Common use of Minimum Hedging Requirements Clause in Contracts

Minimum Hedging Requirements. (a) The Borrower shall provide to the Administrative Agent on or before December 31, 2018, evidence satisfactory to the Administrative Agent that the Borrower has entered into (and thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties for commodity prices with respect to the monthly notional volumes of crude oil and natural gas (calculated on an equivalent basis) such that the notional volumes of all crude oil and natural gas related Hedge Transactions of the Borrower, in the aggregate, equal or exceed (but subject to limitations set forth in Section 7.12) fifty percent (50%) of the Loan Parties’ reasonably anticipated projected production of crude oil and natural gas (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report for each remaining calendar month during the period from the Closing Date through the period ending twelve (12) full calendar months after the Closing Date. (b) Without limiting the foregoing requirements set forth in Section 6.19(a) in any manner (and subject to limitations set forth in Section 7.12), from and after December 31, 2018, the Borrower shall enter into from time to time (and thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that the notional aggregate volumes of crude oil and natural gas covered by all Hedge Transactions of the Borrower as of any date of determination equal or exceed (i) fifty percent (50%) of the reasonably anticipated projected production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, for each month during the period of twelve consecutive full calendar months immediately following any such date of determination and (ii) twenty-five percent (25%) of the reasonably anticipated projected production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, for each month during the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (i) of this Section 6.19(b) (and shall, upon request, provide to the Administrative Agent reasonable evidence satisfactory to the Administrative Agent demonstrating the Borrower’s compliance with the foregoing); provided that, the forgoing requirements shall not apply for a period of sixty (60) days (or such later date as the Administrative Agent shall agree in its reasonable discretion) with respect to any Oil and Gas Properties comprising Proved Develop Producing Reserves of the Loan Parties that are acquired pursuant to transactions contemplated by the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of such transactions).

Minimum Hedging Requirements. (a) The Borrower shall provide to the Administrative Agent on or before December 31From and after June 20, 2018, evidence satisfactory to the Administrative Agent that the Borrower has entered into (and thereafter2022, the Borrower shall maintain in effect(i) Hedge Transactions with Approved Counterparties for commodity prices with respect to the monthly notional volumes of crude oil and natural gas (calculated on an equivalent basis) such that the notional volumes of all crude oil and natural gas related Hedge Transactions of the Borrower, in the aggregate, equal or exceed (but subject to limitations set forth in Section 7.12) fifty percent (50%) of the Loan Parties’ reasonably anticipated projected production of crude oil and natural gas (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report for each remaining calendar month during the period from the Closing Date through the period ending twelve (12) full calendar months after the Closing Date. (b) Without limiting the foregoing requirements set forth in Section 6.19(a) in any manner (and subject to limitations set forth in Section 7.12), from and after December 31, 2018, the Borrower shall enter into from time to time (and thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that that, as of any date of determination, the aggregate notional aggregate monthly volumes of crude oil and natural gas covered hedged by all Hedge Transactions of the Borrower as of any date of determination equal or exceed (ibut subject at all times to the limitations in Section 7.12) fifty (x) (1) as of any such date of determination prior to January 31, 2023, sixty percent (5060%) and (2) as of any such date of determination from and after January 31, 2023, seventy-five percent (75%), of the reasonably anticipated projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, Report for each full calendar month during the period of twelve (12) consecutive full calendar months immediately following any such date of determination (or, if the Maturity Date occurs within any such period, then for each full calendar month during the period through (and including) the full calendar month in which the Maturity Date occurs), and (iiy) twenty-five if the Maturity Date is more than twelve full calendar months after any such date of determination, fifty percent (2550%) of the reasonably anticipated projected aggregate production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, Report for each full calendar month during the period of twelve sixtwelve (12612) consecutive full calendar months immediately following the twelve (12) consecutive full calendar month period described in the foregoing clause (iix) of this Section 6.19(b6.19(i) (or, if the Maturity Date occurs within any such six (6) consecutive full calendar month period, then for each full calendar month during the period through (and shallincluding) the full calendar month in which the Maturity Date occurs), upon requestand (ii) no later than five (5) Business Days after the end of each calendar month, provide to the Administrative Agent reasonable evidence reasonably satisfactory to the Administrative Agent demonstrating the Borrower’s compliance with the foregoing); provided that, in the forgoing requirements shall not apply for event that the Borrower determines in good faith after using commercially reasonable efforts that the Borrower has been unable to enter into all or a period portion of sixty the Hedge Transactions required pursuant to the foregoing clauses (60i)(x) days and (or such later date as i)(y), then the Borrower may deliver to the Administrative Agent shall agree on or before the due date for compliance with the applicable clause, a certificate of a Responsible Officer to that effect in its reasonable discretion) satisfaction of the requirement of the applicable clause with respect to any Oil volumes for which the Borrower has been unable to enter into Hedging Transactions; provided, further, that from and Gas Properties comprising Proved Develop Producing Reserves after the delivery of any such certificate until the Loan Parties Borrower has delivered reasonably satisfactory evidence demonstrating that are acquired the Borrower has entered into Hedge Transactions in satisfaction of such clauses, the Borrower shall (1) continue to use commercially reasonable efforts to satisfy the requirements of such clauses and (2) include in each certificate delivered pursuant to transactions contemplated by the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries Section 6.02(a) an additional similar certification to the Parent or the Borrower following the consummation of such transactions)extent applicable.

Minimum Hedging Requirements. (a) The Borrower shall provide to From and after the Administrative Agent on or before December 31, 2018, evidence satisfactory to Closing Date (but without in any way superseding the Administrative Agent that the Borrower has entered into (and thereafter, the Borrower shall maintain in effectprovisions of Section 4.03(a) Hedge Transactions with Approved Counterparties for commodity prices with respect to the monthly notional volumes period of crude oil and natural gas thirty-six (calculated on an equivalent basis36 months) such that the notional volumes of all crude oil and natural gas related Hedge Transactions of the Borrower, in the aggregate, equal or exceed (but subject to limitations set forth in Section 7.12) fifty percent (50%) of the Loan Parties’ reasonably anticipated projected production of crude oil and natural gas (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report for each remaining calendar month during the period from the Closing Date through the period ending twelve (12) full calendar months after immediately following the Closing Date. (b) Without limiting the foregoing requirements set forth in Section 6.19(a) in any manner (and subject to limitations set forth in Section 7.12), from and after December 31, 2018, the Borrower shall enter into from time to time (and thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that the notional aggregate volumes of crude oil and natural gas covered by all Hedge Transactions of the Borrower as of any date of determination equal or exceed (i) fifty seventy-five percent (5075%) of the reasonably anticipated projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, for each month during the period of twelve (12) consecutive full calendar months immediately following any such date of determination; provided that if on the applicable date of determination at the end of such fiscal quarter, the Available Commitment shall not be less than fifty percent (50%) of the Facility Limit, then the above hedging threshold of seventy-five percent (75%) shall be reduced to fifty percent (50%) and (ii) twenty-five fifty percent (2550%) of the reasonably anticipated projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, for each month during the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (i) of this Section 6.19(b6.19; provided that if on the applicable date of determination at the end of such fiscal quarter, the Available Commitment shall not be less than fifty percent (50%) of the Facility Limit, then the above hedging threshold of fifty percent (50%) shall be reduced to twenty-five percent (25%). Notwithstanding anything to the contrary within this Agreement, in no ways shall any “three ways hedging” be included for purposes of determining compliance with this Section 6.19, and shallthe Borrower shall not enter into any collar transaction that has a floor less than eighty-five percent (85%) of the Strip Price as of the date the Borrower enters into such transaction. (b) Commencing with the fiscal quarter ending September 30, upon request2023, not later than five (5) Business Days after the end of each fiscal quarter, the Borrower shall provide to the Administrative Agent reasonable Agent, evidence reasonably satisfactory to the Administrative Agent demonstrating the Borrower’s compliance with the foregoing)foregoing requirements of clause (a) of this Section 6.19; provided thatfor the avoidance of doubt, compliance with the forgoing above requirements in clause (a) of this Section 6.19 shall not apply for be tested on a period of sixty (60) days (or such later date as quarterly basis commencing with the Administrative Agent shall agree in its reasonable discretion) with respect to any Oil and Gas Properties comprising Proved Develop Producing Reserves of the Loan Parties that are acquired pursuant to transactions contemplated by the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of such transactions)fiscal quarter ending September 30, 2023.

Minimum Hedging Requirements. (a) The Borrower shall provide to the Administrative Agent on or before December 31, 2018, within sixty (60) days after the Effective Date evidence satisfactory to the Administrative Agent that the Borrower has entered into (and thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties for commodity prices with respect to at least the monthly notional volumes of crude oil natural gas, as applicable, set forth in on Schedule 5.10 (it being acknowledged and natural gas agreed that the intention of the parties is that the Borrower shall have entered into (calculated on an equivalent basisand shall thereafter maintain) Hedge Transactions with Approved Counterparties (including the Hedge Transactions described above) such that the notional volumes of all crude oil and natural gas related Hedge Transactions of the BorrowerBorrower and its Restricted Subsidiaries, in the aggregate, equal or exceed (but subject to limitations set forth in Section 7.12) fifty percent (50%) of the Loan PartiesBorrower’s and its Restricted Subsidiaries’ reasonably anticipated projected production of crude oil and natural gas (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report for each remaining calendar month during the period from sixty (60) days after the Closing Effective Date through the period ending twelve (12) full calendar months after the Closing Effective Date). (b) Without limiting the foregoing requirements set forth in Section 6.19(a5.10(a) in any manner (and subject to limitations set forth in Section 7.126.18), from and after December 31, 2018the date that is ninety (90) days after the Effective Date, the Borrower shall enter into from time to time (and thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for natural gas and crude oil and natural gas such so that the notional aggregate volumes of natural gas and crude oil and natural gas covered by all Hedge Transactions of the Borrower as of any date of determination equal or exceed (i) fifty percent (50%) of the reasonably anticipated projected production of natural gas and crude oil (calculated on an equivalent basis) oil, respectively, from Oil and Gas Properties comprising Proved Developed Producing Reserves proved developed producing reserves of the Loan Parties Borrower and its Restricted Subsidiaries evaluated in the Initial Engineering Reserve Report or the then most recently delivered Engineering Reserve Report, for each month during the period of twelve consecutive full calendar months immediately following any such date of determination and (ii) twenty-five percent (25%) of the reasonably anticipated projected production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, for each month during the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (i) of this Section 6.19(b) (and shall, upon request, provide to the Administrative Agent reasonable evidence satisfactory to the Administrative Agent demonstrating the Borrower’s compliance with the foregoing); provided that, the forgoing requirements shall not apply for a period of sixty (60) days (or such later date as the Administrative Agent shall agree in its reasonable discretion) with respect to any Oil and Gas Properties comprising Proved Develop Producing Reserves of the Loan Parties that are acquired pursuant to transactions contemplated by the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of such transactions).

Minimum Hedging Requirements. (a) The Borrower shall provide to the Administrative Agent on or before December 31From and after June 20, 2018, evidence satisfactory to the Administrative Agent that the Borrower has entered into (and thereafter2022, the Borrower shall maintain in effect(i) Hedge Transactions with Approved Counterparties for commodity prices with respect to the monthly notional volumes of crude oil and natural gas (calculated on an equivalent basis) such that the notional volumes of all crude oil and natural gas related Hedge Transactions of the Borrower, in the aggregate, equal or exceed (but subject to limitations set forth in Section 7.12) fifty percent (50%) of the Loan Parties’ reasonably anticipated projected production of crude oil and natural gas (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report for each remaining calendar month during the period from the Closing Date through the period ending twelve (12) full calendar months after the Closing Date. (b) Without limiting the foregoing requirements set forth in Section 6.19(a) in any manner (and subject to limitations set forth in Section 7.12), from and after December 31, 2018, the Borrower shall enter into from time to time (and thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that that, as of any date of determination, the aggregate notional aggregate monthly volumes of crude oil and natural gas covered hedged by all Hedge Transactions of the Borrower as of any date of determination equal or exceed (ibut subject at all times to the limitations in Section 7.12) fifty (x) sixty percent (5060%) of the reasonably anticipated projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, Report for each full calendar month during the period of twelve (12) consecutive full calendar months immediately following any such date of determination (or, if the Maturity Date occurs within any such period, then for each full calendar month during the period through (and including) the full calendar month in which the Maturity Date occurs), and (iiy) twenty-five if the Maturity Date is more than twelve full calendar months after any such date of determination, fifty percent (2550%) of the reasonably anticipated projected aggregate production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report or the then most recently delivered Engineering Report, Report for each full calendar month during the period of twelve six (126) consecutive full calendar months immediately following the twelve (12) consecutive full calendar month period described in the foregoing clause (i) of this Section 6.19(b6.19 (or, if the Maturity Date occurs within any such six (6) consecutive full calendar month period, then for each full calendar month during the period through (and shallincluding) the full calendar month in which the Maturity Date occurs), upon requestand (ii) no later than five (5) Business Days after the end of each calendar month, provide to the Administrative Agent reasonable evidence reasonably satisfactory to the Administrative Agent demonstrating the Borrower’s compliance with the foregoing); provided that, in the forgoing requirements shall not apply for event that the Borrower determines in good faith after using commercially reasonable efforts that the Borrower has been unable to enter into all or a period portion of sixty the Hedge Transactions required pursuant to the foregoing clauses (60i)(x) days and (or such later date as i)(y), then the Borrower may deliver to the Administrative Agent shall agree on or before the due date for compliance with the applicable clause, a certificate of a Responsible Officer to that effect in its reasonable discretion) satisfaction of the requirement of the applicable clause with respect to any Oil volumes for which the Borrower has been unable to enter into Hedging Transactions; provided, further, that from and Gas Properties comprising Proved Develop Producing Reserves after the delivery of any such certificate until the Loan Parties Borrower has delivered reasonably satisfactory evidence demonstrating that are acquired the Borrower has entered into Hedge Transactions in satisfaction of such clauses, the Borrower shall (1) continue to use commercially reasonable efforts to satisfy the requirements of such clauses and (2) include in each certificate delivered pursuant to transactions contemplated by the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries Section 6.02(a) an additional similar certification to the Parent or the Borrower following the consummation of such transactions)extent applicable.”