Common use of Swap Agreements Clause in Contracts

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are not in excess of, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedexecuted and at any time thereafter, 75(A) 100% of the reasonably anticipated projected production from Proved Developed Producing Reserves Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separatelyon a natural gas equivalent basis, for the period of 24 months following the date such Swap Agreement is executed; (B) 75% of the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 25 to 36 months following the date such Swap Agreement is executed; and (C) 50% of the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 37 to 48 months following the date such Swap Agreement is executed, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(d).

Swap Agreements. The Borrower No Debtor will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Total Proved Developed Producing Reserves (provided that proved developed non-producing and proved undeveloped reserves shall not in the aggregate constitute more than 25% of Total Proved Reserves) for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, each calculated separately; separately (for purposes of the foregoing, natural gas liquids volumes may be hedged directly or for crude oil volumes in a 2:1 ratio), for each of the next five (5) succeeding calendar years, provided that upon the date any Debtor signs a definitive acquisition agreement for any acquisition of Property or Equity Interests of any Person not prohibited by this Agreement, Swap Agreements may be entered into for 85% of the reasonably anticipated projected production from Proved Developed Producing Properties the subject of such acquisition (provided that should such acquisition fail to close within sixty (60) days of the date the Debtor signing such definitive acquisition agreement, such Debtor shall terminate or unwind such Swap Agreements entered into in respect of such acquisition such that such Debtor is in compliance with clause (a)(ii) above), excluding the effect of the provision for pending acquisitions, floor options may be purchased limited to total notional volumes of all Swap Agreements and puts options not exceeding 100% of projected production from Proved Developed Producing Properties as described in (a)(ii) above, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Debtors then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary Debtor to post collateral or margin to secure their its obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary other Loan Party to, enter into any Swap Agreements with any Person other than (ai) (A) Swap Agreements in respect of commodities (iincluding Swap Agreements in respect of commodity basis differentials) entered into not for speculative purposes which for the avoidance of doubt, are intended, at inception of execution, to hedge or manage any of the risks related to existing and or forecasted Hydrocarbon production of the Borrower or its Restricted Subsidiaries, (B) with an Approved Counterparty Counterparty, (C) with a tenor not to exceed 60 months, and (iiD) the aggregate notional volumes for which (when aggregated with calculated independently for basis differential Swap Agreement volumes and other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap AgreementsAgreement volumes) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves total proved, developed, producing Oil and Gas Properties of the Loan Parties evaluated in the Initial Reserve Report or thereafter the Reserve Report most recently delivered pursuant to Section 8.12, for each month during following the period during which date such Swap Agreement is entered into, in effect each case for each of crude oil oil, natural gas liquids and natural gas, calculated separately; separately and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed exceed, as of the date such Swap Agreement is entered into, 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; provided that put option contracts that are not related to corresponding calls, collars or swaps and (c) Swap Agreements required under Section 7.01(r)for which an upfront premium has been paid shall not be included in calculating such percentage threshold. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary other Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures; provided, however, that the foregoing shall not prohibit or be deemed to prohibit the Secured Swap Obligations from being secured by the Security Instruments.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid and which do not require further payments by the Borrower or any Subsidiary or basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedentered into, 75% (A) for the first 24 months following the date such Swap Agreement is entered into, 90%, and (B) for the next 36 months thereafter, 80%, of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of (1) crude oil and natural gas liquids, calculated on a combined basis, and (2) natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) non-speculative Swap Agreements in respect of commodities (i) with an Approved Counterparty for a term of not more than 60 months and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than put or floor options or basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% the Applicable Hedge Percentage of the reasonably anticipated projected production from Proved Developed Producing Reserves proved Oil and Gas Properties based on the most recently delivered Reserve Report for each month during the period during which such Swap Agreement is in effect for each of crude oil and oil, natural gas, and natural gas liquids calculated separately, provided that the Borrower shall, without causing a breach of this Section 9.16, have the option to enter into commodity Swap Agreements with respect to reasonably forecasted projected production from proved Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement for which one or more of the Credit Parties are scheduled to acquire such proved Oil and Gas Properties within the applicable period (based upon the reserve report for such proved Oil and Gas Properties that has been delivered to the Administrative Agent); provided that, the notional volume of all production that is forecasted to be produced from the proved Oil and Gas Properties that are to be acquired under the definitive purchase agreement that is subject to Swap Agreements shall not exceed thirty percent (30%) of the aggregate notional volume of crude oil, natural gas, and natural gas liquids that are permitted to be subject to Swap Agreements pursuant to this Section 9.16, without giving effect to such proposed purchase; provided further that, if (A) such purchase agreement does not close for any reason within sixty (60) days of the date required thereunder, including any binding extensions thereof or (B) seven (7) Business Days have passed since the termination of the binding purchase agreement for such proposed acquisition, then the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder, and (b) non-speculative Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Credit Parties then in effect effectively converting interest rates from fixed to floatingeffect) do not exceed 50% eighty-five percent (85%) of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)money. In no event shall any Swap Agreement, other than a master Swap Agreement pursuant to which any Credit Party executes only put or floor options, contain any requirement, agreement or covenant for the Borrower or any Subsidiary Credit Party to post collateral or margin to secure their its obligations under such Swap Agreement or other than (y) to cover market exposuresthe extent permitted under Section 9.03(d) and (z) for the benefit of a Secured Swap Party pursuant to the Security Instruments as contemplated herein.

Swap Agreements. The Borrower Issuer will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements with a counterparty reasonably acceptable to the Lead Investor in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than puts, floors and basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% executed eighty percent (80%) of the reasonably anticipated projected production from Proved Developed Producing Reserves Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas liquids and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate separately and (ii) Swap Agreements with a counterparty reasonably acceptable to the Lead Investor in respect of interest rates effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Issuer and its Subsidiaries the Guarantors then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Debt Issuer’s Indebtedness for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for Agreements in respect of interest rates have a term beyond 48 months from the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresdate of execution thereof.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary other Loan Party to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved Oil and Gas Properties included in the most recent Reserve Report for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, which may be hedged with Swap Agreements for crude oil, each calculated separately; provided that Proved Developed Non-Producing Reserves and Proved Undeveloped Reserves, in the aggregate, do not account for greater than 25% of the total Proved Reserves, (b) Swap Agreements that would be permitted by clause (a) hereof pertaining to Oil and Gas Properties to be acquired pursuant to a Specified Acquisition; provided that Swap Agreements pursuant to this Section 9.18(b) must be Liquidated upon the earlier to occur of: (i) the date that is 90 days after the execution of the purchase and sale agreement relating to the Specified Acquisition to the extent that such Specified Acquisition has not been consummated by such date and (ii) any Loan Party knows with reasonable certainty that the Specified Acquisition will not be consummated, and (c) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Loan Parties then in effect effectively converting interest rates from fixed to floating) do not exceed 50100% of the then outstanding principal amount of the Borrower's Loan Parties’ Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Loan Parties’ Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary a Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures, except to the extent permitted under Section 9.03(e). Notwithstanding the foregoing, the Borrower will not, and will not permit any of the other Loan Parties to, incur or permit to exist any speculative Swap Agreements. Further, the Borrower will not, and will not permit any other Loan Party to, Liquidate any Swap Agreement in respect of commodities unless (x) if such Swap Liquidation would result in an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower delivers reasonable prior written notice thereof to the Administrative Agent, and (y) if a Borrowing Base Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such Swap Liquidation to the extent that such prepayment would have been required under Section 3.04(c)(iii) after giving effect to such automatic redetermination of the Borrowing Base.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Neither the Borrower nor any Material Subsidiary will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreementseffect) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gaseffect, calculated separately; (b) Swap Agreements effectively converting interest rates from floating to fixed (i) with an Approved Counterparty and (ii) the notional amounts of which (when aggregated with other interest rate Swap Agreements then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of principal amount of the Borrower’s floating rate Debt in respect of interest rates with an Approved Counterpartyborrowed money, as follows: (ic) Swap Agreements effectively converting interest rates from fixed to floating, floating (i) with an Approved Counterparty and (ii) the notional amounts of which (when aggregated with all other interest rate Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50100% of the then outstanding principal amount of the Borrower's fixed rate Debt for in respect of borrowed money which bears interest at a fixed rate (including, without limitation, the Borrower's Senior Convertible Notes), and (d) Swap Agreements in respect of currencies (i) with an Approved Counterparty, (ii) Swap Agreements effectively converting interest rates from floating such transactions are to fixed, the notional amounts of which hedge actual or expected fluctuations in currencies and are not for speculative purposes and (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixediii) such transactions do not exceed 75% of involve termination or expiry dates longer than six (6) months after the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)trade date in respect thereof. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Material Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than usual and customary requirements to deliver letters of credit or post cash collateral.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty Counterparty, (ii) with a maximum term of 36 months and (iiiii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 60% for the months of July through November and 75% for the months of December through June of the reasonably anticipated total volume of projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties, for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (for purposes of this clause (iii), Purchaser puts and flows shall be excluded) (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (c) BP Swap Agreements required under Section 7.01(r)Agreements. In no event shall any Swap Agreement to which the Borrower or any Subsidiary is a party contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. In addition to the foregoing, no Swap Agreement that has been used in the calculation of the Borrowing Base may be cancelled, liquidated or “unwound” without the prior written consent of the Administrative Agent.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) which are for combined durations of not more than sixty (60) months, (ii) with an Approved Counterparty Counterparty, and (iiiii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production Projected Production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately (natural gas liquids shall be included in crude oil volumes at 50% of the reasonably anticipated Projected Production from Proved Developed Producing Reserves) and (b) Swap Agreements in respect of interest rates with an Approved CounterpartyCounterparty with the purpose and effect of fixing interest rates on a principal amount of indebtedness of the Borrower that is accruing interest at a variable rate, as follows: provided that (i) Swap Agreements effectively converting interest rates from fixed to floating, the aggregate notional amounts amount of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50such contracts never exceeds 75% of the then anticipated outstanding principal amount balance of the Borrower's Debt for borrowed money which bears indebtedness to be hedged by such contracts or an average of such principal balances calculated by using a generally accepted method of matching interest at a fixed rate swap contracts to declining principal balances, and (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract. Subsequent to September [ ], 2012, Borrower will not, and will not permit any Subsidiary to, enter into any Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresBP North America Inc. that are true swap commodity hxxxxx."

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) for each month of the thirty-six (36) month period following the date on which each such Swap Agreement is executed, the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately or (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary other Loan Party to, enter into any Swap Agreements with any Person other than (ai) (A) Swap Agreements in respect of commodities (iincluding Swap Agreements in respect of commodity basis differentials), (B) with an Approved Counterparty Counterparty, (C) with a tenor not to exceed 60 months, and (iiD) the aggregate notional volumes for which (when aggregated with calculated independently for basis differential Swap Agreement volumes and other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap AgreementsAgreement volumes) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves total proved, developed, producing Oil and Gas Properties of the Loan Parties evaluated in the Initial Reserve Report or thereafter the Reserve Report most recently delivered pursuant to Section 8.12, for each month during following the period during which date such Swap Agreement is entered into, in effect each case for each of crude oil oil, natural gas liquids and natural gas, calculated separately; separately and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed exceed, as of the date such Swap Agreement is entered into, 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; provided that put option contracts that are not related to corresponding calls, collars or swaps and (c) Swap Agreements required under Section 7.01(r)for which an upfront premium has been paid shall not be included in calculating such percentage threshold. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary other Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures; provided, however, that the foregoing shall not prohibit or be deemed to prohibit the Secured Swap Obligations from being secured by the Security Instruments.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75through the date that is forty-eight (48) months after the date such Swap Agreement is executed, 85% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties of the Borrower or any of its Subsidiaries located in the “Xxxxxx Field Monterey Formation” for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and , (c) Swap Agreements required under Section 7.01(r)8.16 and (d) Swap Agreements (other than Swap Agreements permitted by clauses (a) through (c) preceding) constituting “floors” or “puts” so long as such Swap Agreement (i) is not part of a “collar” or similar arrangement, (ii) is not entered into in connection with a “cap” or “ceiling” or other similar arrangement or (iii) is not entered into in connection with an associated “call” right or other similar arrangement. In no event shall any Swap Agreement contain any requirement(1) be entered into for speculative or investment purposes or (2) be for a term of longer than five (5) years; provided, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such however, a Swap Agreement or which was entered into as a hedge but is deemed to cover market exposuresbe “speculative” for accounting purposes is an allowed Swap Agreement for purposes of this Agreement.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary of its Subsidiaries to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves Oil and Gas Properties which are proved, developed, and producing as of the date such Swap Agreement is entered into for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately and determined by reference to the most recently delivered Reserve Report and (bC) the tenor of which is not more than 36 months from the date such Swap Agreement is executed, and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7550% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (as shown in the Borrower's most recent Engineering Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r6.01(q). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(d).

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedexecuted and at any time thereafter, 75(A) 100% of the reasonably anticipated projected production from Proved Developed Producing Reserves Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas liquids and natural gas, calculated separatelyindividually, for the period of 24 months following the date such Swap Agreement is executed; (B) 75% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas liquids and natural gas, calculated individually, for the period of 25 to 36 months following the date such Swap Agreement is executed; and (C) 50% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas liquids and natural gas, calculated individually, for the period of 37 to 48 months following the date such Swap Agreement is executed, provided, however, that for purposes of this Section 9.19(a), put options and price floors for crude oil, natural gas liquids and natural gas shall be disregarded; and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate (after netting out any Swap Agreements then in effect effectively converting interest rates from floating to fixed) and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and rate (c) after netting out any Swap Agreements required under Section 7.01(rthen in effect effectively converting interest rates from floating to fixed). In no event shall any Swap Agreement contain any current requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin margin, other than letters of credit permitted by this Agreement (in an amount not to exceed $10,000,000 in the aggregate), to secure their obligations under such Swap Agreement or to cover market exposures.”

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than the Swap Agreements listed on Schedule 9.17 and (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated except with other commodity Swap Agreements then in effect other than respect to basis differential swaps on volumes already hedged pursuant to other Swap Agreements, the notional volumes for which (when aggregated with other such commodity Swap Agreements then in effect) are do not in excess ofexceed, as of the date such Swap Agreement is executed, (A)(1) for the period 1 to 24 months after such date of execution, 90% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for crude oil, (2) for the 25th month after such date of execution, 80% of the reasonably anticipated projected production from Proved Developed Producing Reserves for such month for crude oil and (3) for the period 26 to 36 months after such date of execution, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; provided that all such Swap Agreements described in the foregoing clauses (a) and (cb) Swap Agreements required under Section 7.01(r)shall be on commercially reasonable terms and entered into on an arm’s length basis. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. The Borrower will not permit Xxxxxx 2009 Partnership to enter into any Swap Agreements.

Swap Agreements. The Neither the Borrower nor any Restricted Subsidiary will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(a) and Section 9.03(f).

Swap Agreements. The Borrower Borrowers will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (as shown in the Borrowers' most recent Engineering Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Borrowers' Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Borrowers' Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r)6.01(q) or as provided in the Swap Agreements listed on Schedule 7.21. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Borrowers or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(d).

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary of the Restricted Subsidiaries to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves their Oil and Gas Properties which are classified as proved developed producing as of the date such Swap Agreement is entered into for each month during the period during which such Swap Agreement is in effect place for each of crude oil and natural gas, calculated separatelyseparately and determined by reference to the most recently delivered Reserve Report and (C) for a tenor of no more than 60 months after such Swap Agreement is entered into, provided that if such Swap Agreements exceed the greater of (I) the daily average of 100% of the actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties for the most recent month, and (II) the daily average of 100% of the actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties for the most recent week, in each case based on reports available to the Borrower at such time, and such condition (either I or II) lasts for a period of 90 days, the Borrower shall terminate, create off-setting positions, or otherwise unwind existing Swap Agreements within fifteen (15) days after the end of such month 84 in which Swap Agreements exceed 100% of the actual production; and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement (other than Secured Swap Agreements) contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Total Proved Developed Producing Reserves (provided that proved developed non-producing and proved undeveloped reserves shall not in the aggregate constitute more than 25% of Total Proved Reserves) for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, each calculated separately; separately (for purposes of the foregoing, natural gas liquids volumes may he hedged directly or for crude oil volumes in a 2:1 ratio), for each of the next five succeeding calendar years, provided that upon the date the Borrower or any of its Subsidiaries signs a definitive acquisition agreement for any acquisition of Property or Equity Interests of any Person not prohibited by this Agreement, Swap Agreements may be entered into for 85% of the reasonably anticipated projected production from Proved Developed Producing Properties the subject of such acquisition (provided that should such acquisition fail to close within 60 days of the date the Borrower or any of its Subsidiaries signing such definitive acquisition agreement, the Borrower shall, or shall cause such Subsidiary, to terminate or unwind such Swap Agreements entered into in respect of such acquisition such that the Borrower or its Subsidiaries are in compliance with clause (a)(ii) above), excluding the effect of the provision for pending acquisitions, floor options may be purchased limited to total notional volumes of all Swap Agreements and puts options not exceeding 100% of projected production from Proved Developed Producing Properties as described in (a)(ii) above, and (b) Swap Agreements in respect of interest rates with an Approved Counterpartyrates, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) those Swap Agreements required under Section 8.18; (b) Swap Agreements in respect of commodities (including price Swap Agreements, basis differential Swap Agreements, caps, collars, floors and other similar agreements described in the definition of “Swap Agreements”) (i) with an Approved Counterparty and Counterparty, (ii) the notional volumes for which which, from the Effective Date until December 31, 2009, (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess of, as of the date such Swap Agreement is executed, 75exceed (A) 85% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect and (B) 20% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, non-producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect and (iii) the notional volumes for which, after December 31, 2009, (when aggregated with other commodity price Swap Agreements then in effect other than basis differential swaps) do not exceed 75% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect; provided, however, that for purposes of this Section 9.19(b), put options and price floors for crude oil and natural gas, calculated separatelygas shall be disregarded; and (bc) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate (after netting out any Swap Agreements then in effect effectively converting interest rates from floating to fixed) and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and rate (c) after netting out any Swap Agreements required under Section 7.01(rthen in effect effectively converting interest rates from floating to fixed). In no event shall any Swap Agreement contain any current requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin margin, other than letters of credit permitted by this Agreement (in an amount not to exceed $50,000,000 in the aggregate), to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty Counterparty, (B) the tenor of which is not more than 60 months from the date such Swap Agreement is executed, and (iiC) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75(1) until the First Anniversary, 95% and (2) after the First Anniversary, 90% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, calculated separately; , and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (iA) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding anticipated principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (iiB) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In Except as provided herein, in no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and such Swap Agreements shall not be for speculative purposes. Notwithstanding the foregoing, the Borrower and any Subsidiary may enter into Swap Agreements in respect of crude oil or natural gas that are puts or floors, provided that such puts and floors are independent and are not matched with a ceiling or call (i.e., costless collars or participating structures).

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Total Proved Developed Producing Reserves (provided that proved developed non-producing and proved undeveloped reserves shall not in the aggregate constitute more than 25% of Total Proved Reserves) for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, each calculated separately; separately (for purposes of the foregoing, natural gas liquids volumes may he hedged directly or for crude oil volumes in a 2:1 ratio), for each of the next five succeeding calendar years, provided that upon the date the Borrower or any of its Subsidiaries signs a definitive acquisition agreement for any acquisition of Property or Equity Interests of any Person not prohibited by this Agreement, Swap Agreements may be entered into for 85% of the reasonably anticipated projected production from Proved Developed Producing Properties the subject of such acquisition (provided that should such acquisition fail to close within 60 days of the date the Borrower or any of its Subsidiaries signing such definitive acquisition agreement, the Borrower shall, or shall cause such Subsidiary, to terminate or unwind such Swap Agreements entered into in respect of such acquisition such that the Borrower or its Subsidiaries are in compliance with clause (a)(ii) above), excluding the effect of the provision for pending acquisitions, floor options may be purchased limited to total notional volumes of all Swap Agreements and puts options not exceeding 100% of projected production from Proved Developed Producing Properties as described in (a)(ii) above, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and Loan Parties will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (separately for each of crude oil, natural gas and natural gas liquids) from Proved Developed Producing Reserves attributable to the Oil and Gas Properties included in the most recent Reserve Report for each month during the period during which such Swap Agreement is in effect for each effect; provided, that the portion of crude oil such projected production attributed to Proved Undeveloped Reserves and natural gasProved Developed Non-Producing Reserves shall be limited such that the projected production attributed to Proved Undeveloped Reserves and Proved Developed Non-Producing Reserves shall not exceed 25% of the resulting projected production attributable to all proved reserves; provided further, calculated separatelythat the restrictions in (i) and (ii) shall not apply to floor or put arrangements setting a minimum commodity price; (b) Swap Agreements that would be permitted by clause (a) hereof pertaining to Oil and Gas Properties to be acquired pursuant to a Permitted Acquisition; provided that Swap Agreements pursuant to this Section 9.17(b) must be Liquidated upon the earlier to occur of: (1) the date that is 90 days after the execution of the purchase and sale agreement relating to the Permitted Acquisition if such Permitted Acquisition has not been consummated and (2) promptly following the day any Loan Party knows with reasonable certainty that the Permitted Acquisition will not be consummated, (c) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Loan Parties then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (cd) Swap Agreements required under Section 7.01(r6.01(o). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary a Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. Notwithstanding the foregoing, the Borrower will not, and will not permit any of its Subsidiaries to, incur or permit to exist any speculative Swap Agreements.

Swap Agreements. The Each of the Parent and the Borrower will not, and will not ---------------- permit any Subsidiary of its Subsidiaries to, enter into any Swap Agreements with any Person other than (a) (i) Swap Agreements entered into by the Borrower in respect of commodities (iii) with an Approved Counterparty and Counterparty, (iiiii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid or basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% (A) for the first 24 months following the date such Swap Agreement is entered into, 85%, and (B) for the next 36 months thereafter, 65%, of the reasonably anticipated projected production from Proved Developed Producing Reserves proved Oil and Gas Properties determined by reference to the Reserve Report most recently delivered pursuant to Section 8.11 (or by reference to a Reserve Report with a recent “as of date” delivered to the Administrative Agent for the purpose of this Section 9.18 (together with the certificate referred to in Section 8.11(c)), which shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report), for each month during the period during which such Swap Agreement is in effect for each of crude oil (including Properties, rights, titles, interests or estates relating to natural gas liquids) and natural gas, calculated separately; , and (iv) the tenor of which is not more than 60 months from the date such Swap Agreement is entered into, and (b) Swap Agreements entered into by the Borrower in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75exceed, as of the date such Swap Agreement is entered into, 90% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures; provided, however, that the foregoing shall not prohibit or be deemed to prohibit the Secured Swap Obligations from being secured by the Security Instruments.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements that would cause it to violate the Borrower’s Swap Policy, or with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of Reasonably Anticipated Projected Production for the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during 36 months following the period during which date such Swap Agreement is in effect entered into, and 75% of Reasonably Anticipated Projected Production thereafter, for each of crude oil oil, liquids and natural gas, calculated separately; provided that the Borrower may purchase put or floor options as to which an upfront premium has been paid and which do not require further payment by the Borrower, the notional volumes for which exceed the foregoing percentage limitations (but which, when aggregated with other commodity Swap Agreements then in effect, do not exceed, as of the date such Swap Agreement is executed, 100% of Reasonably Anticipated Projected Production, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed the greater of $20,000,000 and 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than collateral provided for in, and upon the terms and conditions set forth in, this Agreement and the relevant Security Instruments.

Swap Agreements. (a) The Parent Guarantor and the Borrower will not, and will not ---------------- permit any Subsidiary of their Subsidiaries to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves Oil and Gas Properties which are proved, developed, and producing as of the date such Swap Agreement is entered into for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately and determined by reference to the most recently delivered Reserve Report and (bC) the tenor of which is not more than 48 months from the date such Swap Agreement is executed, and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. This Section 9.18(a) is subject to the waivers contained in Sections 5.1 and 5.2 of the Third Amendment, dated as of October 13, 2011, to the Existing Credit Agreement.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty fixing a price for a term of not more than sixty months and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid or basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% (i) eighty-five percent (85%) of the reasonably anticipated projected production from Proved Developed Producing Reserves Oil and Gas Properties for each month during the first thirty-six month period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately or (ii) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties for each month during the succeeding twenty-four month period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floatingeffect) do not exceed 50% eighty-five percent (85%) of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)money. In no event shall any Swap Agreement, other than a master Swap Agreement pursuant to which the Borrower executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresother than the benefit of the Security Instruments as contemplated herein.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties of the Borrower and its Subsidiaries for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and which Swap Agreements shall not, in any case, have a tenor of greater than five (5) years, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting in respect of interest rates from fixed to floatingrates) do not exceed 50100% of the then outstanding principal amount of the Borrower's Debt for borrowed money money, and which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixedshall not, in any case, have a tenor of greater than five (5) years; provided, that, the notional amounts of which (when aggregated with all other Borrower may enter into Swap Agreements consisting solely of a floor price (i.e., floor, put or option) so long as the Borrower and its Subsidiaries then amount of Hydrocarbons which are the subject of any such Swap Agreement in effect effectively converting interest rates from floating to fixed) existence at any such time do not exceed 75100% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) anticipated total proved production during the term of any such existing Swap Agreements required under Section 7.01(r)Agreement. In no event shall any Swap Agreement entered into hereafter by the Borrower or any Subsidiary contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post cash or other collateral or margin to secure their obligations its obligation under such Swap Agreement or to cover xxxx to market exposuresexposures or that allows any Secured Swap Provider to terminate its Swap Agreements due to the assignment of its (or its Affiliate Lender's) Loans unless such Swap Agreements cease to be secured by the Security Instruments after such assignment.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (as shown in the Borrower's most recent Engineering Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r6.01(q). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower Borrowers will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (other than floor or put options) (i) with an Approved Counterparty and Counterparty, (ii) (A) during the notional volumes for which first 2 years of this Agreement limited to no more than the greater of (when aggregated with other a) ninety percent (90%) of the value of proved developed producing reserves included on the most recently delivered Reserve Report and (b) fifty percent (50%) of Borrowers’ total Proved Reserves (such amounts computed on a semi-annual basis and calculated on a product-by-product basis), (B) during years 3 and 4 of this Agreement to no more than the greater of (a) eighty-five percent (85%) of the value of proved developed producing reserves included on the most recently delivered Reserve Report and (b) fifty percent (50%) of Borrowers’ total Proved Reserves (such amounts computed on a semi-annual basis and calculated on a product-by-product basis), and (C) after the 4th year no commodity Swap Agreements then in effect hedging permitted; provided that the aggregate amount of all such commodity hedging transactions (other than basis differential swaps on volumes already hedged pursuant to other Swap Agreementsfloor or put options) are shall not in excess of, as of exceed the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gasmost recent month’s actual production, calculated separately; separately on a product-by-product basis, in any given month, (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their respective Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a floating rate; rate and (c) those certain Swap Agreements existing on the date hereof and described on Schedule 9.17 between SEP and Shell Energy North America (US), L.P. and between SEP and Macquarie Bank Limited. The Borrowers will not, and will not permit any other Loan Party to, Liquidate any Swap Agreement in respect of commodities unless (x) if such Swap Liquidation would result in an automatic redetermination of the Borrowing Base pursuant to Section 2.07(b)(iv), the Borrowers deliver reasonable prior written notice thereof to the Administrative Agent, and (y) if a Borrowing Base Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(b)(iv), the Borrowers prepay Borrowings, prior to or contemporaneously with the consummation of such Swap Liquidation to the extent that such prepayment would have been required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for 3.04(c)(i) after giving effect to such automatic redetermination of the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresBorrowing Base.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary Affiliate to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are not in excess of, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Affiliates then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Affiliates then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary Affiliate to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. (a) The Borrower Issuer will not, and will not ---------------- permit any Subsidiary other Note Party to, enter into any Swap Agreements with any Person other than (ai) (A) Swap Agreements in respect of commodities (iincluding Swap Agreements in respect of commodity basis differentials) entered into not for speculative purposes which for the avoidance of doubt, are intended, at inception of execution, to hedge or manage any of the risks related to existing and or forecasted Hydrocarbon production of the Issuer or its Restricted Subsidiaries, (B) with an Approved Counterparty Counterparty, (C) with a tenor not to exceed sixty (60) months, and (iiD) the aggregate notional volumes for which (when aggregated with calculated independently for basis differential Swap Agreement volumes and other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap AgreementsAgreement volumes) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% eighty-five percent (85%) of the reasonably anticipated projected production from Proved Developed Producing Reserves total proved, developed, producing Oil and Gas Properties of the Note Parties evaluated in the Initial Reserve Report or thereafter the Reserve Report most recently delivered pursuant to Section 6.12, for each month during following the period during which date such Swap Agreement is entered into, in effect each case for each of crude oil oil, natural gas liquids and natural gas, calculated separately; and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Issuer and its Subsidiaries the other Note Parties then in effect effectively converting interest rates from floating to fixed) do not exceed exceed, as of the date such Swap Agreement is entered into, seventy-five percent (75% %) of the then outstanding principal amount of the Borrower's Issuer’s Debt for borrowed money which bears interest at a floating rate; provided that put option contracts that are not related to corresponding calls, collars or swaps and (c) Swap Agreements required under Section 7.01(r)for which an upfront premium has been paid shall not be included in calculating such percentage threshold. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Issuer or any Subsidiary other Note Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures; provided, however, that the foregoing shall not prohibit or be deemed to prohibit Swap Agreements to be secured pursuant to the RBL Loan Documents in the manner secured on the date hereof.

Swap Agreements. The Borrower Parent will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements entered into by the Parent or the Borrower in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties of the Parent and the Subsidiaries for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements entered into by the Parent or the Borrower in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Parent and the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not LEGAL_US_W # 73933737.1 exceed 50% of the then outstanding principal amount of the Parent’s or Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements entered into by the Parent or the Borrower effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Parent and the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Parent’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(rin respect of foreign exchange and currency option transactions with an Approved Counterparty providing for (1) the purchase by the Borrower or any Guarantor of an agreed amount of Colombian Pesos in exchange for the sale by the Borrower or such Guarantor of an agreed amount of US Dollars (or entitling the Borrower or such Guarantor to purchase at a strike price a specified quantity of Colombian Pesos and to sell at the strike price a specified quantity of US Dollars) and (2) the purchase by the Borrower or any Guarantor of an agreed amount of US Dollars in exchange for the sale by the Borrower or such Guarantor of an agreed amount of Colombian Pesos (or entitling the Borrower or such Guarantor to purchase at a strike price a specified quantity of US Dollars and to sell at the strike price a specified quantity of Colombian Pesos), in each case, to provide protection against fluctuations in currency values for the purpose of making tax payments by or on behalf of itself or any Subsidiary in Colombia. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Parent or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and neither the Parent nor the Borrower will enter into any Swap Agreement unless concurrently therewith, the Parent or the Borrower (as applicable) shall have delivered to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such counterparty shall (i) consent to the grant of Liens in all of the Parent’s or the Borrower’s right, title and interest in and to such Swap Agreement to secure the Indebtedness and (ii) agree to make all payments under such Swap Agreement to the Collection Account.

Swap Agreements. (a) The Parent Guarantor and the Borrower will not, and will not ---------------- permit any Subsidiary of their Subsidiaries to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, (I) for the period of 24 months after such Swap Agreement is executed, 85% of the reasonably anticipated projected production from their Oil and Gas Properties which are classified as proved as of the date such Swap Agreement is entered into for each month during such 24 month period for each of crude oil and natural gas, calculated separately and determined by reference to the most recently delivered Reserve Report and (II) for the period of 25 to 60 months after such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves their Oil and Gas Properties which are classified as proved as of the date such Swap Agreement is entered into for each month during the such 25 to 60 month period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately and determined by reference to the most recently delivered Reserve Report, and provided that in each instance, no such Swap Agreement shall have a tenor of more than 60 months after such Swap Agreement is entered into, and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement (other than Secured Swap Agreements) contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter Enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedJanuary 1, 752008, for (A) natural gas, 90% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which commencing on such Swap Agreement is in effect date and ending on the date twelve months thereafter, and for each month during any period after such twelve-month period, 85% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during such period, and (B) crude oil, 90% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period commencing on such date and ending on the date twelve months thereafter, and for each month during any period after such twelve-month period, 85% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during such period, provided, that Borrowers shall not enter into any additional Swap Agreements with respect to crude oil and natural gasfor which payment dates occur in 2007 or which relate to periods in 2007, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Parent and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt Borrowers’ Indebtedness for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Parent and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt Borrowers’ Indebtedness for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)listed on Schedule 4.24 hereto. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Parent or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 6.2.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) for each month of the thirty-six (36) month period following the date on which each such Swap Agreement is executed, the notional volumes for which (when aggregated with other commodity Swap Agreements and additional fixed-price physical off-take contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are not in excess of), as of the date such Swap Agreement is executed, 75is not less than 50% of of, nor exceeds 80% (the “Commodity Hedging Cap”) of, the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Credit Parties then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Credit Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary a Credit Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures, other than a requirement that such Swap Agreement be secured by the Security Interests. Notwithstanding anything to the contrary, if the Commodity Hedging Cap is exceeded as a result of (x) the sale or other disposition of Oil and Gas Properties or (y) other reductions in estimated volumes of the Credit Parties’ Proved Developed Producing Reserves, the Credit Parties shall assign, terminate or unwind any Swap Agreement in order to comply with the Commodity Hedging Cap upon request by the Majority Lenders.

Swap Agreements. The Borrower Borrowers will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty Counterparty, (ii) with a maximum term of 36 months and (iiiii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7550% of the reasonably anticipated projected expected production from Proved Developed Producing Reserves as represented in the most recently provided Reserve Report but in no event shall such amount exceed the amount of actual production from the prior month, for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their respective Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7550% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a floating rate; rate and (c) those certain Swap Agreements required under Section 7.01(rexisting on the date hereof between SEP and Shell Energy North America (US), L.P. and described on Schedule 9.17. In no event shall any Swap Agreement to which the Borrowers or any Subsidiary is a party contain any requirement, agreement or covenant for the Borrower Borrowers or any Subsidiary to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. In addition to the foregoing, no Swap Agreement that has been used in the calculation of the Borrowing Base may be cancelled, liquidated or “unwound” without the prior written consent of the Administrative Agent.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (ai) (A) Swap Agreements in respect of commodities commodities, (iB) with an Approved Counterparty Counterparty, (C) with a tenor not to exceed 60 months, and (iiD) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves total proved developed producing Oil and Gas Properties of the Borrower and the Subsidiaries evaluated in the Initial Reserve Report or thereafter the Reserve Report most recently delivered pursuant to Section 8.12, for each month during following the period during which date such Swap Agreement is entered into, in effect each case for each of crude oil oil, natural gas liquids and natural gas, calculated separately; provided that, notwithstanding the foregoing, the Borrower and its Subsidiaries shall not enter into or maintain any commodity Swap Agreements with respect projected production from offshore Oil and Gas Properties for August, September or October of any calendar year, other than floors, puts or other hedging arrangements that do not carry any delivery risk and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed exceed, as of the date such Swap Agreement is entered into, 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures; provided, however, that the foregoing shall not prohibit or be deemed to prohibit the Secured Swap Obligations from being secured by the Security Instruments.

Swap Agreements. (a) The Parent Guarantor and the Borrower will not, and will not ---------------- permit any Subsidiary of the Restricted Subsidiaries to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, (I) for the period of 24 months after such Swap Agreement is executed, 85% of the reasonably anticipated projected production from their Oil and Gas Properties which are classified as proved as of the date such Swap Agreement is entered into for each month during such 24 month period for each of crude oil and natural gas, calculated separately and determined by reference to the most recently delivered Reserve Report and (II) for the period of 25 to 60 months after such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves their Oil and Gas Properties which are classified as proved as of the date such Swap Agreement is entered into for each month during the such 25 to 60 month period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately and determined by reference to the most recently delivered Reserve Report, and provided that in each instance, no such Swap Agreement shall have a tenor of more than 60 months after such Swap Agreement is entered into, and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement (other than Secured Swap Agreements) contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Neither the Borrower nor any Material ---------------- Subsidiary will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with i)with an Approved Counterparty and (ii) the ii)the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreementseffect) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gaseffect, calculated separately; (*b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from floating to fixed (i) with an Approved Counterparty and (ii)the notional amounts of which (when aggregated with other interest rate Swap Agreements then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of principal amount of the Borrower's floating rate Debt in respect of borrowed money, (c)Swap Agreements effectively converting interest rates from fixed to floating, floating (i) with an Approved Counterparty and (ii) the notional amounts of which (when aggregated with all other interest rate Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50100% of the then outstanding principal amount of the Borrower's fixed rate Debt for in respect of borrowed money which bears interest at a fixed rate (including, without limitation, the Borrower's 5.75% Senior Convertible Notes), and (iid) Swap Agreements effectively converting interest rates from floating in respect of currencies (i) with an Approved Counterparty, (ii)such transactions are to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower hedge actual or expected fluctuations in currencies and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) are not for speculative purposes and 3. such transactions do not exceed 75% of involve termination or expiry dates longer than six (iii) months after the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)trade date in respect thereof. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Material Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than usual and customary requirements to deliver letters of credit or post cash collateral.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedexecuted and at any time thereafter, 75(A) 100% of the reasonably anticipated projected production from Proved Developed Producing Reserves Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separatelyon a natural gas equivalent basis, for the period of 24 months following the date such Swap Agreement is executed; (B) 75% of the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 25 to 36 months following the date such Swap Agreement is executed; and (C) 50% of the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 37 to 48 months following the date such Swap Agreement is executed, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated and netted with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated and netted with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(d).

Swap Agreements. The (a) Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary be a party to, or enter into into, any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75the Borrower’s projected monthly production (based on the Borrower’s reasonable business judgment and consistent application of petroleum engineering methodologies for estimating Proved Developed Producing Reserves) for the immediately ensuing twelve (12) month period (provided, however, such projection shall not be more than 115% of the Proved Developed Producing Reserves forecast for the same twelve (12) month period derived from the most recent Reserve Report delivered to the Administrative Agent using the then strip pricing) or more than the reasonably anticipated projected production from Proved Developed Producing Reserves from the most recent Reserve Report or quarterly update thereof prepared by the Borrower in the ordinary course of business for each month during the period during beyond twelve (12) months, and (C) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is in effect executed, calculated separately for each of crude oil and natural gas, calculated separately; and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7590% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and . Notwithstanding anything to the contrary in clause (ci)(B) Swap Agreements required under Section 7.01(r). In no event above, the Proved Developed Producing Reserves projection that must be used in determining the maximum allowable hedging shall any Swap Agreement contain any requirement, agreement or covenant for be based on the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresthen strip pricing.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (as shown in the Borrower’s most recent Engineering Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r6.01(q). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(d).

Swap Agreements. The None of the Parent, the Borrower will not, and will not ---------------- permit or any Subsidiary to, will enter into any Swap Agreements with any Person other than Swap Agreements (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than with respect to puts or floors and basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production of Hydrocarbons from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas and natural gas liquids, calculated separately, for “a rolling 5-year period”; provided that, the Borrower or any of its Subsidiaries may hedge such natural gas liquids with crude oil or natural gas hxxxxx, or a combination of crude oil and natural gas hxxxxx (measured by British thermal unit equivalence) and provided further that, if Proved Developed Producing Properties include any natural gas production for which the sales price of such production is based upon formula or actual volumes for residue gas and natural gas liquids after processing of such natural gas, calculated separately; the Borrower or any of its Subsidiaries may hedge such natural gas volumes with a combination of crude oil, natural gas and natural gas liquid hxxxxx (measured by British thermal unit equivalence) as reasonably determined by the Borrower and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7590% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin (other than cash or cash equivalents not to exceed an aggregate amount of $5,000,000, and any letters of credit providing credit support for such Swap Agreement) to secure their obligations under such Swap Agreement or to cover market exposures, except for contingent obligations, if any, to post collateral or margin in connection with Swap Agreements with any Lender or an Affiliate of a Lender, in the event that the Borrower’s or such Subsidiary’s obligations under such Swap Agreement is no longer secured by the collateral provided under the Loan Documents. Notwithstanding anything to the contrary in this Section 9.18, there shall be no prohibition against the Borrower entering into any “put” contracts or commodity price floors so long as such agreements are entered into for non-speculative purposes and in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices. In the event the Borrower assigns, terminates, unwinds or sells any Swap Agreement in respect of commodities that has been disclosed to the Administrative Agent and which Swap Agreement has been taken into consideration in generating the projected cash flows developed in connection with the Administrative Agent’s determination of its recommended Borrowing Base provided to the Lenders as part of the most recent Scheduled Redetermination or Interim Redetermination and the effect of such action (when taken together with any other Swap Agreements executed contemporaneously with the taking of such action) would have the effect of canceling its hedge position established by any such Swap Agreement, then the Borrowing Base shall be reduced, effective immediately upon such assignment, termination or unwinding by an amount equal to the economic impact on the Borrowing Base attributable to such terminated Swap Agreement (as calculated by the Administrative Agent).

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than Swap Agreements (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for a rolling 5-year period based on projections from the most recent Reserve Report plus any re-characterization of reserves to Proved Developed Producing Properties since the date of the most recent Reserve Report and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin (other than cash or cash equivalents not to exceed an aggregate amount of $500,000, and any letters of credit providing credit support for such Swap Agreement) to secure their obligations under such Swap Agreement or to cover market exposures, except for contingent obligations, if any, to post collateral or margin in connection with Swap Agreements with any Lender or an Affiliate of a Lender, in the event that the Borrower's or such Subsidiary's obligations under such Swap Agreement is no longer secured by the collateral provided under the Loan Documents.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75(A) 80% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during of the period during which such Swap Agreement is in effect calendar year of 2007 for each of crude oil and natural gas, calculated separately; , (B) 75% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties for each month of the calendar years of 2008 and 2009 for each of crude oil and natural gas, calculated separately, and (C) 70% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties for each month of the calendar years of 2010 and 2011 for each of crude oil and natural gas, calculated separately, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than Swap Agreements (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for a rolling 5-year period based on projections from the most recent Reserve Report plus any re-characterization of reserves to Proved Developed Producing Properties since the date of the most recent Reserve Report and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin (other than cash or cash equivalents not to exceed an aggregate amount of $500,000, and any letters of credit providing credit support for such Swap Agreement) to secure their obligations under such Swap Agreement or to cover market exposures, except for contingent obligations, if any, to post collateral or margin under Swap Agreements with any Lender or an Affiliate of a Lender, in the event that the Borrower’s or such Subsidiary’s obligations under such Swap Agreement is no longer secured by the collateral provided under the Loan Documents.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedexecuted and at any time thereafter, 75(A) 100% of the reasonably anticipated projected production from Proved Developed Producing Reserves Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, through the calendar year 2010; (B) 75% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for the calendar year 2011; and (C) 50% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for the calendar year 2012, (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r6.01(q). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(d).”

Swap Agreements. The Borrower Borrowers will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty Counterparty, (ii) with a maximum term of thirty-six (36) months and (iiiii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7550% of the reasonably anticipated projected expected production from total Proved Developed Producing Reserves as represented in the most recently provided Reserve Report but in no event shall such amount exceed the amount of actual production from the prior month, for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their respective Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7550% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a floating rate; rate and (c) those certain Swap Agreements required under Section 7.01(rexisting on the date hereof between SEP and Shell Energy North America (US), L.P. and described on Schedule 9.17. In no event shall any Swap Agreement to which the Borrowers or any Subsidiary is a party contain any requirement, agreement or covenant for the Borrower Borrowers or any Subsidiary to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. In addition to the foregoing, no Swap Agreement that has been used in the calculation of the Borrowing Base may be cancelled, liquidated or “unwound” without the prior written consent of the Administrative Agent.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7595% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for four years from the date of determination, for each of crude oil and natural gas for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r). 6.01(n) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower Borrowers will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements constituting floor or put options in respect of commodities with an Approved Counterparty, (ib) Swap Agreements (other than floor or put options) in respect of commodities with an Approved Counterparty that are limited to notional quantities at any time no more than (i) during the first two years following such time the greater of (x) ninety percent (90%) of the value of proved developed producing reserves included in the then most recently delivered Reserve Report and (y) fifty percent (50%) of Borrowers’ total Proved Reserves (such amounts computed on a semi-annual basis and calculated on a product-by-product basis), (ii) during the notional volumes for which third and fourth years following such time the greater of (when aggregated with other x) eighty-five percent (85%) of the value of proved developed producing reserves included in the then most recently delivered Reserve Report and (y) fifty percent (50%) of Borrowers’ total Proved Reserves (such amounts computed on a semi-annual basis and calculated on a product-by-product basis), and (iii) after the fourth year following such time, zero (no commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to floor or put options); provided that the aggregate amount of all such commodity Swap Agreements (other Swap Agreementsthan floor or put options) are shall not in excess of, as of exceed the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gasmost recent month’s actual production, calculated separately; separately on a product-by-product basis, in any given month, (bc) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their respective Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Borrowers’ Debt for borrowed money which bears interest at a floating rate; rate and (cd) those certain Swap Agreements existing on the date hereof and described on Schedule 9.17 between SEP and Shell Energy North America (US), L.P. and between SEP and Macquarie Bank Limited. The Borrowers will not, and will not permit any other Loan Party to, Liquidate any Swap Agreement in respect of commodities unless (x) if such Swap Liquidation would result in an automatic redetermination of the Borrowing Base pursuant to Section 2.07(b)(iv), the Borrowers deliver reasonable prior written notice thereof to the Administrative Agent, and (y) if a Borrowing Base Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(b)(iv), the Borrowers prepay Borrowings, prior to or contemporaneously with the consummation of such Swap Liquidation to the extent that such prepayment would have been required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for 3.04(c)(i) after giving effect to such automatic redetermination of the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresBorrowing Base.”

Swap Agreements. The (a) Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary be a party to, or enter into into, any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75the Borrower’s projected monthly production (based on the Borrower’s reasonable business judgment and consistent application of petroleum engineering methodologies for estimating Proved Developed Producing Reserves) for the immediately following twelve (12) month period (provided, however, such projection shall not be more than 115% of the Proved Developed Producing Reserves forecast for the same twelve (12) month period derived from the most recent Reserve Report delivered to the Administrative Agent using the then strip pricing) or more than the reasonably anticipated projected production from Proved Developed Producing Reserves from the most recent Reserve Report or quarterly update thereof prepared by the Borrower in the ordinary course of business for each month during the period during beyond twelve (12) months, but not to exceed in any event a tenor greater than five (5) years, and (C) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is in effect executed, calculated separately for each of crude oil and natural gas, calculated separately; and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7590% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and . Notwithstanding anything to the contrary in clause (ci)(B) Swap Agreements required under Section 7.01(r). In no event above, the Proved Developed Producing Reserves projection that must be used in determining the maximum allowable hedging shall any Swap Agreement contain any requirement, agreement or covenant for be based on the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresthen strip pricing.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties (such projections to be adjusted as follows: (A) Oil and Gas Properties evaluated in the most recently delivered Reserve Report shall reflect the actual historical decline profile of such Oil and Gas Properties and (B) Oil and Gas Properties not evaluated in the most recently delivered Reserve Report shall reflect a reasonable decline profile based upon actual historical decline profiles of similar or analogous Oil and Gas Properties) for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; separately and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(d).

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and Counterparty, (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for the remainder of the calendar year plus the next two full calendar years succeeding the execution of such Swap Second Lien Bridge Loan Agreement - 61 Agreement and 70% of the reasonably anticipated projected production from Proved Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for each month thereafter, and (iii) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural gas, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. Notwithstanding anything to the contrary in this Section 9.18, there shall be no prohibition against the Borrower entering into any “put” contracts or commodity price floors so long as such agreements are entered into for non-speculative purposes and in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices.

Swap Agreements. The Borrower Borrowers will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (as shown in the Borrowers' most recent Reserve Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Borrowers' Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from floating to fixed) do 63 not exceed 75% of the then outstanding principal amount of the Borrower's Borrowers' Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r)6.01(q) or as provided in the Swap Agreements listed on Schedule 7.21. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Borrowers or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures, except to the extent permitted by Section 9.03(d).

Swap Agreements. The Borrower It will not, and will not ---------------- permit any Subsidiary of its Subsidiaries to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedexecuted and for the period of 18 months thereafter, 75100% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during such period, for each month from the period nineteenth month through the thirty-sixth month during which such Swap Agreement is in effect for each effect, 85% of crude oil the reasonably anticipated projected production from proved, developed, producing Oil and natural gasGas Properties and no such Swap Agreement shall have a tenor longer than 36 months, calculated separately; and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Parent and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Parent’s and its Subsidiaries’ Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Parent and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Parent’s and its Subsidiaries’ Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower it or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Subsidiary of its Restricted Subsidiaries to, enter into or maintain any Swap Agreement, except the Existing Swap Agreements, and Swap Agreements entered into in the ordinary course of business with any Person other than Approved Counterparties and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure, and (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Credit Party; provided that such Swap Agreements in respect of commodities (iat the time each transaction under such Swap Agreement is entered into) with an Approved Counterparty and (ii) would not cause the aggregate notional volumes for which (when aggregated with other commodity of Hydrocarbons under all Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other (including the Existing Swap Agreements) to exceed (i) at any time, ninety percent (90%) of the "forecasted production from total proved reserves" (as defined below) of the Borrower and the Restricted Subsidiaries for each month of the first three years of the forthcoming five year period and (ii) at any time, eighty percent (80%) of the forecasted production from total proved reserves of the Borrower and the Restricted Subsidiaries for each month of the fourth and fifth years of the forthcoming five year period. As used in this Section, "forecasted production from total proved reserves" means the forecasted production of Crude Oil and Natural Gas as reflected in the most recent Reserve Report delivered to the Administrative Agent pursuant to Section 6.01, after giving effect to any pro forma adjustments for the consummation of any acquisitions or dispositions since the effective date of such Reserve Report. Once the Borrower or any Restricted Subsidiaries enters into a Swap Agreement or any hedge transaction pursuant to any Swap Agreement, the terms and conditions of such Swap Agreement and such hedge transaction may not be amended or modified, nor may such Swap Agreement or hedge transaction be cancelled without the prior written consent of Majority Lenders. Each Credit Party and each Lender agrees and acknowledges that (i) the Existing Swap Agreements are not in excess ofSwap Agreements permitted under this Section 7.05, (ii) as of the date such Effective Date, the counterparty to each Existing Swap Agreement is executeda Lender Counterparty, 75% and (iii) the obligations of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during Credit Parties under the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Existing Swap Agreements are included in respect of interest rates with an Approved Counterpartythe defined term "Obligations" and such obligations are entitled to the benefits of, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floatingand are secured by the Liens granted under, the Security Instruments. [Notwithstanding the foregoing, in the event the actual volume of Hydrocarbon production of the Borrower and its Restricted Subsidiaries in any month is materially less than the aggregate notional amounts volume of which (when aggregated with Hydrocarbons under all other Swap Agreements of the Borrower and its Restricted Subsidiaries then for such month, the Borrower shall, in effect effectively converting interest rates from fixed to floating) do not exceed 50% good faith and based on the exercise of the then outstanding principal amount its reasonable business judgment, terminate, assign or unwind a portion of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) such Swap Agreements effectively converting interest rates from floating sufficient to fixed, reduce the notional amounts likelihood that the actual volume of which (when aggregated with all other Swap Agreements Hydrocarbon production of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% any future month will be less than the notional volume of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations Hydrocarbon under such Swap Agreement or to cover market exposuresAgreements for such month.]

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and Counterparty, (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , on a rolling twelve (12) month period and 85% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, on a rolling thirteen (13) to sixty (60) month period, and (iii) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural gas, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower Borrowers will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (as shown in the Borrowers' most recent Reserve Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Borrowers' Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Borrowers' Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r)6.01(n) or as provided in the Swap Agreements listed on Schedule 7.21. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Borrowers or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures, except to the extent permitted by Section 9.03(d).

Swap Agreements. The Borrower No Loan Party will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreementseffect) are do not in excess ofexceed, (A) from and as of the date such Swap Agreement is executedexecuted and continuing through the third anniversary thereof, 100% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties based on the most recently delivered Reserve Report for each month during such period during which such Swap Agreement is in effect and (B) for the period from the third anniversary of the date such Swap Agreement was executed through the fifth anniversary thereof, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties based on the most recently delivered Reserve Report for each month during the such period during which such Swap Agreement is in effect for each of crude oil effect, provided that the restrictions in (i) and natural gas(ii) shall not apply to floor or put arrangements setting a minimum commodity price, calculated separately; (b) Swap Agreements effectively converting interest rates from floating to fixed (i) with an Approved Counterparty and (ii) the notional amounts of which (when aggregated with other interest rate Swap Agreements then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of principal amount of the Borrower’s floating rate Debt in respect of interest rates with an Approved Counterpartyborrowed money, as follows: (ic) Swap Agreements effectively converting interest rates from fixed to floating, floating (i) with an Approved Counterparty and (ii) the notional amounts of which (when aggregated with all other interest rate Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50100% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a ’s fixed rate Debt in respect of borrowed money, and (d) Swap Agreements in respect of currencies (i) with an Approved Counterparty and (ii) Swap Agreements effectively converting interest rates from floating such transactions are to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower hedge actual or expected fluctuations in currencies and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do are not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)speculative purposes. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than usual and customary requirements to deliver letters of credit or post cash collateral. If, between Scheduled Redeterminations, any Loan Party assigns, terminates, or unwinds any Swap Agreements which have, individually or in the aggregate, a value in the then effective Borrowing Base (as determined by the Administrative Agent) equal to more than five percent (5%) of the then effective Borrowing Base, the Borrowing Base shall be reduced, effective immediately, by an amount equal to the value, if any, assigned the liquidated portion of such Swap Agreements.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% (A) for each of calendar years 2011, 2012 and 2013, 80%, and (B) for each of calendar years 2014 and 2015, 50%, of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of (1) crude oil and natural gas liquids, calculated on a combined basis, and (2) natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Subsidiary of its Restricted Subsidiaries to, enter into or maintain any Swap Agreement, except the Existing Swap Agreements, and Swap Agreements entered into in the ordinary course of business with any Person other than Approved Counterparties and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure, and (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Credit Party; provided that such Swap Agreements in respect (at the time each transaction under such Swap Agreement is entered into) would not cause the aggregate notional amount of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Hydrocarbons under all Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other (including the Existing Swap Agreements) are not in excess of, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: to exceed at any time (i) Swap Agreements effectively converting interest rates eighty percent (80%) of the “forecasted production from fixed to floating, the notional amounts of which total proved reserves” (when aggregated with all other Swap Agreements as defined below) of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% for each of the then outstanding principal amount first two years of the Borrower's Debt for borrowed money which bears interest at a fixed rate forthcoming five year period and (ii) Swap Agreements effectively converting interest rates seventy percent (70%) of the forecasted production from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements total proved reserves of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% for each of the then outstanding principal amount third, fourth and fifth years of the Borrower's Debt forthcoming five year period. As used in this Section, “forecasted production from total proved reserves” means the forecasted production of Crude Oil and Natural Gas as reflected in the most recent Reserve Report delivered to the Administrative Agent pursuant to Section 6.01, after giving effect to any pro forma adjustments for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)the consummation of any acquisitions or dispositions since the effective date of such Reserve Report. In no event shall any Swap Agreement contain any requirement, agreement or covenant for Once the Borrower or any Subsidiary Restricted Subsidiaries enters into a Swap Agreement or any hedge transaction pursuant to post collateral any Swap Agreement, the terms and conditions of such Swap Agreement and such hedge transaction may not be amended or margin to secure their obligations under modified, nor may such Swap Agreement or hedge transaction be sold, assigned, transferred, cancelled or otherwise disposed of without the prior written consent of Majority Lenders. Each Credit Party and each Lender agrees and acknowledges that (i) the Existing Swap Agreements are Swap Agreements permitted under this Section 7.05, (ii) as of the Effective Date, the counterparty to cover market exposureseach Existing Swap Agreement is a Lender Counterparty, and (iii) the obligations of the Credit Parties under the Existing Swap Agreements are included in the defined term “Obligations” and such obligations are entitled to the benefits of, and are secured by the Liens granted under, the Security Instruments.

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Subsidiary of its Restricted Subsidiaries to, enter into or maintain any Swap Agreement, except the Existing Swap Agreements, and Swap Agreements entered into in the ordinary course of business with any Person other than Approved Counterparties and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure, and (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Credit Party; provided that such Swap Agreements in respect (at the time each transaction under such Swap Agreement is entered into) would not cause the aggregate notional amount of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Hydrocarbons under all Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other (including the Existing Swap Agreements) are not in excess of, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: to exceed at any time (i) Swap Agreements effectively converting interest rates ninety percent (90%) of the “forecasted production from fixed to floating, the notional amounts of which proved producing reserves” (when aggregated with all other Swap Agreements as defined below) of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% for each of the then outstanding principal amount first two years of the Borrower's Debt for borrowed money which bears interest at a fixed rate forthcoming five year period and (ii) Swap Agreements effectively converting interest rates eighty percent (80%) of the forecasted production from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements proved producing reserves of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% for each of the then outstanding principal amount third, fourth and fifth years of the Borrower's Debt forthcoming five year period. As used in this Section, “forecasted production from proved producing reserves” means the forecasted production of Crude Oil and Natural Gas as reflected in the most recent Reserve Report delivered to the Administrative Agent pursuant to Section 6.01, after giving effect to any pro forma adjustments for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)the consummation of any acquisitions or dispositions since the effective date of such Reserve Report. In no event shall any Swap Agreement contain any requirement, agreement or covenant for Once the Borrower or any Subsidiary Restricted Subsidiaries enters into a Swap Agreement or any hedge transaction pursuant to post collateral any Swap Agreement, the terms and conditions of such Swap Agreement and such hedge transaction may not be amended or margin to secure their obligations under modified, nor may such Swap Agreement or hedge transaction be cancelled without the prior written consent of Required Lenders. Each Credit Party and each Lender agrees and acknowledges that (i) the Existing Swap Agreements are Swap Agreements permitted under this Section 7.05, (ii) as of the Effective Date, the counterparty to cover market exposureseach Existing Swap Agreement is a Lender Counterparty, and (iii) the obligations of the Credit Parties under the Existing Swap Agreements are included in the defined term “Obligations” and such obligations are entitled to the benefits of, and are secured by the Liens granted under, the Security Instruments.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(a) and Section 9.03(f).

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) commodities, the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided, that such Swap Agreements in respect of commodities shall be permitted for a period not to exceed three (3) calendar years from the date upon which the Minimum Production Requirements have been met, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production (as shown in the Borrower's most recent Reserve Report) from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r6.01(q). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Subsidiary of its Restricted Subsidiaries to, enter into or maintain any Swap Agreement, except the Existing Swap Agreements, and Swap Agreements entered into in the ordinary course of business with any Person other than Approved Counterparties and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure, and (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Credit Party; provided that such Swap Agreements in respect of commodities (at the time each transaction under such Swap Agreement is entered into) would (i) with an Approved Counterparty and (ii) not cause the aggregate notional volumes for which (when aggregated with other commodity amount of Hydrocarbons under all Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other (including the Existing Swap Agreements) are not in excess of, as to exceed at any time (1) ninety percent (90%) of the date such Swap Agreement is executed, 75% forecasted production from proved developed producing reserves of the reasonably anticipated projected Borrower and the Restricted Subsidiaries for the first three years of the forthcoming five year period and (2) eighty percent (80%) of the forecasted production from Proved Developed Producing Reserves proved producing reserves of the Borrower and the Restricted Subsidiaries for each month during the period during which such fourth and fifth years of the forthcoming five year period, and (ii) with respect to interest rates, not cause all Swap Agreement is Agreements then in effect for each (including the Existing Swap Agreements) to exceed eighty percent (80%) of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements aggregate funded Indebtedness of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed projected to floating) do not exceed 50% of be outstanding for the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)forthcoming three year period. In no event shall any Swap Agreement contain any requirement, agreement or covenant for Once the Borrower or any Subsidiary Restricted Subsidiaries enters into a Swap Agreement or any hedge transaction pursuant to post collateral or margin to secure their obligations under any Swap Agreement, the terms and conditions of such Swap Agreement and such hedge transaction may not be materially amended modified or cancelled unless the Borrower or such Restricted Subsidiary, as the case may be, provides written notice thereof to cover market exposuresthe Administrative Agent within three (3) Business Days after such amendment, modification or cancellation. Each Credit Party agrees and acknowledges that (A) the Existing Swap Agreements are Swap Agreements permitted under this Section 7.05 and (B) as of the Effective Date, the counterparty to each Existing Swap Agreement is a Lender Counterparty. Each Credit Party and each Lender agrees and acknowledges that the obligations of the Credit Parties under the Existing Swap Agreements are included in the defined term “Obligations” and such obligations are entitled to the benefits of, and are secured by the Liens granted under, the Security Instruments.

Swap Agreements. The Borrower Parent will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements entered into by the Parent or the Borrower in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties of the Parent and the Subsidiaries for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements entered into by the Parent or the Borrower in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Parent and the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Parent’s or Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements entered into by the Parent or the Borrower effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Parent and the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Parent’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Parent or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and neither the Parent nor the Borrower will enter into any Swap Agreement unless concurrently therewith, the Parent or the Borrower (as applicable) shall have delivered to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such counterparty shall (i) consent to the grant of Liens in all of the Parent’s or the Borrower’s right, title and interest in and to such Swap Agreement to secure the Indebtedness and (ii) agree to make all payments under such Swap Agreement to the Collection Account.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75for (A) natural gas, 85% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect and (B) crude oil, 90% of the reasonably anticipated projected production from proved Oil and Gas Properties for each month during the period commencing on such date and ending on the date twelve months thereafter, and for each month during any period after such twelve-month period, 85% of the reasonably anticipated projected production from proved Oil and Gas Properties for each month during such period, provided, however, that for purposes of this Section 9.19(a), put options and price floors for crude oil and natural gasgas shall be disregarded, calculated separately; and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by Section 9.03(a) and Section 9.03(f).

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary other Group Member to, enter into any Swap Agreements with any Person other than than: (ai) Swap Agreements with an Approved Counterparty in respect of commodities (i) with an Approved Counterparty and (ii) entered into not for speculative purposes the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% entered into: eighty-five percent (85%) of the reasonably anticipated projected production from Proved Developed Producing Reserves proved developed producing reserves from Oil and Gas Properties (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) for each month during the such period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, calculated separately; provided, that (bA) put option contracts or floors that are not related to corresponding calls, collars or swaps shall not be included in calculating such percentage threshold and (B) such Swap Agreements shall not, in any case, have a tenor of greater than four (4) years. It is understood that Swap Agreements in respect of commodities which may, from time to time, “hedge” the same volumes, but different elements of commodity risk thereof, shall not be aggregated together when calculating the foregoing limitations on notional volumes; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and all Loans. (cb) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary Group Member to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.exposures (other than under the Security Instruments); (c) Swap Agreements shall only be entered into in the ordinary course of business (and not for speculative purposes); (d) No Swap Agreement in respect of commodities shall be terminated, unwound, cancelled or otherwise disposed of except to the extent permitted by Section 9.11; and (e) If, after the end of any calendar month, the aggregate volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month (other than puts, floors, and basis differential swaps on volumes hedged by other Swap Agreements) exceeded 100% of actual production of crude oil, natural gas and natural gas liquids, calculated separately, in such calendar month, then, to the extent necessary, the Borrower shall terminate, create off-setting positions, allocate volumes to other production the Borrower or any Subsidiary is marketing, or otherwise 94 007870-0083-15888-Active.27383864

Swap Agreements. The Borrower will not, and nor will not ---------------- the Borrower permit any Subsidiary of its Restricted Subsidiaries or any Sponsored Partnership to, enter into any Swap Agreement, except Swap Agreements with any Person other than entered into in the ordinary course of business and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower, any Restricted Subsidiary or any Sponsored Partnership has actual exposure (whether or not treated as a hedge for accounting purposes under GAAP); provided that such Swap Agreements in respect (at the time each transaction under such Swap Agreement is entered into) would not cause the aggregate notional amount per month for each of commodities (i) with an Approved Counterparty Crude Oil and (ii) the notional volumes for which (when aggregated with other commodity Natural Gas, calculated separately, under all Swap Agreements then in effect (other than basis differential swaps on volumes already hedged pursuant any such transaction that is a hedge by means of a price “floor” for which there exists no deferred obligation to pay the related premium or other Swap Agreementspurchase price or the only deferred obligation is to pay the financing for such premium or other purchase price) are not in excess of, as to exceed eighty (80%) of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected “forecasted production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; proved producing reserves” (bas defined below) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Restricted Subsidiaries then in effect (including the Attributed Interests) for any month during the forthcoming four year period; and (b) effectively converting cap, collar or exchange interest rates (from fixed to floatingfloating rates, from one floating rate to another floating rate or otherwise) do not exceed 50% with respect to any interest-bearing liability or investment of any Credit Party. As used in this Section 7.05, “forecasted production from proved producing reserves” means the then outstanding principal amount forecasted production of Crude Oil and Natural Gas as reflected in the Borrower's Debt most recent Reserve Report delivered to the Administrative Agent pursuant to Section 6.01, after giving effect to any pro forma adjustments for borrowed money which bears interest at a fixed rate the consummation of any acquisitions or dispositions since the effective date of such Reserve Report. Each Credit Party and each Lender agrees and acknowledges that (i) the Existing Swap Agreements are Swap Agreements permitted under this Section 7.05, (ii) as of the Effective Date, the counterparty to such Swap Agreements effectively converting interest rates from floating to fixedis a Lender Counterparty, and (iii) the notional amounts of which (when aggregated with all other Swap Agreements obligations of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) under such Swap Agreements required under Section 7.01(r)are included in the defined term “Obligations” and such obligations are entitled to the benefits of, and are secured by the Liens granted under, the Security Instruments. In no event shall any Swap Agreement contain any requirement, agreement or covenant for Once the Borrower or any Subsidiary to post collateral or margin to secure their obligations under Restricted Subsidiaries enter into a Swap Agreement, the terms and conditions of such Swap Agreement may not be amended or to cover market exposuresmodified, nor may such Swap Agreement be cancelled without the prior written consent of Required Lenders.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary other Loan Party to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved Oil and Gas Properties included in the most recent Reserve Report for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gas, gas liquids (which may be hedged with Swap Agreements for crude oil) each calculated separately; provided that Proved Developed Non-Producing Reserves and Proved Undeveloped Reserves, in the aggregate, do not account for greater than 25% of the total Proved Reserves, (b) Swap Agreements that would be permitted by clause (a) hereof pertaining to Oil and Gas Properties to be acquired pursuant to a Specified Acquisition; provided that Swap Agreements pursuant to this Section 9.18(b) must be Liquidated upon the earlier to occur of: (i) the date that is 90 days after the execution of the purchase and sale agreement relating to the Specified Acquisition to the extent that such Specified Acquisition has not been consummated by such date and (ii) the date on which any Loan Party knows with reasonable certainty that the Specified Acquisition will not be consummated, and (c) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Loan Parties then in effect effectively converting interest rates from fixed to floating) do not exceed 50100% of the then outstanding principal amount of the Borrower's Loan Parties’ Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Loan Parties’ Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary a Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures, except to the extent permitted under Section 9.03(e). Notwithstanding the foregoing, the Borrower will not, and will not permit any of the other Loan Parties to, incur or permit to exist any speculative Swap Agreements. Further, the Borrower will not, and will not permit any other Loan Party to, Liquidate any Swap Agreement in respect of commodities unless (x) if such Swap Liquidation would result in an automatic redetermination of the Oil and Gas Reserve Borrowing Base pursuant to Section 2.07(f), the Borrower delivers reasonable prior written notice thereof to the Administrative Agent, and (y) if a Borrowing Base Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Oil and Gas Reserve Borrowing Base pursuant to Section 2.07(f), the Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such Swap Liquidation to the extent that such prepayment would have been required under Section 3.04(c)(v) after giving effect to such automatic redetermination of the Oil and Gas Reserve Borrowing Base.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty Counterparty, (B) the tenor of which is not more than 60 months from the date such Swap Agreement is executed, and (iiC) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, calculated separately; , and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (iA) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding anticipated principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (iiB) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In Except as provided herein, in no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and such Swap Agreements shall not be for speculative purposes. Notwithstanding the foregoing, the Borrower and any Subsidiary may enter into Swap Agreements in respect of crude oil or natural gas that are puts or floors, provided that such puts and floors are independent and are not matched with a ceiling or call (i.e., costless collars or participating structures).

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) non-speculative Swap Agreements in respect of commodities (i) with an Approved Counterparty and Counterparty, (ii) that are either swaps or costless collars (and if costless collars, have terms acceptable to the Administrative Agent in its sole discretion), (iii) the maximum tenor of which is no longer than 36 months, (iv) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executedexecuted and as of the last day of each fiscal quarter, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves Reasonably Anticipated Projected Production for each month during the 36-calendar month period during which following such Swap Agreement is in effect date of determination, for each of crude oil oil, liquids and natural gas, calculated separatelyseparately and (v) in the case of Swap Agreements that are swaps, such Swap Agreements shall have prices for each month during the tenor thereof set at the Strip Price for such month determined at the time such Swap Agreement is entered into; and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed the greater of $20,000,000 and 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than collateral provided for in, and upon the terms and conditions set forth in, this Agreement and the relevant Security Instruments. No Credit Party shall Liquidate any Swap Agreement in respect of commodities if (A) after giving pro forma effect thereto, the Borrower would not be in compliance with Section 8.20 or Section 9.01 (and in connection with any such Liquidation, the Borrower shall deliver the certificate required by Section 8.01(w) demonstrating such pro forma compliance), or (B) the aggregate proceeds received by the Credit Parties in respect of such Liquidations in any 12-month period exceeds $2,000,000.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary other Loan Party to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and (iiB) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves the proved, developed producing Oil and Gas Properties, as listed on the most recently delivered Reserve Report pursuant to Section 2.07, of the Loan Parties for each of crude oil, liquids and natural gas, calculated separately, for each month during the period during which commencing on the month when such Swap Agreement is in effect for each of crude oil executed and natural gas, calculated separatelyending no later than 60 months later; and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, Counterparty as follows: (iA) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (iiB) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and Counterparty, (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for the remainder of the calendar year plus the next two full calendar years succeeding the execution of such Swap Agreement and 70% of the reasonably anticipated projected production from Proved Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for each month thereafter, and (iii) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural gas and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7590% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; . Notwithstanding anything to the contrary in this Section 9.18, there shall be no prohibition against the Borrower entering into any “put” contracts or commodity price floors so long as such agreements are entered into for non-speculative purposes and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant in the ordinary course of business for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposurespurpose of hedging against fluctuations of commodity prices.

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary of the Restricted Subsidiaries to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and Counterparty, (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves their Oil and Gas Properties which are classified as proved developed producing as of the date such Swap Agreement is entered into for each month during the period during which such Swap Agreement is in effect place for each of crude oil and natural gas, calculated separatelyseparately and determined by reference to the most recently delivered Reserve Report and (C) for a tenor of no more than 60 months after such Swap Agreement is entered into, provided that if such Swap Agreements exceed the greater of (1) the daily average of 100% of the actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties for the most recent month, and (2) the daily average of 100% of the actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties for the most recent week, in each case based on reports available to the Borrower at such time, and such condition (either (1) or (2)) lasts for a period of 90 days, the Borrower shall terminate, create off-setting positions, or otherwise unwind existing Swap Agreements within fifteen (15) days after the end of such month in which Swap Agreements exceed 100% of the actual production; and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements Counterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement (other than Secured Swap Agreements) contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement to which TERM LOAN AND SECURITY AGREEMENT the Borrower or any Subsidiary is a party contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves Reserves, for each of crude oil and natural gas for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under Section 7.01(r). 6.01(q) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than collateral provided for in, and upon the terms and conditions set forth in, this Agreement and the relevant Security Instruments.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person until such time as the Borrower has a minimum of twenty xxxxx online each producing at rates equal to or greater than the projections contained within the Initial Reserve Report for a period of no less than thirty (30) days (the “Minimum Production Requirements”), other than put options and price floors on up to 100% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties. After the Borrower has met the Minimum Production Requirements, the Borrower will not, and will not permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) commodities, the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided, that such Swap Agreements in respect of commodities shall be permitted for a period not to exceed three (3) calendar years from the date upon which the Minimum Production Requirements have been met, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75100% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for each of the next three succeeding calendar years and 85% of the reasonably anticipated projected production from Proved Developed Producing Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for each calendar year thereafter and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.. Section 9.19

Swap Agreements. The Borrower will notshall neither assign, and will not ---------------- permit any Subsidiary toterminate, enter into unwind nor sell any Swap Agreements with any Person other than (a) listed on Schedule 7.20. The Borrower shall not enter into Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) if the effect thereof would be to cause the notional volumes for which (when aggregated with other commodity of all Swap Agreements then and additional fixed price physical off take contracts, in effect other than basis differential swaps on volumes already hedged pursuant the aggregate, to other Swap Agreementsexceed (a) are not in excess of, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from the Borrower’s Proved Developed Producing Reserves for any month continuing through and including the date that is twenty-four (24) months following the effective date of each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; or (b) 50% of the reasonably anticipated projected production from the Borrower’s Proved Reserves for any month thereafter through and including the date that is forty-eight (48) months following the effective date of each such Swap Agreement (it being understood that any put contracts entered into for non-speculative purposes shall not count against the above limitations). The Borrower shall not enter into Swap Agreements in respect of converting interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts floating in excess of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's Debt debt for borrowed money which bears interest at a fixed rate and or (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts fixed in excess of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Debt debt for borrowed money which bears interest at a floating rate; and (c) . The Borrower shall not post any collateral to secure Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposureswith a non-Lender.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties, for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under with respect to which Debt is allowed pursuant to Section 7.01(r)9.01. In no event shall any Swap Agreement to which the Borrower or any Subsidiary is a party contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower Parent will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than puts, floors and basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75for all months other than July, August, September and October, 80% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties, excluding Main Pass 299 (and for the months of July, August, September and October, such Swap Agreements shall be in the form of puts and floors) for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: Counterparty which effectively convert interest rates from (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Parent and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Parent’s Debt for borrowed money which bears interest at a floating rate; rate and (cii) fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements required under Section 7.01(r)of the Parent and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 75% of the then outstanding principal amount of the Parent’s Debt for borrowed money which bears interest at a fixed rate. In Except for any Swap Agreement entered into with a Lender or an Affiliate of a Lender in connection herewith, in no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Parent or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and Counterparty, (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for the remainder of the calendar year plus the next two full calendar years succeeding the execution of such Swap Agreement and 70% of the reasonably anticipated projected production from Proved Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for each month thereafter, and (iii) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural gas, provided, that the foregoing shall not prevent the Borrower from entering into forward agreements in respect of commodity Swap Agreements in respect of future projected volumes from Oil and Gas Properties subject to the Dominion Production Payment, so long as the notional volumes under such forward agreements do not exceed the reasonably anticipated net monthly production for all calculation periods under such forward agreements, calculated separately for each of crude oil and natural gas, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7590% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; . Notwithstanding anything to the contrary in this Section 9.18, there shall be no prohibition against the Borrower entering into any “put” contracts or commodity price floors so long as such agreements are entered into for non-speculative purposes and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant in the ordinary course of business for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposurespurpose of hedging against fluctuations of commodity prices.

Swap Agreements. The Neither Borrower will notwill, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for terms not extending beyond November 15, 2010, (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower Borrowers and its their Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Borrowers' Debt for borrowed money which bears interest at a floating rate; rate and (c) Swap Agreements required under Section 7.01(r)listed on Schedule 7.21 hereto. In no event shall any 57 Swap Agreement contain any requirement, agreement or covenant for the any Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures except to the extent permitted by the Senior Revolving Credit Agreement.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) i. Swap Agreements in respect of commodities (i) 1. with an Approved Counterparty and (ii) 2. the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are not in excess of, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) and ii. Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) 1. Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5065% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) 2. Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In Other than as to a counterparty that is a Lender or an Affiliate of any of the Lenders, no event shall any Swap Agreement shall contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary of its Subsidiaries to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In Other than the Existing Shell Xxxxxx, in no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are not in excess of, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5065% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r7.01(s). In Other than as to a counterparty that is a Lender or an Affiliate of any of the Lenders, no event shall any Swap Agreement shall contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The None of the Parent, the Borrower will not, and will not ---------------- permit or any Subsidiary to, will enter into any Swap Agreements with any Person other than Swap Agreements (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production of Hydrocarbons from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas and natural gas liquids, calculated separately, for a rolling 5-year period based on projections from the most recent Reserve Report plus any re-characterization of reserves to Proved Developed Producing Properties since the date of the most recent Reserve Report; provided however that, the Borrower or any of its Subsidiaries may hedge such natural gas liquids with crude oil or natural gas xxxxxx, or a combination of crude oil and natural gas xxxxxx (measured by british thermal unit equivalence) and provided further that, if Proved Developed Producing Properties include any natural gas production for which the sales price of such production is based upon formula or actual volumes for residue gas and natural gas liquids after processing of such natural gas, calculated separately; the Borrower or any of its Subsidiaries may hedge such natural gas volumes with a combination of crude oil, natural gas and natural gas liquid xxxxxx (measured by british thermal unit equivalence) as reasonably determined by the Borrower and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional principal amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin (other than cash or cash equivalents not to exceed an aggregate amount of $2,000,000, and any letters of credit providing credit support for such Swap Agreement) to secure their obligations under such Swap Agreement or to cover market exposures, except for contingent obligations, if any, to post collateral or margin in connection with Swap Agreements with any Lender or an Affiliate of a Lender, in the event that the Borrower’s or such Subsidiary’s obligations under such Swap Agreement is no longer secured by the collateral provided under the Loan Documents.

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and Counterparty, (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for each of the next twenty-four (24) months succeeding the execution of such Swap Agreement (or for each month through and including December, 2007, if such Swap Agreement was executed prior to the First Amendment) and 70% of the reasonably anticipated projected production from Proved Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for each month thereafter, and (iii) the notional volumes for which, beginning July 1, 2005, do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural gas, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures."

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) commodities, the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided, that such Swap Agreements in respect of commodities shall be permitted for a period not to exceed five (5) calendar years from the date upon which the minimum production requirements have been met, (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (c) Swap Agreements required under described in Section 7.01(r6.01(o). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower Parent will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements entered into by the Parent or the Borrower in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties of the Parent and the Subsidiaries for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements entered into by the Parent or the Borrower in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Parent and the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Parent’s or Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements entered into by the Parent or the Borrower effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Parent and the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Borrower's Parent’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(rin respect of foreign exchange and currency option transactions with an Approved Counterparty providing for (1) the purchase by the Borrower or any Guarantor of an agreed amount of Colombian Pesos in exchange for the sale by the Borrower or such Guarantor of an agreed amount of US Dollars (or entitling the Borrower or such Guarantor to purchase at a strike price a specified quantity of Colombian Pesos and to sell at the strike price a specified quantity of US Dollars) and (2) the purchase by the Borrower or any Guarantor of an agreed amount of US Dollars in exchange for the sale by the Borrower or such Guarantor of an agreed amount of Colombian Pesos (or entitling the Borrower or such Guarantor to purchase at a strike price a specified quantity of US Dollars and to sell at the strike price a specified quantity of Colombian Pesos), in each case, to provide protection against fluctuations in currency values for the purpose of making Tax payments by or on behalf of itself or any Subsidiary in Colombia; provided that all such Swap Agreements shall be entered into in the ordinary course of business and consistent with prudent business practice and not for speculative purposes. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower Parent or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and neither the Parent nor the Borrower will enter into any Swap Agreement unless concurrently therewith, the Parent or the Borrower (as applicable) shall have delivered to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such counterparty shall (i) consent to the grant of Liens in all of the Parent’s or the Borrower’s right, title and interest in and to such Swap Agreement to secure the Indebtedness and (ii) agree to make all payments under such Swap Agreement to the Collection Account.

Swap Agreements. (a) The Parent and the Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty and (iiB) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75(I) from such execution date continuing through and including last day of the immediately succeeding calendar year (the “First Measurement Period”), 100% of Current Production for each month during such period , and (II) following the end of the First Measurement Period, 80% of Current Production for each month during such period, provided, that the Borrower may purchase puts and floors the notional volumes for which exceed the foregoing percentage limitation (but which do not exceed 100% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil proved developed producing Oil and natural gas, calculated separately; Gas Properties) and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements Counterparty which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7580% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and in no event shall any Swap Agreements have a term beyond 48 months from the date of execution thereof.

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and Counterparty, (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7590% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , on a rolling twelve (12) month period and 85% of the reasonably anticipated projected production from Proved Developed Producing Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, on a rolling thirteen (13) to sixty (60) month period, and (iii) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural gas, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which 36 months following the date such Swap Agreement is in effect entered into, and 75% thereafter, for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed the greater of $20,000,000 and 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , and (ciii) Swap Agreements required under Section 7.01(r)6.01(p) and Section 8.16. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than collateral provided for in, and upon the terms and conditions set forth in, this Agreement and the relevant Security Instruments.