DISCOUNTS GRANTED TO SETTLE COLLECTION OF
ACCOUNTS RECEIVABLE OR THE SALE OF DEFAULTED ACCOUNTS ARISING IN THE ORDINARY
COURSE OF BUSINESS IN CONNECTION WITH THE COMPROMISE OR COLLECTION THEREOF AND
NOT IN CONNECTION WITH ANY FINANCING TRANSACTION, THE BORROWER WILL NOT, AND
WILL NOT PERMIT ANY SUBSIDIARY TO, DISCOUNT OR SELL (WITH OR WITHOUT RECOURSE)
ANY OF ITS NOTES RECEIVABLE OR ACCOUNTS RECEIVABLE.
SECTION 9.11
MERGERS, ETC.
THE BORROWER WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, MERGE INTO OR WITH OR CONSOLIDATE
WITH ANY OTHER PERSON, OR PERMIT ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE
WITH IT, OR SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF (WHETHER IN ONE
TRANSACTION OR IN A SERIES OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTY TO ANY OTHER PERSON (WHETHER NOW OWNED OR HEREAFTER ACQUIRED) (ANY SUCH
TRANSACTION, A "CONSOLIDATION"), OR LIQUIDATE OR DISSOLVE; PROVIDED THAT ANY
SUBSIDIARY MAY PARTICIPATE IN A CONSOLIDATION WITH ANY OTHER SUBSIDIARY AND THE
BORROWER MAY CONSOLIDATE WITH ANY SUBSIDIARY SO LONG AS THE BORROWER IS THE
SURVIVOR.
SECTION 9.12
SALE OF PROPERTIES.
THE BORROWER
WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, SELL, ASSIGN, FARM-OUT, CONVEY
OR OTHERWISE TRANSFER ANY PROPERTY EXCEPT FOR (A) THE SALE OF HYDROCARBONS IN
THE ORDINARY COURSE OF BUSINESS; (B) FARMOUTS OF UNDEVELOPED ACREAGE AND
ASSIGNMENTS IN CONNECTION WITH SUCH FARMOUTS; (C) THE SALE OR TRANSFER OF
EQUIPMENT THAT IS NO LONGER NECESSARY FOR THE BUSINESS OF THE BORROWER OR SUCH
SUBSIDIARY OR IS REPLACED BY EQUIPMENT OF AT LEAST COMPARABLE VALUE AND USE;
(D) THE SALE OR OTHER DISPOSITION (INCLUDING CASUALTY EVENTS) OF ANY OIL AND GAS
PROPERTY OR ANY INTEREST THEREIN OR ANY SUBSIDIARY OWNING OIL AND GAS
PROPERTIES; PROVIDED THAT (I) 100% OF THE CONSIDERATION RECEIVED IN RESPECT OF
SUCH SALE OR OTHER DISPOSITION SHALL BE CASH, (II) THE CONSIDERATION RECEIVED IN
RESPECT OF SUCH SALE OR OTHER DISPOSITION SHALL BE EQUAL TO OR GREATER THAN THE
FAIR MARKET VALUE OF THE OIL AND GAS PROPERTY, INTEREST THEREIN OR SUBSIDIARY
SUBJECT OF SUCH SALE OR OTHER DISPOSITION (AS REASONABLY DETERMINED BY THE BOARD
OF DIRECTORS OF THE BORROWER AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE
BORROWER SHALL DELIVER A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER
CERTIFYING TO THAT EFFECT), (III) IF SUCH SALE OR OTHER DISPOSITION OF OIL AND
GAS PROPERTY OR SUBSIDIARY OWNING OIL AND GAS PROPERTIES INCLUDED IN THE MOST
RECENTLY DELIVERED RESERVE REPORT DURING ANY PERIOD BETWEEN TWO SUCCESSIVE
SCHEDULED REDETERMINATION DATES HAS A FAIR MARKET VALUE IN EXCESS OF 5% OF THE
THEN CURRENT BORROWING BASE, INDIVIDUALLY OR IN THE AGGREGATE, THE BORROWING
BASE SHALL BE REDUCED, EFFECTIVE IMMEDIATELY UPON SUCH SALE OR DISPOSITION, BY
AN AMOUNT EQUAL TO THE VALUE, IF ANY, ASSIGNED SUCH PROPERTY IN THE MOST
RECENTLY DELIVERED RESERVE REPORT AND (IV) IF
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ANY SUCH SALE OR OTHER DISPOSITION IS OF A SUBSIDIARY OWNING OIL AND GAS
PROPERTIES, SUCH SALE OR OTHER DISPOSITION SHALL INCLUDE ALL THE EQUITY
INTERESTS OF SUCH SUBSIDIARY; (E)