Common use of Sales of Properties Clause in Contracts

Sales of Properties. The Borrowers will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods that is obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrowers or such Restricted Subsidiary or is replaced by Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (i) at least 75% of such consideration received is in the form of cash, Cash Equivalents or Deemed Cash Equivalents and (ii) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition does not exceed $15,000,000 in the aggregate for all such dispositions; (d) the transfer of Property by a Subsidiary or a Guarantor to a Borrower or another Guarantor; (e) the sale of the Borrowers’ treasury stock and the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantor; (f) an exchange or “swap” of assets of any Borrower or any Restricted Subsidiary for the assets of a Person other than a Borrower or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) Asset Dispositions constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; (h) licenses of Oilfield Intellectual Property; (i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (j) Asset Dispositions of Accounts obtained by any Borrower or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (k) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Date.

Sales of Properties. The Borrowers will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods that is obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrowers or such Restricted Subsidiary or is replaced by Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (i) at least 75% of such consideration received is in the form of cash, Cash Equivalents or Deemed Cash Equivalents and (ii) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition does not exceed $15,000,000 10,000,000 in the aggregate for all such dispositions; (d) the transfer sale, transfer, lease or other disposition of Property by a Subsidiary or a Guarantor to a any Borrower or another Guarantor or by a non-Guarantor to another non-Guarantor; (e) the sale of the Borrowers’ treasury stock and the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantor; (f) an exchange or “swap” of assets of any Borrower or any Restricted Subsidiary for the assets of a Person other than a Borrower or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, and (ii) such Borrower or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) Asset Dispositions constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; (h) non-exclusive licenses of Oilfield Intellectual Property; (i) abandonment or allowing to lapse of any Intellectual Property determined in good faith by the management of the Company to be no longer economically desirable in the Ordinary Course of Business of the Borrowers or any of the Consolidated Subsidiaries; (j) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (jk) Asset Dispositions of Accounts obtained by any Borrower or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (kl) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing Third Amendment Effective Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Third Amendment Effective Date.

Sales of Properties. The Borrowers Obligors will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods assets that is are obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrowers Obligors or such Restricted Subsidiary Subsidiaries or is are replaced by other comparable Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (i) at least 75% of such consideration received is in the form of cash, Cash Equivalents cash or Deemed Cash Equivalents and (ii) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition (such fair market value of each such consideration determined on the date of the receipt of such consideration) does not exceed $15,000,000 10,000,000 in the aggregate for all such dispositions; (d) the transfer of Property by a Subsidiary or a Guarantor to a Borrower or another GuarantorGuarantor or by U.S. Facility Obligor to another U.S. Facility Obligor or by a Canadian Domiciled Obligor to another Canadian Domiciled Obligor; (e) (i) the sale of the Borrowers’ Obligors' treasury stock and (ii) the sale or issuance of any Subsidiary’s 's Equity Interests to a Borrower or any Guarantor; (f) an exchange or “"swap” " of assets of any Borrower Obligor or any Restricted Subsidiary for the assets of a Person other than a Borrower an Obligor or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower Obligor or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) dispositions of Property as a result of condemnation, eminent domain or similar proceedings; (h) Asset Dispositions (i) constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; 10.2.3 or (hii) licenses of Oilfield Intellectual Property;Cash Equivalents; and (i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (j) Asset Dispositions of Accounts obtained by any Borrower Obligor or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (k) Asset Dispositions of tangible Property . Notwithstanding anything to the extent located outside contrary, Obligors shall not, and shall not permit any Subsidiary to make any Asset Disposition of the United States on the Closing Date and Equity Interests in Foreign Subsidiaries (i) Inventory, except as permitted by Section 10.2.8(a) or non-Affiliates in existence on the Closing Date(ii) Accounts, except as permitted by Section 10.2.8(i).

Sales of Properties. The Borrowers Obligors will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods assets that is are obsolete, worn out or no longer necessary for, or used or useful in, for the business of the Borrowers Obligors or such Restricted Subsidiary Subsidiaries or is are replaced by other comparable Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (iA) at least 75% of such consideration received is in the form of cash, Cash Equivalents cash or Deemed Cash Equivalents and (iiB) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition (such fair market value of each such consideration determined on the date of the receipt of such consideration) does not exceed $15,000,000 10,000,000 in the aggregate for all such dispositions; (d) the transfer of Property by a Subsidiary to an Obligor or by an Obligor to another Obligor or by a Guarantor Canadian Domiciled Obligor to a Borrower or another GuarantorCanadian Domiciled Obligor; (e) (i) the sale of the BorrowersObligors’ treasury stock stock, and (ii) the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantoran Obligor; (f) an exchange or “swap” of assets of any Borrower Obligor or any Restricted Subsidiary for the assets of a Person other than a Borrower an Obligor or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower Obligor or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) dispositions of Property as a result of condemnation, eminent domain or similar proceedings; 190 (h) Asset Dispositions (i) constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; 10.2.3 or (hii) licenses of Oilfield Intellectual Property;Cash Equivalents; and (i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (j) Asset Dispositions of Accounts obtained by any Borrower Obligor or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts (as defined in the ABL Credit Agreement) and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (k) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Date.

Sales of Properties. The Borrowers will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods that is obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrowers or such Restricted Subsidiary or is replaced by Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (i) at least 75% of such consideration received is in the form of cash, Cash Equivalents or Deemed Cash Equivalents and (ii) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition does not exceed $15,000,000 in the aggregate for all such dispositions; (d) the transfer sale, transfer, lease or other disposition of Property by a Subsidiary or a Guarantor to a any Borrower or another Guarantor or by a non-Guarantor to another non-Guarantor; (e) the sale of the Borrowers’ treasury stock and the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantor; (f) an exchange or “swap” of assets of any Borrower or any Restricted Subsidiary for the assets of a Person other than a Borrower or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) Asset Dispositions constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; (h) non-exclusive licenses of Oilfield Intellectual Property; (i) abandonment or allowing to lapse of any Intellectual Property determined in good faith by the management of the Company to be no longer economically desirable in the Ordinary Course of Business of the Borrowers or any of the Consolidated Subsidiaries; (j) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (jk) Asset Dispositions of Accounts obtained by any Borrower or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (kl) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Date; and (m) transactions contemplated by the Prepackaged Plan on the Closing Date.

Sales of Properties. The Borrowers will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer in the Ordinary Course of Business of Equipment or other goods that is are obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrowers or such the Restricted Subsidiary Subsidiaries or is are replaced substantially contemporaneously by other comparable Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (i) at least 75% of such consideration received is in the form of cash, Cash Equivalents Accounts or Deemed Cash Equivalents and (ii) the fair market value of all forms of consideration to PHR or any Future Intermediation Subsidiary unless such Property has substantially contemporaneously been contributed by Parent or its Subsidiaries (other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition does not exceed $15,000,000 in the aggregate for all such dispositionsCompany and its Subsidiaries) and was otherwise never Property of the Company and its Subsidiaries); provided that no Event of Default has occurred and is continuing; (d) the transfer of Property (i) by a Restricted Subsidiary or a Guarantor to an Obligor or (ii) by an Obligor to PHR or a Borrower or another GuarantorFuture Intermediation Subsidiary (other than an Asset Disposition of Collateral) to the extent such transfer is permitted by Section 10.2.9 and so long as no Event of Default has occurred and is continuing; (e) the sale of the Borrowers’ treasury stock and the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantoran Obligor; (f) an exchange or “swap” of assets of any Borrower or any Restricted Subsidiary for the assets of a Person other than a Borrower or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) Asset Dispositions constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3;; and (hg) licenses of Oilfield Intellectual Property; (i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (j) Asset Dispositions of Accounts obtained by any Borrower or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts Receivables and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and provided, that (ki) each Asset Dispositions Disposition described in this Section 10.2.8 (other than pursuant to Section 10.2.8(d), (f) or (g)) (A) shall be for fair market value and (B) in the case of tangible Property an Asset Disposition of Collateral (other than in the Ordinary Course of Business) shall be for 100% cash or Cash Equivalents, (ii) to the extent located outside a mandatory prepayment is required by the Secured Notes Indenture or the Term Loan Agreement, as applicable, in each case as a result of such Asset Disposition, the Borrowers shall make such mandatory prepayments, (iii) in the case of an Asset Disposition to which Section 5.2 applies, the Borrowers shall comply with the terms of such Section and (iv) all payments with respect to an Asset Disposition of Collateral are deposited in a Dominion Account to the extent required by Section 8.2.5. Notwithstanding anything to the contrary set forth in this Section 10.2.8, no Borrower nor any Restricted Subsidiary shall make any Asset Disposition of all or substantially all of the United States on Property used in the Closing Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Dateoperation of any Refinery.

Sales of Properties. The Borrowers Obligors will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods assets that is are obsolete, worn out or no longer necessary for, or used or useful in, for the business of the Borrowers Obligors or such Restricted Subsidiary Subsidiaries or is are replaced by other comparable Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (iA) at least 75% of such consideration received is in the form of cash, Cash Equivalents cash or Deemed Cash Equivalents and (iiB) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition (such fair market value of each such consideration determined on the date of the receipt of such consideration) does not exceed $15,000,000 10,000,000 in the aggregate for all such dispositions; (d) the transfer of Property by a Subsidiary to an Obligor or by an Obligor to another Obligor or by a Guarantor Canadian Domiciled Obligor to a Borrower or another GuarantorCanadian Domiciled Obligor; (e) (i) the sale of the Borrowers’ Obligors' treasury stock stock, and (ii) the sale or issuance of any Subsidiary’s 's Equity Interests to a Borrower or any Guarantoran Obligor; (f) an exchange or “"swap” " of assets of any Borrower Obligor or any Restricted Subsidiary for the assets of a Person other than a Borrower an Obligor or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower Obligor or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) dispositions of Property as a result of condemnation, eminent domain or similar proceedings; (h) Asset Dispositions (i) constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; 10.2.3 or (hii) licenses of Oilfield Intellectual Property;Cash Equivalents; and (i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (j) Asset Dispositions of Accounts obtained by any Borrower Obligor or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts (as defined in the ABL Credit Agreement) and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (k) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Date.

Sales of Properties. The Borrowers Obligors will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods assets that is are obsolete, worn out or no longer necessary for, or used or useful in, for the business of the Borrowers Obligors or such Restricted Subsidiary Subsidiaries or is are replaced by other comparable Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (iA) at least 75% of such consideration received is in the form of cash, Cash Equivalents cash or Deemed Cash Equivalents and (iiB) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition (such fair market value of each such consideration determined on the date of the receipt of such consideration) does not exceed $15,000,000 10,000,000 in the aggregate for all such dispositions; (d) the transfer of Property by a Subsidiary to an Obligor or by an Obligor to another Obligor or by a Guarantor Canadian Domiciled Obligor to a Borrower or another GuarantorCanadian Domiciled Obligor; (e) (i) the sale of the BorrowersObligors’ treasury stock stock, and (ii) the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantoran Obligor; (f) an exchange or “swap” of assets of any Borrower Obligor or any Restricted Subsidiary for the assets of a Person other than a Borrower an Obligor or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower Obligor or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) dispositions of Property as a result of condemnation, eminent domain or similar proceedings; (h) Asset Dispositions (i) constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; 10.2.3 or (hii) licenses of Oilfield Intellectual Property;Cash Equivalents; and US-DOCS\144726423.10 (i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (j) Asset Dispositions of Accounts obtained by any Borrower Obligor or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts (as defined in the ABL Credit Agreement) and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (k) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Date.

Sales of Properties. The Borrowers Obligors will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) : di. the sale of Inventory in the Ordinary Course of Business; (b) ; dj. the sale or transfer of Equipment or other goods assets that is are obsolete, worn out or no longer necessary for, or used or useful in, for the business of the Borrowers Obligors or such Restricted Subsidiary Subsidiaries or is are replaced by other comparable Equipment or other goods; (c) ; dk. any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (iA) at least 75% of such consideration received is in the form of cash, Cash Equivalents cash or Deemed Cash Equivalents and (iiB) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition (such fair market value of each such consideration determined on the date of the receipt of such consideration) does not exceed $15,000,000 10,000,000 in the aggregate for all such dispositions; (d) ; dl. the transfer of Property by a Subsidiary to an Obligor or by an Obligor to another Obligor or by a Guarantor Canadian Domiciled Obligor to a Borrower or another GuarantorCanadian Domiciled Obligor; (ei) the sale of the BorrowersObligors’ treasury stock stock, and (ii) the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantor; (f) an Obligor; dn. an exchange or “swap” of assets of any Borrower Obligor or any Restricted Subsidiary for the assets of a Person other than a Borrower an Obligor or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower Obligor or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) ; do. dispositions of Property as a result of condemnation, eminent domain or similar proceedings; dp. Asset Dispositions (i) constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; 10.2.3 or (hii) licenses of Oilfield Intellectual Property; (i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (j) Cash Equivalents; and dq. Asset Dispositions of Accounts obtained by any Borrower Obligor or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts (as defined in the ABL Credit Agreement) and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (k) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the Closing Date.

Sales of Properties. The Borrowers will not, and will not permit any Restricted Subsidiary to make any Asset Disposition except for: (a) the sale of Inventory in the Ordinary Course of Business; (b) the sale or transfer of Equipment or other goods that is obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrowers or such Restricted Subsidiary or is replaced by Equipment or other goods; (c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (i) at least 75% of such consideration received is in the form of cash, Cash Equivalents or Deemed Cash Equivalents and (ii) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such Asset Disposition does not exceed $15,000,000 15,000,00010,000,000 in the aggregate for all such dispositions; (d) the transfer sale, transfer, lease or other disposition of Property by a Subsidiary or a Guarantor to a any Borrower or another Guarantor or by a non-Guarantor to another non-Guarantor; (e) the sale of the Borrowers’ treasury stock and the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantor; (f) an exchange or “swap” of assets of any Borrower or any Restricted Subsidiary for the assets of a Person other than a Borrower or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, and (ii) such Borrower or such Restricted Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent; (g) Asset Dispositions constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3; (h) non-exclusive licenses of Oilfield Intellectual Property; (i) abandonment or allowing to lapse of any Intellectual Property determined in good faith by the management of the Company to be no longer economically desirable in the Ordinary Course of Business of the Borrowers or any of the Consolidated Subsidiaries; (j) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business; (jk) Asset Dispositions of Accounts obtained by any Borrower or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in the Ordinary Course of Business or discounts granted to settle collection of Accounts 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 as long as (i) such Accounts are not Eligible Accounts and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,000,000 in any Fiscal Year; and (kl) Asset Dispositions of tangible Property to the extent located outside of the United States on the Closing ClosingThird Amendment Effective Date and Equity Interests in Foreign Subsidiaries or non-Affiliates in existence on the ClosingThird Amendment Effective Date; and. (m) transactions contemplated by the Prepackaged Plan on the Closing Date.