STATUTORY
OBLIGATIONS, (II) CONTINGENT OBLIGATIONS ON SURETY AND APPEAL BONDS, AND
(III) OTHER NON-DELINQUENT OBLIGATIONS OF A LIKE NATURE; IN EACH CASE, INCURRED
IN THE ORDINARY COURSE OF BUSINESS;
(H)
LIENS ARISING SOLELY BY VIRTUE OF ANY STATUTORY OR COMMON LAW
PROVISION RELATING TO BANKER'S LIENS, RIGHTS OF SET-OFF OR SIMILAR RIGHTS AND
REMEDIES AS TO DEPOSIT ACCOUNTS OR OTHER FUNDS MAINTAINED WITH A CREDITOR
DEPOSITORY INSTITUTION OR UNDER ANY DEPOSIT ACCOUNT AGREEMENT ENTERED INTO IN
THE ORDINARY COURSE OF BUSINESS; PROVIDED, HOWEVER, THAT (I) SUCH DEPOSIT
ACCOUNT IS NOT A DEDICATED CASH COLLATERAL ACCOUNT AND IS NOT SUBJECT TO
RESTRICTIONS AGAINST ACCESS BY THE COMPANY, (II) THE COMPANY (OR APPLICABLE
RESTRICTED SUBSIDIARY) MAINTAINS (SUBJECT TO SUCH RIGHT OF SET OFF) DOMINION AND
CONTROL OVER SUCH ACCOUNT(S), AND (III) SUCH DEPOSIT ACCOUNT IS NOT INTENDED BY
THE COMPANY, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY TO PROVIDE CASH
COLLATERAL TO THE DEPOSITORY INSTITUTION;
(I)
OIL AND GAS LIENS TO SECURE OBLIGATIONS WHICH ARE NOT DELINQUENT
AND WHICH DO NOT IN ANY CASE MATERIALLY DETRACT FROM THE VALUE OF THE OIL AND
GAS PROPERTY SUBJECT THERETO; AND
(J)
LIENS ON (X) THE COLLATERAL SECURING SECOND LIEN OBLIGATIONS;
PROVIDED, HOWEVER, THAT SUCH LIENS ARE SUBJECT IN PRIORITY TO THE LIENS SECURING
THE OBLIGATIONS PURSUANT TO THE INTERCREDITOR AGREEMENT AND (Y) THE TERM LOAN
CASH COLLATERAL SECURING THE SECOND LIEN OBLIGATIONS.
8.2
Disposition of Assets.
The Company and each Guarantor shall not,
and shall not permit any of the Restricted Subsidiaries to, directly or
indirectly, sell, assign, lease, convey, transfer or otherwise dispose of
(whether in one or a series of transactions) (collectively, "Dispositions") any
Property (including accounts and notes receivable, with or without recourse) or
enter into any agreement to do any of the foregoing, except:
(A)
AS PERMITTED UNDER SECTIONS 6.10, 7.5, 8.3, 8.4, OR 8.10;
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(B)
DISPOSITIONS OF INVENTORY INCLUDING PRODUCED OIL AND GAS IN THE
ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS AMONG THE COMPANY AND WHOLLY-OWNED RESTRICTED
SUBSIDIARIES WHICH ARE GUARANTORS;
(D)
USED, WORN OUT OR SURPLUS EQUIPMENT IN THE ORDINARY COURSE OF
BUSINESS;
(E)
DISPOSITIONS OF ACCOUNTS AND NOTES RECEIVABLE IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES;
(F)
DISPOSITIONS OF INTERESTS IN OIL AND GAS PROPERTIES, OR PORTIONS
THEREOF, THAT ARE SOLD FOR FAIR CASH CONSIDERATION (CONSIDERING ANY NET
PRODUCTION PROCEEDS FROM THE EFFECTIVE DATE OF ANY SUCH DISPOSITION TO THE
CLOSING THEREOF THAT ARE CREDITED AGAINST THE PURCHASE PRICE PAYABLE AT SUCH
CLOSING AS NET CASH PROCEEDS RECEIVED BY THE COMPANY OR SUCH GUARANTOR);
PROVIDED, HOWEVER, THAT THE AGGREGATE SALES PRICES (AS OF THE EFFECTIVE DATE OF
EACH PARTICULAR DISPOSITION) FOR DISPOSITIONS MADE PURSUANT TO THIS
SECTION 8.2(F) DURING ANY BORROWING BASE PERIOD SHALL NOT EXCEED 10% OF THE
BORROWING BASE; PROVIDED FURTHER, HOWEVER, THAT ANY SUCH AGGREGATE DISPOSITION
OF OIL AND GAS PROPERTIES IN ANY BORROWING BASE PERIOD WHICH RESULT IN THE
RECEIPT ON A CUMULATIVE BASIS IN SUCH PERIOD OF NET CASH PROCEEDS IN EXCESS OF
5% OF THE BORROWING BASE