of businessassets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (Bfor purposes of this clause (b) replaced by articles the Closing Date will be deemed to be a Scheduled Redetermination) in excess of comparable suitability owned by any Credit Party, free and clear five percent (5%) of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition the Borrowing Base then in effect shall be permitted pursuant to this clause (cb) unless each of the following conditions is satisfied: (i) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition sale, lease, transfer, abandonment, exchange or other disposition are made concurrently with the closing thereof, (iv) no Borrowing Base Deficiency will exist after consummation of such sale, lease, transfer, abandonment, exchange or other disposition (and application of the proceeds thereof to the mandatory prepayments required by Section 2.6), and (Bv) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary of such Credit Party, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person Credit Party which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Borrower's Mineral Interests, and (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and that, no sale, lease, transfer, abandonment, exchange or other personal property and fixtures which are disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course case of businessassets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (Bfor purposes of this clause (b) replaced by articles the Closing Date will be deemed to be a Scheduled Redetermination) in excess of comparable suitability owned by any Credit Party, free and clear five percent (5%) of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition the Conforming Borrowing Base then in effect shall be permitted pursuant to this clause (cb) unless each of the following conditions is satisfied: (i) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base and the Conforming Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition sale, lease, transfer, abandonment, exchange or other disposition are made concurrently with the closing thereof, (iv) no Borrowing Base Deficiency will exist after consummation of such sale, lease, transfer, abandonment, exchange or other disposition (and application of the proceeds thereof to the mandatory prepayments required by Section 2.6), and (Bv) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary of such Credit Party, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person Credit Party which is the direct parent of such issuer on the Closing Date."

Asset Dispositions. Borrower will notThe VL Group shall not permit an Asset Disposition of all or any part of their property or assets (whether presently held or subsequently acquired), nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than sales at fair market value, and, in such case, only if (a) at the sale in time of the ordinary course proposed Asset Disposition, there is no Default or Event of business Default hereunder and the proposed Asset Disposition will not cause such a Default or Event of Hydrocarbons produced from any Credit Party’s Mineral InterestsDefault, (b) the saleNet Proceeds of such Asset Disposition are dealt with in accordance with the provisions of Section 8.2, leaseand (c) the amount of (A) EBITDA generated during the preceding 12 months by the assets comprised in any such Asset Disposition, transferplus (B) the aggregate 12-month trailing EBITDA generated by all other assets comprised in all previous Asset Dispositions made during the Term (calculated as of the date of the applicable Asset Disposition), abandonment or other disposition does not exceed 15% of machinery, equipment and other personal property and fixtures which are the VL Group's EBITDA for the 12 months ending on the last day of the month immediately preceding the date of the proposed Asset Disposition; provided that the VL Group shall be permitted to make (i) made in connection with a release, surrender or abandonment dispositions of a well, or (ii) (A) obsolete for their intended purpose and disposed of inventory in the ordinary course of business, (ii) dispositions of machinery, equipment, spare parts and materials, appliances or vehicles, if same are no longer necessary or useful to the operation of the business or have become obsolete, worn out, surplus, damaged or unusable, as well as the non-material assets listed in Schedule "I" consisting of surplus real estate of the VL Group, which are excluded from the Security and not subject to any Charge thereunder, (Biii) replaced exchanges of assets between members of the VL Group that have provided unlimited Guarantees and Security to the Agent for the Lenders. In the event of any such permitted Asset Disposition to a Person other than a member of the VL Group, the Security on the assets so disposed of shall be discharged by articles the Agent without any requirement to obtain the consent of comparable suitability owned by the Lenders. In addition, any Credit Partymember of the VL Group shall be permitted to dispose of Back-to-Back Preferred Shares in order to repay Back-to-Back Debt, free and clear shall also be permitted to dispose of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (property as reasonably determined by Borrower); part of a Tax Benefit Transaction, provided that, that (A) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with Default or Event of Default exists at the closing thereof, time and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary disposing of such Credit Party, nor Back-to-Back Preferred Shares or property as part of a Tax Benefit Transaction will Borrower issue not cause a Default or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent an Event of such issuer on the Closing DateDefault.

Asset Dispositions. Borrower The Credit Parties will not, nor will Borrower not permit any other Credit Party toto make any Asset Disposition (including, sellwithout limitation, lease, transfer, abandon or otherwise dispose of any asset Sale and Leaseback Transaction) other than Excluded Asset Dispositions unless (a) the sale consideration paid in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interestsconnection therewith is cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the saleterms of Section 8.13, lease, transfer, abandonment (c) such transaction does not involve the sale or other disposition of machinery, equipment and other personal property and fixtures which are (i) made a minority equity interest in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear (d) the aggregate net book value of all Liens except Permitted Encumbrances of the assets sold or otherwise disposed of by the Credit Parties in all such transactions after the Closing Date shall not exceed $10,000,000 and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (Ae) no later than 5 days prior to such Asset Disposition Disposition, the Agent and the Lenders shall have received a certificate of an Executive Officer of the Borrower specifying the anticipated or actual date of such Asset Disposition, briefly describing the assets to be permitted pursuant sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to this clause (c) unless all mandatory prepayments required by Section 2.6 be received for such assets in connection with such Asset Disposition, and thereafter the Borrower shall, within the 6-month period beginning 3 months prior to the consummation of such Asset Disposition are made concurrently (with respect to any such Asset Disposition, the "Application Period"), apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Asset Disposition to (i) the purchase, acquisition or, in the case of improvements to real property, construction of Eligible Assets or (ii) to the prepayment of the Loans in accordance with the closing thereofterms of Section 3.3(b)(iii). 76 Upon a sale of assets or the sale of Capital Stock of a Credit Party permitted by this Section 8.5, the Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Agent's security interest, if any, in such assets or Capital Stock, including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary release of such Credit PartyParty from all of its obligations, nor will Borrower issue or sellif any, or permit any other under the Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing DateDocuments.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Borrower's Mineral Interests, (b) the disposition, in the ordinary course of Borrower's business, of equipment and related items that are obsolete or no longer useful in Borrower's business, and provided no Default, Event of Default or Borrowing Base Deficiency exists or would result therefrom, the sale, lease, transfer, abandonment abandonment, exchange, reassignment or other disposition of machineryother assets; provided, equipment and other personal property and fixtures which are that (i) made in connection Borrower shall provide Administrative Agent with a releasenot less than ten (10) Domestic Business Days notice of such sale, surrender lease, transfer, abandonment, exchange, reassignment or abandonment of a wellother disposition pursuant to this clause (c), or and (ii) the aggregate value (Awhich, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests as proposed by Administrative Agent and approved by (x) obsolete for their intended purpose Required Banks and Required Lenders (as such term is defined in the Senior Term Credit Agreement) in the event any portion of the Senior Term Debt is then outstanding, and (y) Required Banks in the event the Senior Term Debt has been paid in full, and in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) of all assets sold, leased, transferred, abandoned, exchanged, reassigned or otherwise disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and pursuant to this clause (c) Asset Dispositions at no less than fair market value in any period between Scheduled Redeterminations shall not exceed five percent (as reasonably determined by Borrower5%) of the Borrowing Base then in effect (for purposes of this clause (c) the Closing Date will be deemed to be a Scheduled Redetermination); provided thatprovided, (A) further that no Asset Disposition sale, lease, transfer, abandonment, exchange, reassignment or other disposition of any Borrowing Base Property shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition sale, lease, transfer, abandonment, exchange, reassignment or other disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, or any other Credit Party sell, transfer or dispose of, or permit of any other Equity in any Restricted Subsidiary nor will any Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit sell any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person Credit Party which is the direct parent of such issuer on the Closing DateDate or, in the case of future created or acquired Restricted Subsidiaries, any such issuance of Equity on the date of, and in connection with, the creation or acquisition of such Restricted Subsidiary.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from Borrower’s or any other Credit Party’s Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment that, the aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and other personal property and fixtures which are (iin the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) made in connection with a releaseof all assets sold, surrender leased, transferred or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the ordinary course Borrowing Base then in effect (for purposes of business, or this clause (Bb) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrowerthe Closing Date will be deemed to be a Scheduled Redetermination); provided provided, further, that, (A) no Asset Disposition shall be permitted pursuant to this clause (cb) unless all mandatory prepayments required by Section 2.6 3.6 in connection with such Asset Disposition are made concurrently with (or at such other times as provided herein) therewith, (c) subject to the closing thereofterms and conditions set forth in this Agreement, including, without limitation, Section 9.14, any Permitted Exchange, and (Bd) Borrower or other applicable subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 6.1, transfers of assets to another Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10Party. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Restricted Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parentother than WPC) to issue or sell, sell any capital stock or other equity interest Equity in such Credit Party or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person which is the direct parent of such issuer on the Closing Dateanother Credit Party.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and Encumbrances, (c) the sale of equity interest in Medallion (for the sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any or all of the assets of Medallion is not restricted by this Agreement), (d) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (cd) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.109.10 and (e) the Legacy Asset Disposition; provided that, each of the Legacy Asset Disposition Conditions have been satisfied. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, sell any capital stock in such Credit Party or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. The Borrower will shall not, nor will Borrower and shall not permit any other Credit Loan Party to, sell, transfer, lease, transfercontribute or otherwise convey, abandon or grant options, warrants or other rights with respect to, all or any substantial part of its assets (including accounts receivable and capital stock of or other ownership interests in Subsidiaries) to any Person (each such event, an "ASSET DISPOSITION"), unless the aggregate net book value of all such assets, together with the net book value of all other assets sold, transferred, leased, contributed or conveyed by any Loan Party pursuant to this SECTION 8.2.4 since the Effective Date, does not exceed the Permitted Percentage; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained herein, any Loan Party may (i) sell or otherwise dispose of assets as and to the extent necessary to comply with Requirements of Law; PROVIDED, HOWEVER, that if after giving effect to any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are Asset Dispositions required to be made under this CLAUSE (i) the aggregate net book value of sales made in connection with under this SECTION 8.2.4 would exceed the Permitted Percentage, the Borrower shall make a releaseprepayment of all Net Cash Proceeds therefrom pursuant to SECTION 3.1.2(c), surrender or abandonment of a well, or (ii) sell or otherwise dispose of Cash Equivalent Investments, (Aiii) obsolete for their intended purpose enter into the Ground Leases and disposed (iv) transfer certain railcars or rights to railcars as part of the Transco Transaction; PROVIDED, FURTHER, that any Asset Disposition pursuant to CLAUSES (i), (ii), (iii) and (iv) of this proviso shall not be included in the ordinary course calculation of business, or (B) replaced by articles the aggregate net book value of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted assets sold pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing DateSECTION 8.2.4.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances Encumbrances, (c) the sale of equity interest in Medallion (for the sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any or all of the assets of Medallion is not restricted by this Agreement) and (cd) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (cd) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, sell any capital stock in such Credit Party or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.18) other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and Encumbrances, (c) the sale of equity interest in Medallion (for the sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any or all of the assets of Medallion is not restricted by this Agreement), (d) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (cd) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.109.10 and , (e) the Legacy Asset Disposition; provided that, each of the Legacy Asset Disposition Conditions have been satisfied, (f) the sale, lease, transfer, use of other disposition of any Renewable Product (as defined in the Renewable Product Purchase Agreement) and (g) dispositions constituting Permitted Investments described in clause (g) of the definition thereof. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit PartyParty (other than an Unrestricted Subsidiary of an Unrestricted Subsidiary), nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, sell any capital stock in such Credit Party or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, sell any capital stock in such Credit Party or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of such issuer on the Closing Date.

Asset Dispositions. (a) The Borrower will not, nor will the Borrower permit any other Credit Loan Party to, sell, lease, transfer, abandon or otherwise dispose of any asset Borrowing Base Property, Collateral or other material asset, other than (ai) to the Borrower or any Material Subsidiary, (ii) farmouts of undeveloped acreage and assignments in connection with such farmouts or the abandonment, farm-out, exchange, lease or sublease of Oil and Gas Properties not containing Proved Mineral Interests capable of being produced in material economic quantities and which are not included in the most recently delivered Reserve Report, (iii) the sale in the ordinary course of business of Hydrocarbons produced from the Borrower’s and any Credit other Loan Party’s Mineral InterestsInterests (and not pursuant to Advance Payment Contracts), (biv) as part of the winding up and dissolution of Cinnabar Energy Services & Trading, LLC, a Michigan limited liability company, Xxxxxxx Corporation, a Michigan corporation, and Energy Acquisition Operating Corporation, a Michigan corporation, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or any portion of its assets to the Borrower or any other Loan Party, (vi) the sale or disposition (including a Casualty Event), in accordance with the Combined Loan Documents, of assets the Net Cash Proceeds of which are reinvested (whether through reparation, restoration or replacement of the assets in issue), within 180 days after such sale or disposition, in assets useful in the business of the Borrower or any Subsidiary or otherwise applied to the prepayment of the Combined Loans in accordance with the Combined Loan Documents, (vii) the sale or disposition of assets obtained as a result of mergers, consolidations or other transactions permitted under this Agreement that are unnecessary or unrelated to the business of the Borrower and its Subsidiaries, (viii) the sale, leasetransfer or issuance of any Subsidiary’s Equity Interests to the Borrower or any Loan Party, transfer(ix) Permitted Investments that are not Mineral Interests and/or (x) as permitted by Section 7.4; provided, abandonment that, so long as no Default or other disposition Event of Default has occurred which is continuing, the Borrower shall be permitted to sell or dispose of (i) machinery, equipment and or other personal property and fixtures assets which are (i) made obsolete, worn out or otherwise not necessary or useful in connection with a releasethe operation of the Borrower’s business or that are replaced by machinery, surrender equipment or abandonment other assets of a well, or comparable value and use; and (ii) Mineral Interests during any period between Scheduled Redeterminations with an aggregate Recognized Value (measured at the time of such sale or disposition) not in excess of five percent (5%) of the Global Borrowing Base in effect during such period; provided, however, and without limiting the foregoing, the Borrower will not, nor will the Borrower permit any other Loan Party to, (A) obsolete for sell any Hydrocarbons under Advance Payment Contracts, except to the extent disclosed on Schedule 7.1 and except to the extent such sales of Hydrocarbons would not cause the representation in Section 3.20(b) to no longer be true and correct, (B) sell or securitize any of their intended purpose and disposed accounts receivable (other than (1) those accounts receivable deemed by the Borrower to be doubtful or uncollectible, (2) discounts of accounts receivable granted to settle collection of accounts receivable or (3) the sale of defaulted accounts arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof and not in connection with any financing transaction), (C) sell any production payment or other term royalty, other than pursuant to the Falcon Seaboard Settlement Agreement, or (BD) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and sell assets (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10. In no event will Borrower issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of equipment) and then lease them back (or commit to lease them back) within 180 days after such issuer on the Closing Datesale.

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit PartyBorrower’s Mineral Interests, and (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment and that, no sale, lease, transfer, abandonment, exchange or other personal property and fixtures which are disposition by Borrower or any of its Subsidiaries of Borrowing Base Properties with an aggregate value (i) made in connection with a releasewhich, surrender or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of in the ordinary course case of businessassets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and, in the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) in any period between Scheduled Redeterminations (Bfor purposes of this clause (b) replaced by articles the Closing Date will be deemed to be a Scheduled Redetermination) in excess of comparable suitability owned by any Credit Party, free and clear five percent (5%) of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition the Borrowing Base then in effect shall be permitted pursuant to this clause (cb) unless each of the following conditions is satisfied: (i) Borrower shall have provided Administrative Agent with not less than ten (10) Domestic Business Days written notice of such sale, lease, transfer, abandonment, exchange or other disposition, which notice shall include a specific description of the assets to be sold, leased, transferred, abandoned, exchanged or otherwise disposed, (ii) any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof shall have occurred, (iii) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition sale, lease, transfer, abandonment, exchange or other disposition are made concurrently with the closing thereof, (iv) no Borrowing Base Deficiency will exist after consummation of such sale, lease, transfer, abandonment, exchange or other disposition (and application of the proceeds thereof to the mandatory prepayments required by Section 2.6), and (Bv) Borrower or other applicable Credit Party shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with Section 9.10no Default has occurred which is continuing. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary of such Credit Party, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person Credit Party which is the direct parent of such issuer on the Closing Date.”

Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit Party’s Borrower's Mineral Interests, (b) provided no Event of Default or Borrowing Base Deficiency exists, the sale, lease, transfer, abandonment abandonment, exchange or other disposition of machineryother assets; provided, equipment that, the aggregate value (which, in the case of assets consisting of Mineral Interests, shall be the Recognized Value of such Mineral Interests and other personal property and fixtures which are (iin the case of any exchange, shall be the net value or net Recognized Value realized or resulting from such exchange) made in connection with a releaseof all assets sold, surrender leased, transferred or abandonment of a well, or (ii) (A) obsolete for their intended purpose and disposed of pursuant to this clause (b) in any period between Scheduled Redeterminations shall not exceed five percent (5%) of the ordinary course Borrowing Base then in effect (for purposes of business, or this clause (Bb) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrowerthe Closing Date will be deemed to be a Scheduled Redetermination); provided provided, further, that, (A) no Asset Disposition shall be permitted pursuant to this clause (cb) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition are made concurrently with the closing thereof(or at such other times as provided herein) therewith, and (Bc) Borrower or other applicable Credit Party shall within 30 days following subject to the closing of each Asset Disposition novateterms and conditions set forth in this Agreement, unwind or terminate Oil and Gas Hedge Transactions as needed to comply with including, without limitation, Section 9.108.15, any Permitted Exchange. In no event will Borrower issue, sell, transfer or dispose of, or permit of any other Credit Party to issue, sell, transfer or dispose of, any capital stock or other equity interest Equity in any Subsidiary of such Credit Party, nor will Borrower any Credit Party issue or sell, or permit sell any other Credit Party (excluding Parent) to issue or sell, any capital stock or other equity interest Equity or any option, warrant or other right to acquire such capital stock or equity interest Equity or security convertible into such capital stock or equity interest Equity to any Person other than the Person Credit Party which is the direct parent of such issuer on the Closing Date.