Common use of Swap Agreements Clause in Contracts

Swap Agreements. (a) The Borrower will not, nor will it permit any other Credit Party to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for a term of not more than sixty months and 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower Obligors will not, nor and will it not permit any other Credit Party of the Restricted Subsidiaries to, enter into (or, in the case of Section 9.16(a)(ii) below, permit to exist) any Swap Agreements with any Person other thanPerson, except: (i) Swap Agreements in respect of oil and gas commodities (x) with an Approved Counterparty fixing a price for a term of not more than sixty months and (y) the notional volumes for which (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid or swaps covering (A) basis differential swaps or (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed executed, (AI) for any each calendar month during in the first two years remainder of the forthcoming five then current calendar year periodand for the period of four calendar years thereafter, the greater of (1) one hundred percent (100%) 80% of the reasonably anticipated projected production (from the proved Oil and Gas Properties constituting PDP Reserves (as reflected based upon the Borrower’s internal projections) for each such month during which such Swap Agreement is in the most recently delivered Reserve Report) effect, for each of crude oil, oil and natural gas, and natural gas liquids calculated separately separately, and (2II) eighty-five percent (85%) for each calendar month thereafter, 70% of the reasonably anticipated projected production (from the proved Oil and Gas Properties constituting Proved Reserves (as reflected based upon the Borrower’s internal projections) for each such month during the period during which such Swap Agreement is in the most recently delivered Reserve Report) effect, for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Obligors or their respective Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) at any time 100% of the then outstanding principal amount of the Borrower’s Debt for borrowed money.money which bears interest at a floating rate. CREDIT AGREEMENT (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of at any calendar monthtime, the Borrower determines that the aggregate notional volume amounts of all Swap Agreements in respect of commodities interest rates exceed 100% of the then outstanding principal amount of the Borrower’s Debt for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar monthborrowed money which bears interest at a floating rate, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))shall, within thirty (30) days after of such requestdetermination, terminate, create off-setting positions, positions or otherwise unwind or monetize existing Swap Agreements in order to comply with this Section 9.16. (c) Notwithstanding anything to the contrary in this Section 9.16, there shall be no prohibition against the Borrower or any Restricted Subsidiary entering into any “put” contracts or commodity price floors with an Approved Counterparty so long as (i) such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) agreements are entered into for non-speculative purposes and in the ordinary course of reasonably anticipated projected production business for the then-current purpose of hedging against fluctuations of commodity prices, (ii) such agreements are not related to corresponding calls, collars or swaps and (iii) neither the Borrower nor any succeeding calendar monthsRestricted Subsidiary has any payment obligation other than premiums and charges the total amount of which are fixed and known at the time such agreement is entered into.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: (i) Subject to clause (b) of this Section 9.18, Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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 AgreementsAgreements and put contracts) do not exceed, for the 60-month period as of the date such Swap Agreement is executed entered into (and for each month during the such period), 85% of the reasonably anticipated production from the Borrower and the Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as set forth in the most recent Reserve Report delivered pursuant to the terms of this Agreement) of crude oil, natural gas and natural gas liquids, calculated separately; provided, however, that such Swap Agreements shall not, in any case, have a tenor of longer than 60 months; (ii) Swap Agreements that would be permitted by clause (i) hereof pertaining to Oil and Gas Properties to be acquired pursuant to a Specified Acquisition; provided that (A) for any month during Swap Agreements pursuant to this Section 9.18(a)(ii) must be liquidated, terminated or otherwise monetized upon the first two years earlier to occur of: (I) the date that is ninety (90) days after the execution of the forthcoming five year periodpurchase 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 greater of date that any Credit Party knows with reasonable certainty that the Specified Acquisition will not be consummated, (1B) one hundred percent (100%) of the aggregate notional volumes hedged with respect to the reasonably anticipated projected production from Oil and Gas Properties to be acquired in such Specified Acquisition shall not exceed 15% of the Borrower’s and its Restricted Subsidiaries’ reasonably anticipated projected production from Oil and Gas Properties constituting PDP Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of from crude oil, natural gas, gas and natural gas liquids liquids, calculated separately separately, as set forth in the most recent Reserve Report delivered pursuant to the terms of this Agreement for the period not exceeding twenty-four (24) months (without giving effect to any such pending Specified Acquisitions) and (2C) eighty-five percent (the aggregate notional volumes hedged with respect to the reasonably anticipated projected production from Oil and Gas Properties to be acquired in such Specified Acquisition shall not exceed 85%) % of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of from crude oil, natural gas, gas and natural gas liquids liquids, calculated separately, and (B) for any month during the last three years of the forthcoming five year periodto be acquired in such Specified Acquisition, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected set forth in the most recently reserve report delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements connection with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire Specified Acquisition; provided further, that such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect pursuant to production that was to be acquired thereunderthis Section 9.18(a)(ii) shall not, in any case, have a tenor longer than twenty-four (24) months; and (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (A) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating and netted against all other Swap Agreements of the Borrower and the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Borrower and the Restricted Subsidiaries’ Debt for borrowed moneymoney which bears interest at a fixed rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt, and (B) 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 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 and the Restricted Subsidiaries’ Debt for borrowed money which bears interest at a floating rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, If the Borrower determines that the aggregate notional volume volumes of all Swap Agreements in respect of commodities for such a calendar month quarter (other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements and put contracts) exceeded one hundred percent (100%) % of actual production of Hydrocarbons in such calendar monthquarter for any of crude oil, natural gas or natural gas liquids, calculated separately, then the Borrower shall (i) shall promptly notify the Administrative Agent of such determination, determination and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))shall, within thirty (30) days after of such requestdetermination, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at after giving effect to such timeactions, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of such reasonably anticipated projected production for the then-current and any succeeding calendar monthsquarters. (c) In no event shall any Lien secure the Swap Agreements except pursuant to the Loan Documents, nor shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral, credit support (including in the form of letters of credit) or margin (other than, in each case, pursuant to the Security Instruments) to secure their obligations under such Swap Agreement or to cover market exposures, nor shall any Swap Agreement be secured by any collateral other than Collateral pursuant to the Loan Documents. (d) For purposes of entering into Swap Agreements under Section 9.18(a)(i) or Section 9.18(a)(ii) or determining required unwinds, terminations and transfers of Swap Agreements under Section 9.18(b), forecasts of reasonably anticipated production from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves as applicable, as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be deemed to be updated to account for any increase or decrease in production anticipated because of information obtained by the Borrower or any of its Restricted Subsidiaries and delivered to the Administrative Agent subsequent to the publication of such Reserve Report including (i) the Borrower’s or any of its Restricted Subsidiaries’ internal forecasts of production decline rates for existing w▇▇▇▇, (ii) additions to or deletions from anticipated future production from new w▇▇▇▇, (iii) completed dispositions, (iv) completed acquisitions, and (v) other production coming on stream or failing to come on stream; provided that any such supplemental information shall be (A) presented in the form of a summary of engineering cash flows prepared by or under the supervision of the Internal Petroleum Engineer of the Borrower as a “roll forward” of the most recently delivered Reserve Report presented on a comparison basis and substantially in the form of the summary of engineering cash flows delivered to the Administrative Agent prior to the Effective Date (or such other form that is acceptable to the Administrative Agent), (B) presented on a net basis (i.e., it shall take into account both increases and decreases in anticipated production subsequent to publication of the most recent Reserve Report) and (C) accompanied by a certificate of a Responsible Officer of the Borrower certifying as to the content thereof (which certificate shall be in form and substance reasonably acceptable to the Administrative Agent). (e) It is understood that Swap Agreements in respect of commodities permitted under Section 9.18(a)(i), Section 9.18(a)(ii) and Section 9.18(b) which may, from time to time, “hedge” the same volumes, but different elements of commodity risk thereof (such as, for example, basis risk and price risk), shall not be aggregated together when calculating the limitations on notional volumes contained in Section 9.18(a)(i), Section 9.18(a)(ii) and Section 9.18(b).

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: (i) Subject to clause (b) of this Section 9.18, Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid puts, floors, or basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed entered into, the greater of: (A) for any each month during the first two years of the forthcoming five year periodperiod during which such Swap Agreement is in effect, the greater of (1) one hundred percent (100%) 80% of the reasonably anticipated production of crude oil, natural gas and natural gas liquids, calculated separately and, in each case, as such production is projected production from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Proved Developed Producing Reserves as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement; and (B) a percentage as reflected set forth in the most recently delivered Reserve Report) table below for each month during the applicable time periods of the reasonably anticipated production of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately and, in each case, as such production is projected from the Borrower’s and (2) eighty-five percent (85%) of the reasonably anticipated projected production from its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as reflected in set forth on the most recently recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement: Months 1 – 12 85 % Months 13 – 24 80 % Months 25 – 36 75 % Months 37 – 48 70 % Months 49 – 60 65 % ; provided, however, that (1) for each such Swap Agreements shall not, in any case, have a tenor of greater than five (5) years and (2) notwithstanding anything to the contrary contained in this Agreement, during the Specified Period, the percentage limitations set forth in clauses (A) and (B) above shall be deemed to be percentages of the reasonably anticipated production of crude oil, natural gas, gas and natural gas liquids liquids, calculated separatelyseparately and, and (B) for any month during the last three years in each case, as such production is projected by a Financial Officer of the forthcoming five year period, Borrower from the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided Properties. It is understood that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with in respect of commodities which may, from time to (x) such updated projected production and subject to time, “hedge” the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties same volumes, but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more different elements of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions commodity risk thereof, within thirty (30) days of such required closing date, shall not be aggregated together when calculating the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; andforegoing limitations on notional volumes. (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (A) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Credit Parties’ Debt for borrowed moneymoney which bears interest at a fixed rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt, and (B) 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 Credit Parties’ Debt for borrowed money which bears interest at a floating rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar monthquarter, commencing with calendar quarter ending March 31, 2014, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month quarter (other than puts, floors or basis differential swaps on volumes hedged pursuant to other Swap Agreements) exceeded one hundred percent (100%) % of actual production of Hydrocarbons in such calendar monthquarter, then the Borrower shall (i) shall promptly notify the Administrative Agent of such determination, determination and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))shall, within thirty 30 days of such determination, terminate (30) days after only to the extent such request, terminateterminations are permitted pursuant to Section 9.12), create off-setting positions, allocate volumes to other production for which the Borrower or its Restricted Subsidiaries is marketing, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.12) existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production for the then-current and any succeeding calendar monthsquarters. (c) 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 (other than pursuant to the Security Instruments or as set forth on Schedule 7.20). (d) The Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Swap Agreement in respect of commodities without the prior written consent of the Required Lenders except to the extent such terminations are permitted pursuant to Section 9.12; provided that for purposes of this Section 9.18(d), a Swap Agreement (a “Replaced Swap Agreement”) shall not be deemed to have been terminated or monetized if, upon its termination, it is replaced, without cash payments to any Credit Party in connection therewith, in a substantially contemporaneous transaction, with one or more Swap Agreements that cover all of the notional volumes hedged pursuant to such Replaced Swap Agreement on pricing and other economic terms at least as favorable to the Credit Parties as those contained in such replaced Swap Agreement. (e) For purposes of entering into or maintaining Swap Agreement trades or transactions under Section 9.18(a)(i) and Section 9.18(b), respectively, forecasts of reasonably anticipated production from the Borrower’s and its Restricted Subsidiaries’ Proved Reserves and Proved Developed Producing Reserves as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease therein anticipated because of information obtained by the Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including the Borrower’s or any of its Restricted Subsidiaries’ internal forecasts of production decline rates for existing ▇▇▇▇▇ and additions to or deletions from anticipated future production from new ▇▇▇▇▇ and completed acquisitions coming on stream or failing to come on stream.

Swap Agreements. (a) The Borrower will not, nor will it the Borrower permit any other Credit Party of its Restricted Subsidiaries to, enter into any Swap Agreement, except Swap Agreements with any Person other thanpermitted under the Revolving Credit Agreement and Swap Agreements entered into in the ordinary course of business and not for speculative purposes to: (ia) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure (whether or not treated as a hedge for accounting purposes under GAAP); provided that at the time the Borrower or any Restricted Subsidiary enters into any such Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for Agreement, such Swap Agreement (x) does not have a term of not more greater than sixty (60) months from the date such Swap Agreement is entered into, and the notional volumes for which (y) when aggregated with all other commodity Swap Agreements then in effect would not cause the aggregate notional volume per month for each of Crude Oil and Natural Gas, calculated separately, under all Swap Agreements then in effect (other than put or floor options as Excluded ▇▇▇▇▇▇) to which an upfront premium has been paid or basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed executed, (A) for any month during the first two three years of the forthcoming five year period, the greater of (1) one hundred eighty percent (10080%) of the reasonably anticipated projected “forecasted production from Oil and Gas Properties constituting PDP Reserves total proved reserves” (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%defined below) of the reasonably anticipated projected production from Oil Borrower and Gas Properties constituting Proved Reserves (the Restricted Subsidiaries, taken as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separatelya whole, and (B) for any month during the last three two years of the forthcoming five year period, the greater of (1) eighty-five eighty percent (8580%) of the reasonably anticipated projected “forecasted production from proved producing reserves” of the Borrower and the Restricted Subsidiaries, taken as a whole; 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 the Borrower or any Restricted Subsidiary. As used in this Section 7.07, “forecasted production from proved producing reserves” and “forecasted production from total proved reserves” means the forecasted production from proved producing reserves or total proved reserves, as the case may be, of each of Crude Oil and Natural Gas Properties constituting PDP Reserves (as reflected in the most recently recent Reserve Report delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving effect to any pro forma effect to such subject acquisition and (II) if such subject acquisition does not close adjustments for the consummation of any reason on Acquisitions or Dispositions since the effective date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed moneyReserve Report. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor will it permit any other Credit Party to, shall enter into any Swap Agreements with any Person other than: (i) and maintain Swap Agreements in respect of commodities accordance with an the Borrower’s Swap Policy, with Approved Counterparty fixing a price for a term of not more than sixty months and Counterparties, the notional volumes for which (when aggregated and netted 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) do not exceed), as of the date such Swap Agreement is executed executed, of not less than (Ai) for any month during on the first two years Effective Date, 75% of the forthcoming five year period, Reasonably Anticipated Projected Production from the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (with Proved Developed Producing Reserves, as reflected in listed on the most recently delivered Reserve Report) , of the Loan Parties for each of crude oil, liquids and natural gas, calculated separately or in the aggregate based upon the relative economic value of each of crude oil, liquids and natural gas liquids calculated separately and gas, including basis differentials, during the period commencing on the Effective Date through the 24th month thereafter (2with no individual month less than 70%), (ii) eighty-five percent within fifteen (85%15) days after the Effective Date, 50% of the reasonably anticipated projected production Reasonably Anticipated Projected Production from the Oil and Gas Properties constituting with Proved Reserves (Developed Producing Reserves, as reflected in listed on the most recently delivered Reserve Report) , of the Loan Parties for each of crude oil, liquids and natural gas, calculated separately or in the aggregate based upon the relative economic value of each of crude oil, liquids and natural gas liquids calculated separatelygas, including basis differentials, during the period commencing on the 25th month after the Effective Date through the 36th month after the Effective Date (with no individual month less than 45%), and (Biii) for any month during within fifteen (15) days after the last three years Effective Date, 35% of the forthcoming five year period, Reasonably Anticipated Projected Production from the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (with Proved Developed Producing Reserves, as reflected in listed on the most recently delivered Reserve Report) , of the Loan Parties for each of crude oil, liquids and natural gas, calculated separately or in the aggregate based upon the relative economic value of each of crude oil, liquids and natural gas liquids calculated separately and gas, including basis differentials, during the period commencing on the 37th month after the Effective Date through the 48th month after the Effective Date (2with no individual month less than 30%). (b) sixty-five percent Notwithstanding Section 8.20(a), the Borrower may delay entering into one half (65%1/2) of the reasonably anticipated projected production Swap Agreements required by Section 8.20(a)(ii) and all of the Swap Agreements required by Section 8.20(a)(iii) until the date that is six (6) months after the Effective Date. (c) On or before each six (6) month anniversary of the Effective Date the Borrower will enter into and maintain Swap Agreements in accordance with the Borrower’s Swap Policy, with Approved Counterparties, the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effect other than basis differentials swaps on volumes already hedged pursuant to other Swap Agreements), as of the date such Swap Agreement is executed, of not less than (i) 75% of the Reasonably Anticipated Projected Production from the Oil and Gas Properties constituting with Proved Reserves (Developed Producing Reserves, as reflected in listed on the most recently delivered Reserve Report) , of the Loan Parties for each of crude oil, liquids and natural gas, calculated separately or in the aggregate based upon the relative economic value of each of crude oil, liquids and natural gas liquids calculated separately; provided that gas, including basis differentials, during the Borrower period commencing on the month when such Swap Agreement is executed through the 24th month thereafter (1with no individual month less than 70%), (ii) shall have 50% of the option to update Reasonably Anticipated Projected Production from the reasonably anticipated projected production from Oil and Gas Properties between with Proved Developed Producing Reserves, as listed on the delivery most recently delivered Reserve Report, of Reserve Reports hereunder the Loan Parties for each of crude oil, liquids and natural gas, calculated separately or in the aggregate based upon the relative economic value of each of crude oil, liquids and natural gas, including basis differentials, during the period commencing on the 25th month after such Swap Agreement is executed through the 36th month after such Swap Agreement is executed (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) with no individual month less than 45%), and (2iii) shall have 35% of the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to Reasonably Anticipated Projected Production from the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by with Proved Developed Producing Reserves, as listed on the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more most recently delivered Reserve Report, of the Credit Loan Parties are scheduled to acquire such Oil for each of crude oil, liquids and Gas Properties within natural gas, calculated separately or in the applicable aggregate based upon the relative economic value of each of crude oil, liquids and natural gas, including basis differential, during the period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason commencing on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under 37th month after such Swap Agreement other than is executed through the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar 48th month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent Agreement is executed (100with no individual month less than 30%) of reasonably anticipated projected production for the then-current and any succeeding calendar months).

Swap Agreements. (a) The Parent, OP LLC and the Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (i) Swap Agreements in respect of commodities (A) with an Approved Counterparty fixing a price for a term of not more than sixty months and (B) 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) do not exceed, as of the date such Swap Agreement is executed (A) and for any each month during the first two years of period during which such Swap Agreement is in effect), for each full calendar month during the forthcoming five year periodsixty (60) consecutive full calendar months following the date of determination, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated production for each of crude oil and natural gas, calculated separately, in each case, as such production is projected production from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as reflected in set forth on the most recently recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement; provided, that (x) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to may update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to such projections by providing the Administrative Agent an internal report prepared by or under the supervision of the chief engineer of the Borrower and any additional informational reasonably requested by the Administrative Agent that is, in writing and shall be in form and substance each case, reasonably satisfactory to the Administrative Agent) Agent (and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or other production improvements and subject to the volume limitations set forth in this Section 9.14(aany dispositions, well shut-ins and other reductions of, or decreases to, production) and (y) reasonably anticipated projected production from Oil the Borrower may purchase puts and Gas Properties not then owned by floors the Credit Parties notional volumes for which exceed the foregoing percentage limitations (but which are subject do not cause all notional volumes hedged to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more exceed 100% of the Credit Parties Current Production for any period beyond the last day of the second calendar year following the calendar year in which such puts and/or floors are scheduled to acquire such Oil and Gas Properties within purchased) (the applicable period Swap Agreements described in this clause (a i), the “subject acquisitionOngoing Commodity ▇▇▇▇▇▇”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (A) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate and (bB) 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, (iii) any Permitted Bond Hedge Transaction(s), and (iv) any Permitted Warrant Transaction. In no event shall any Swap Agreement contain any requirement for the Borrower or any Restricted Subsidiary to post, during the term of this Agreement, other than a master Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures and in no event shall (1) any Swap Agreements in respect of interest rates have a term beyond 48 months from the benefit date of the Security Instruments as contemplated herein. execution thereof or (c2) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities have a term beyond 60 months from the date of execution thereof. (b) In addition to the Ongoing Commodity ▇▇▇▇▇▇, in connection with a proposed acquisition permitted hereunder (a “Proposed Acquisition”), the Credit Parties may also enter into Swap Agreements in respect of commodities with an Approved Counterparty, the notional volumes for which do not exceed, as of the date such calendar month exceeded one hundred Swap Agreement is executed, fifteen percent (10015%) of actual the reasonably anticipated production (without giving effect to the Proposed Acquisition) for each of Hydrocarbons in crude oil and natural gas, calculated separately, as such calendar monthproduction is projected from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement (provided, then that the Borrower shall (i) promptly notify may update such projections by providing the Administrative Agent an internal report prepared by or under the supervision of such determination, the chief engineer of the Borrower and (ii) if any additional informational reasonably requested by the Administrative Agent that is, in each case, reasonably satisfactory to the Administrative Agent (and shall include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or if otherwise necessary to ensure compliance with Section 9.14(aother production improvements and any dispositions, well shut-ins and other reductions of, or decreases to, production); provided further that any such report shall contain updated information solely in respect of Oil and Gas Properties included in the most recent Reserve Report and shall not, for the avoidance of doubt, contain any information in respect of any Oil and Gas Properties the subject of such Proposed Acquisition), within thirty for each month during the period not exceeding 36 months from the date such Swap Agreement is entered into (30the “Acquisition ▇▇▇▇▇▇”), during the period between (I) the date on which the Borrower or any Guarantor signs a definitive acquisition agreement in connection with a Proposed Acquisition and (II) the earliest of (x) the date such Proposed Acquisition is consummated, (y) the date such Proposed Acquisition is terminated and (z) 90 days after such requestdefinitive acquisition agreement was executed (or such longer period as to which the Administrative Agent may agree in its sole discretion); provided, terminatehowever, all such Acquisition ▇▇▇▇▇▇ entered into with respect to a Proposed Acquisition must be terminated or unwound within 90 days following the date such Proposed Acquisition is terminated (it being understood, for avoidance of doubt, that the Acquisition ▇▇▇▇▇▇ may be permitted as Ongoing Commodity ▇▇▇▇▇▇ to the extent such Acquisition ▇▇▇▇▇▇ could then be entered into pursuant to Section 9.18(a)). (c) Except as permitted by Section 9.12(d), the Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to Liquidate, or create any off-setting positionspositions in respect of any hedge position in respect of commodities (whether evidenced by a floor, put or otherwise unwind or monetize existing Swap Agreements such thatAgreement), at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) without the prior written consent of reasonably anticipated projected production for the then-current and any succeeding calendar monthsMajority Lenders.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Group Member to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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 AgreementsPermitted Basis Differential Swaps) do not exceed, as of the date such Swap Agreement is executed entered into (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred ninety percent (10090%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately (it being understood that natural gas liquids may be hedged with Swap Agreements for natural gas, in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis), for the period of twenty-four (24) months following the date such Swap Agreement is entered into and (2B) eighty-five ninety percent (8590%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from the Borrower’s and its Restricted Subsidiaries’ proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids, calculated separately (it being understood that natural gas liquids calculated separatelymay be hedged with Swap Agreements for natural gas, in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis) for the period of twenty-five (25) to sixty (60) months following the date such Swap Agreement is entered into; provided that (x) the Borrower may update the projections referenced in Section 9.17(a)(i)(A) and Section 9.17(a)(i)(B) above (as well as Section 9.17(a)(ii)(A) below) by providing the Administrative Agent an internal report prepared by or under the supervision of the chief engineer of the Borrower and its other Group Members and any additional informational reasonably requested by the Administrative Agent that is, in each case, reasonably satisfactory to the Administrative Agent (and shall include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or other production improvements and any dispositions, well shut-ins and other reductions of, or decreases to, production) and (By) any Swap Agreements shall not, in any case, have a tenor of greater than five (5) years; provided further that the foregoing limitations shall not apply to purchased put options or floors for Hydrocarbons that are not related to corresponding calls, collars or swaps and with respect to which any Group Member has no payment obligation other than premiums and charges the total amount of which are fixed and known at the time such transaction is entered into; (ii) in connection with a proposed acquisition by the Borrower or its Restricted Subsidiaries of Oil and Gas Properties pursuant to a binding and enforceable purchase and sale agreement and in addition to the Swap Agreements permitted to be entered into pursuant to Section 9.17(a)(i), Swap Agreements with Approved Counterparties in respect of commodities entered into not for speculative purposes; provided that: (A) the notional volumes for which (exclusive of puts and floors on volumes already hedged pursuant to other Swap Agreements for which the total amount of obligations thereunder are known and fixed at the time such transaction is entered into and Permitted Basis Differential Swaps) do not exceed, as of the date such Swap Agreement is entered into (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement (subject to the terms of the proviso in Section 9.17(a)(i)(x))) and for each month during the last three years of the forthcoming five year period, the greater of (1period during which such Swap Agreement is in effect) eighty-five fifteen percent (8515%) of the reasonably anticipated projected production from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately (it being understood that natural gas liquids may be hedged with Swap Agreements for natural gas in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis) for the period of thirty-six (36) months following the date such Swap Agreement is entered into; (B) such Swap Agreements are entered into on or after the date on which the Borrower or any of its Restricted Subsidiaries signs such a binding and (2) sixty-five percent (65%) enforceable purchase and sale agreement in connection with such proposed acquisition of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves Properties; (as reflected C) such Swap Agreements shall not, in the most recently delivered Reserve Reportany case, have a tenor of greater than three (3) for each of crude oil, natural gas, and natural gas liquids calculated separatelyyears; provided that and (D) the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided Unwind such Swap Agreements to the Administrative Agent in writing and shall extent necessary to be in form and substance reasonably satisfactory to compliance with the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a9.17(a)(i) and on the earliest of (y1) reasonably anticipated projected production from the date of consummation of such proposed acquisition of Oil and Gas Properties not then owned by Properties, (2) the Credit Parties but which are subject date that is 90 days after the execution of the purchase and sale agreement relating to a binding purchase agreement (in form and substance reasonably satisfactory such acquisition to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire extent that such Oil and Gas Properties within the applicable period (a “subject acquisition”)acquisition has not been consummated by such date, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II3) if any Loan Party knows with reasonable certainty that such subject acquisition does will not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of be consummated or such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderpurchase and sale agreement is terminated; and (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 80% of the then outstanding principal amount of all the Borrower’s Debt Indebtedness for borrowed money.money which bears interest at a floating rate; (b) In 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party Group Member to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein.Instruments); (c) IfSwap 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 Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month exceeded one hundred percent and the preceding calendar month (other than Permitted Basis Differential Swaps) exceeded, or will exceed, 100%) % of actual production of Hydrocarbons crude oil, natural gas and natural gas liquids, calculated separately, in such calendar monthmonths, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, allocate volumes to other production the Borrower or any Subsidiary is marketing, or otherwise unwind or monetize Unwind existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production from proved, developed producing Oil and Gas Properties for each of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor will it permit any other Credit Party to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for a term of not more than sixty months and 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two three years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2B) for any month during the last two years of the forthcoming five year period, eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than for the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) % of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) 30 days after such request, terminate, create off-setting positions, positions or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Neither the Borrower nor any of its Subsidiaries will not, nor will it permit any other Credit Party to, enter into any Swap Agreements with any Person other than: than (ia) 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 85% of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Total Proved Reserves (as reflected provided that proved developed non-producing and proved undeveloped reserves shall not in the most recently delivered Reserve Reportaggregate 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, natural gas, gas and natural gas liquids liquids, each calculated separately and (2) eighty-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 percent (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 Oil and Gas Proved Developed Producing Properties constituting Proved Reserves the subject of such acquisition (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years provided that should such acquisition fail to close within 60 days of the forthcoming five year perioddate the Borrower or any of its Subsidiaries signing such definitive acquisition agreement, the greater Borrower shall, or shall cause such Subsidiary, to terminate or unwind such Swap Agreements entered into in respect of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided such acquisition such that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties its Subsidiaries are in compliance with this Section 9.14(aclause (a)(ii) after giving pro forma above), excluding the effect of the provision for pending acquisitions, floor options may be purchased limited to such subject acquisition 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 (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 100% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) money which bears interest at a floating rate. 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: than (ia) 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 85% of the reasonably anticipated projected production from proved Oil and Gas Properties constituting PDP Reserves (as reflected included in the most recently delivered recent Reserve Report) Report for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas, gas and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) liquids, which may be hedged with Swap Agreements for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that Proved Developed Non-Producing Reserves and Proved Undeveloped Reserves, in the Borrower aggregate, do not account for greater than 25% of the total Proved Reserves, (1b) shall have the option Swap Agreements that would be permitted by clause (a) hereof pertaining to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderpursuant to a Specified Acquisition; and 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 Credit Loan Parties then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 100% of the then outstanding principal amount of the Borrower’s Loan Parties’ Debt for borrowed money. money which bears interest at a fixed rate and (bii) 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 the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of the then outstanding principal amount of the Loan Parties’ Debt for borrowed money which bears interest at a floating rate. 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit a Loan Party to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures, except to the benefit of extent permitted under Section 9.03(e). Notwithstanding the Security Instruments as contemplated herein. (c) If, after the end of any calendar monthforegoing, the Borrower determines that will not, and will not permit any of the aggregate notional volume of all other Loan Parties to, incur or permit to exist any speculative Swap Agreements Agreements. Further, the Borrower will not, and will not permit any other Loan Party to, Liquidate any Swap Agreement in respect of commodities for unless (x) if such calendar month exceeded one hundred percent (100%) Swap Liquidation would result in an automatic redetermination of actual production of Hydrocarbons in such calendar monththe Borrowing Base pursuant to Section 2.07(f), then the Borrower shall (i) promptly notify delivers reasonable prior written notice thereof to the Administrative Agent of such determinationAgent, and (iiy) if requested by a Borrowing Base Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Administrative Agent (or if otherwise necessary Borrowing Base pursuant to ensure compliance with Section 9.14(a)2.07(f), within thirty (30the 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) days after giving effect to such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) automatic redetermination of reasonably anticipated projected production for the then-current and any succeeding calendar monthsBorrowing Base.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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 fixing a price for a term of not more than sixty months and (ii) the notional volumes for which 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) do not exceed, as of the date each such Swap Agreement is executed executed, (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) % of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, producing Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each twelve month period during which each such Swap Agreement is in effect, for the next thirty-six months succeeding the execution of crude oil, natural gas, each such Swap Agreement and natural gas liquids calculated separately and (2) eighty-five percent (85%) 75% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oiltwelve month period during which each such Swap Agreement is in effect, natural gas, and natural gas liquids calculated separately, for each twelve month period after the first thirty-six months after each such Swap Agreement is executed and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) 50% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, non-producing Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each twelve month period during which each such Swap Agreement is in effect, for the next twenty-four months succeeding the execution of crude oil, natural gas, each such Swap Agreement and natural gas liquids calculated separately and (2) sixty-five percent (65%) 35% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, non-producing Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each twelve month period during which each such Swap Agreement is in effect, for the period of crude oil, natural gastwelve months succeeding the two-year anniversary of the execution of each such Swap Agreement, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update 0% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, non-producing Oil and Gas Properties between the delivery for each twelve month period during which each such Swap Agreement is in effect, for each calendar year thereafter; provided, however, that for purposes of Reserve Reports hereunder (which updates this Section 9.19(b), put options and price floors for crude oil and natural gas shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) disregarded; and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iic) 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 Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate (bafter 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 Debt for borrowed money which bears interest at a floating rate (after netting out any Swap Agreements then in effect effectively converting interest rates from floating to fixed). For purposes of this Section 9.19(b), the notional volumes and corresponding swap volumes so determined shall be calculated and recorded separately for natural gas and crude oil, and natural gas volumes shall include associated natural gas liquids volumes. 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 as to which an upfront premium has been paid, contain any current requirement, agreement or covenant for the Borrower or any Credit Party 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 other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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 fixing a price for a term of not more than sixty months 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 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) do not exceed, as of the date such Swap Agreement is executed exceed (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) 85% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, producing Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately month during the period during which such Swap Agreement is in effect and (2B) eighty-five percent (85%) 20% of the reasonably anticipated projected production (as shown in the most recent Reserve Report) from proved, developed, non-producing Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of period during which such Swap Agreement is in effect and (iii) the forthcoming five year periodnotional volumes for which, the greater of after December 31, 2009, (1when aggregated with other commodity price Swap Agreements then in effect other than basis differential swaps) eighty-five percent (85%) 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 constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) 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, natural gas, oil and natural gas liquids calculated separately shall be disregarded; and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iic) 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 Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate (bafter 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 Debt for borrowed money which bears interest at a floating rate (after netting out any Swap Agreements then in effect effectively converting interest rates from floating to fixed). 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 as to which an upfront premium has been paid, contain any current requirement, agreement or covenant for the Borrower or any Credit Party 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 other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements in respect of commodities (A) with an Approved Counterparty fixing a price for a term of not more than sixty months and (B) 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 85% of the reasonably anticipated projected production from proved Oil and Gas Properties constituting PDP Reserves (as reflected included in the most recently delivered recent Reserve Report) Report for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas, gas and natural gas liquids calculated separately and liquids, (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected which, in the most recently delivered Reserve Report) case of natural gas liquids, may be hedged with Swap Agreements for each of crude oil), natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that Proved Developed Non-Producing Reserves and Proved Undeveloped Reserves, in the Borrower aggregate, do not account for greater than 40% of the total Proved Reserves, (1ii) shall have the option Swap Agreements that would be permitted by clause (i) hereof pertaining to update the reasonably anticipated projected production from Oil and Gas Properties between to be acquired pursuant to a Specified Acquisition; provided that Swap Agreements pursuant to this Section 9.18(a)(ii) must be Liquidated upon the delivery earlier to occur of: (A) the date that is 90 days after the execution of Reserve Reports hereunder (which updates shall be provided the purchase and sale agreement relating to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory Specified Acquisition to the Administrative Agentextent that such Specified Acquisition has not been consummated by such date, (B) any Loan Party knows with reasonable certainty that the Specified Acquisition will not be consummated, and (2C) shall have in the option to enter case of any Affiliated Acquisition, the date that is 20 days following the date any Loan Party enters into commodity any such Swap Agreements with an Approved Counterparty Agreement with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected expected production from the Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (be acquired in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”)Affiliated Acquisition if, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days as of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements no binding and enforceable purchase and sale agreement has been entered into by and between a Loan Party and an Affiliate thereof (other than another Loan Party) with respect to production that was to be acquired thereunder; andsuch Affiliated Acquisition, (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (A) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Loan Parties then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 100% of the then outstanding principal amount of the Borrower’s Loan Parties’ Debt for borrowed moneymoney which bears interest at a fixed rate and (B) 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 the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of the then outstanding principal amount of the Loan Parties’ Debt for borrowed money which bears interest at a floating rate, and (iv) Swap Agreements entered into in the ordinary course of the Loan Parties’ business in respect of Emission Credits; provided that the aggregate amount that is owing but unpaid by the Loan Parties under all such Swap Agreements shall not exceed $1,000,000 in the aggregate at any time. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit a Loan Party to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures, except to the benefit of the Security Instruments as contemplated hereinextent permitted under Section 9.03(d). (c) IfThe Borrower will not, after and will not permit any of the end of other Loan Parties to, incur or permit to exist any calendar month, the Borrower determines that the aggregate notional volume of all speculative Swap Agreements or any Swap Agreements in respect of commodities for with a tenor in excess of 60 months. (d) 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 calendar month exceeded one hundred percent (100%) Swap Liquidation would result in an automatic redetermination of actual production of Hydrocarbons in such calendar monththe Borrowing Base pursuant to Section 2.07(f), then the Borrower shall (i) promptly notify delivers reasonable prior written notice thereof to the Administrative Agent of such determinationAgent, and (iiy) if requested by a Borrowing Base Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Administrative Agent (or if otherwise necessary Borrowing Base pursuant to ensure compliance with Section 9.14(a)2.07(f), within thirty (30the 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)(iv) days after giving effect to such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) automatic redetermination of reasonably anticipated projected production for the then-current and any succeeding calendar monthsBorrowing Base.

Swap Agreements. Within thirty (a30) The Borrower will notdays (or such longer period as may be agreed by the Administrative Agent) after the Closing Date and thereafter on each April 1st and October 1st, nor will it permit any other Credit Party to, enter into any the Loan Parties shall be party to Swap Agreements with any Person other than: (iincluding without limitation puts and floors) Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for a term of not more than sixty months and the net 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)) do not exceed, as of the date such Swap Agreement is executed equal at least: (Aa) for any month during the first two years of the forthcoming five year period, the greater of (1i) one hundred percent (100%) 65% of the reasonably anticipated projected (A) Hydrocarbon production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, Group Member’s total proved developed producing reserves and (B) the Specified NGLs as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for any each month during the last three years of the forthcoming five year period12 month period from such April 1st and October 1st, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determinationapplicable, and (ii) if requested 35% of the reasonably anticipated (A) Hydrocarbon production from the Group Member’s total proved developed producing reserves and (B) the Specified NGLs as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period thereafter; and (b) (i) 50% of the reasonably anticipated (A) Hydrocarbon production from the Group Member’s total proved developed producing reserves of natural gas and (B) Specified NGLs as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period from such April 1st and October 1st, as applicable, and (ii) 25% of the reasonably anticipated (A) Hydrocarbon production from the Group Member’s total proved developed producing reserves of natural gas and (B) Specified NGLs as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period thereafter. The amounts set forth in Sections 8.15(a) and (b) shall be modified by the Administrative Agent (or if otherwise necessary to ensure compliance with same Swap Adjustment used in Section 9.14(a)), within thirty (309.17(a)(i) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) the time of reasonably anticipated projected production for determination and being the then-current and any succeeding calendar months“Minimum Required Volume”.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter, (A) 100% of the Current Production for any each month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected period during which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas liquids and natural gas, and natural gas liquids calculated separately and individually, for the period of 24 months following the date such Swap Agreement is executed; (2B) eighty-five percent (85%) 75% of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected Current Production for each month during the period during which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas liquids and natural gas, and natural gas liquids calculated separatelyindividually, for the period of 25 to 36 months following the date such Swap Agreement is executed; and (BC) 50% of the Current Production for any each month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected period during which such Swap Agreement is in the most recently delivered Reserve Report) 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 natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) price floors for each of crude oil, natural gas, gas liquids and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) disregarded; and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) 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 Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate (bafter 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 Debt for borrowed money which bears interest at a floating rate (after netting out any Swap Agreements then in effect effectively converting interest rates from floating to fixed). 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 as to which an upfront premium has been paid, contain any current requirement, agreement or covenant for the Borrower or any Credit Party 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 other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.”

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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 fixing a price for a term of not more than sixty months and (ii) the notional volumes for which 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) do not exceed, as of the date each such Swap Agreement is executed executed, (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) % of the reasonably anticipated projected production (as shown in the most recent Reserve Report and/or in another engineering report which is in form and substance satisfactory to the Administrative Agent) from proved, developed, producing Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each twelve month period during which each such Swap Agreement is in effect, for the next thirty-six months succeeding the execution of crude oileach such Swap Agreement, natural gas, and natural gas liquids calculated separately and (2B) eighty-five percent (85%) 75% of the reasonably anticipated projected production (as shown in the most recent Reserve Report and/or in another engineering report which is in form and substance satisfactory to the Administrative Agent) from proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oiltwelve month period during which each such Swap Agreement is in effect, natural gasfor each twelve month period after the first thirty-six months after each such Swap Agreement is executed, and natural gas liquids calculated separately, and (BC) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) 50% of the reasonably anticipated projected production (as shown in the most recent Reserve Report and/or in another engineering report which is in form and substance satisfactory to the Administrative Agent) from proved, developed, non-producing Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each twelve month period during which each such Swap Agreement is in effect, for the next twenty-four months succeeding the execution of crude oil, natural gas, and natural gas liquids calculated separately each such Swap Agreement and (2D) sixty-five percent (65%) 35% of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected shown in the most recently delivered recent Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (Report and/or in another engineering report which updates shall be provided to the Administrative Agent in writing and shall be is in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from proved, developed, non-producing Oil and Gas Properties not then owned by for each twelve month period during which each such Swap Agreement is in effect, for the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to period of twelve months succeeding the Administrative Agent) for which one or more two-year anniversary of the Credit Parties are scheduled to acquire execution of each such Oil and Gas Properties within the applicable period (a “subject acquisition”Swap Agreement; provided, however, that for purposes of this Section 9.19(b), provided that, put options and price floors for crude oil and natural gas shall be disregarded; (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iic) 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 Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate (bafter 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 Debt for borrowed money which bears interest at a floating rate (after netting out any Swap Agreements then in effect effectively converting interest rates from floating to fixed). For purposes of this Section 9.19(b), the notional volumes and corresponding swap volumes so determined shall be calculated and recorded separately for natural gas and crude oil, and natural gas volumes shall include associated natural gas liquids volumes. 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 as to which an upfront premium has been paid, contain any current requirement, agreement or covenant for the Borrower or any Credit Party 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 other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Parent Guarantor and the Borrower will not, nor and will it not permit any other Credit Party of their Subsidiaries to, enter into any Swap Agreements with any Person other than: than (i) Swap Agreements in respect of commodities (A) with an Approved Counterparty fixing a price for a term of not more than sixty months and Counterparty, (B) 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 90% of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (which are proved, developed, and producing as reflected 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 and determined by reference to the most recently delivered Reserve ReportReport and (C) for each the tenor of crude oil, natural gaswhich is not more than 48 months from the date such Swap Agreement is executed, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved CounterpartyCounterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) money which bears interest at a floating rate. 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures. This Section 9.18(a) is subject to the benefit waivers contained in Sections 5.1 and 5.2 of the Security Instruments Third Amendment, dated as contemplated hereinof October 13, 2011, to the Existing Credit Agreement. (cb) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all No Swap Agreements in respect of commodities shall be entered into for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsspeculative purposes.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements in respect of commodities (A) with an Approved Counterparty fixing a price for a term of not more than sixty months and (B) 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 (x) basis differential swaps on volumes already hedged pursuant to other Swap Agreements and (y) Swap Agreements which have the effect of eliminating some or all of the hedging of volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent for the first 24 months after the date of execution of such Swap Agreement (the “First Measurement Period”), 100% and (2) for the first 36 months immediately following the First Measurement Period, 75%) , in each case, of the reasonably anticipated projected production (assuming no curtailment or interruption of transportation for such anticipated production) from proved Oil and Gas Properties constituting PDP Reserves (as reflected included in the most recently delivered recent Reserve Report) Report for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas, gas and natural gas liquids liquids, (which, in the case of natural gas liquids, may be hedged with Swap Agreements for crude oil), each calculated separately and separately, (2ii) eighty-five percent Swap Agreements that would be permitted by clause (85%i) of the reasonably anticipated projected production from hereof pertaining to Oil and Gas Properties constituting Proved Reserves to be acquired pursuant to a Specified Acquisition; provided that Swap Agreements pursuant to this Section 9.18(a)(ii) must be Liquidated upon the earlier to occur of: (as reflected in A) the most recently delivered Reserve Reportdate 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, (B) for each of crude oil, natural gas, and natural gas liquids calculated separatelyany Loan Party knows with reasonable certainty that the Specified Acquisition will not be consummated, and (BC) for in the case of any month during the last three years of the forthcoming five year periodAffiliated Acquisition, the greater of (1) eighty-five percent (85%) of date that is 20 days following the reasonably anticipated projected date any Loan Party enters into any such Swap Agreement with respect to the expected production from the Oil and Gas Properties constituting PDP Reserves to be acquired in such Affiliated Acquisition if, as of such date, no binding and enforceable purchase and sale agreement has been entered into by and between a Loan Party and an Affiliate thereof (as reflected in the most recently delivered Reserve Reportother than another Loan Party) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; andAffiliated Acquisition, (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (A) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Loan Parties then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 100% of the then outstanding principal amount of the Borrower’s Loan Parties’ Debt for borrowed moneymoney which bears interest at a fixed rate and (B) 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 the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of the then outstanding principal amount of the Loan Parties’ Debt for borrowed money which bears interest at a floating rate, and (iv) Swap Agreements entered into in the ordinary course of the Loan Parties’ business in respect of Emission Credits; provided that the aggregate amount that is owing but unpaid by the Loan Parties under all such Swap Agreements shall not exceed $1,000,000 in the aggregate at any time. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit a Loan Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) IfThe Borrower will not, after and will not permit any of the end of other Loan Parties to, incur or permit to exist any calendar month, the Borrower determines that the aggregate notional volume of all speculative Swap Agreements or any Swap Agreements in respect of commodities for with a tenor in excess of 60 months. (d) 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 calendar month exceeded one hundred percent (100%) Swap Liquidation would result in an automatic redetermination of actual production of Hydrocarbons in such calendar monththe Borrowing Base pursuant to Section 2.07(f), then 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)(iv) after giving effect to such automatic redetermination of the Borrowing Base. (e) For purposes of Section 9.18(a)(i),the reasonably anticipated projected production from the Loan Parties’ proved Oil and Gas Properties included in the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be deemed to include any increase therein anticipated based on information obtained by the Loan Parties and delivered to the Administrative Agent subsequent to the publication of such Reserve Report, including the Loan Parties’ internal forecasts of (i) promptly notify the Administrative Agent of such determination, additions to anticipated future production from new ▇▇▇▇▇ and (ii) if requested by completed acquisitions coming on stream; provided that any such supplemental information shall be reasonably satisfactory to the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsAgent.

Swap Agreements. (a) The Neither the Borrower nor any of its Subsidiaries will not, nor will it permit any other Credit Party to, enter into (or, in the case of Section 9.16(a)(ii) below, permit to exist) any Swap Agreements with any Person other than: (i) Swap Agreements in respect of commodities (x) with an Approved Counterparty fixing a price for a term of not more than sixty months and (y) the notional volumes for which (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid or swaps covering (A) basis differential swaps or (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed executed, (AI) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) 80% of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected based upon the Borrower’s internal projections) for each month during the period during which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, oil and natural gas, calculated separately, for each calendar month during the period through the remainder of the then current calendar year and natural gas liquids calculated separately for the period of four calendar years thereafter and (2II) eighty-five percent (85%) 70% of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected based upon the Borrower’s internal projections) for each month during the period during which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any each calendar month during the last three years period starting with the 5th calendar year thereafter. Notwithstanding the foregoing, but subject to the cure provisions of the forthcoming five year periodSection 9.16(i), the greater notional volumes in respect of all commodity Swap Agreements (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than swaps covering (1) eighty-five percent basis differential or (85%2) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements and Acquisition Swap Agreements) will not, as of the reasonably anticipated first day of the next calendar month following each Date of Determination (the “Applicable Date”), for each month during the period of six calendar months commencing on the Applicable Date, exceed the actual net monthly physical production from proved, developed producing reserves (regardless of projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in levels) for the calendar month most recently delivered Reserve Report) ended prior to such Date of Determination, calculated separately for each of crude oil, oil and natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and. (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent at any time (75%other than during an Exemption Period) 100% of the then outstanding principal amount of the Borrower’s Debt for borrowed money.money which bears interest at a floating rate. US 793906v.7 (b) In no event shall Notwithstanding anything in Section 9.16(a)(i) to the contrary, the Borrower may enter into commodity Swap Agreements with any Lender or Affiliate of a Lender having notional volumes in excess of the amounts set forth in Section 9.16(a)(i) (such Swap AgreementAgreements being “Acquisition Swap Agreements”) in anticipation of the acquisition of Oil and Gas Properties or Equity Interests of Persons owning Oil and Gas Properties in a transaction not prohibited by this Agreement (any such Oil and Gas Properties being referred to herein as the “Target Oil and Gas Properties”) if (x) the Borrower or a Subsidiary has entered into a definitive purchase and sale agreement for such Target Oil and Gas Properties, (y) the tenor of any such Acquisition Swap Agreement does not exceed 60 months from the expected date of closing of such acquisition and (z) the notional volumes hedged pursuant to any such Acquisition Swap Agreement (when aggregated with the notional volumes hedged pursuant to all other Acquisition Swap Agreements then in effect other than a master swaps covering (i) basis differential or (ii) oil spread timing risks, in each case on volumes already hedged pursuant to other Acquisition Swap Agreements) do not exceed, as of the date such Acquisition Swap Agreement pursuant to is executed, 100% of the reasonably anticipated projected production from all Oil and Gas Properties constituting Target Oil and Gas Properties as of such date that are identified by the Borrower’s internal engineers as proved reserves for each month during the period during which any Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Acquisition Swap Agreement other than the benefit is in effect for each of the Security Instruments as contemplated hereincrude oil and natural gas, calculated separately. (c) If, after the end as of any calendar monthTest Date that occurs while one or more Acquisition Swap Agreements are in effect, the Borrower determines that the aggregate notional volume of all Acquisition Swap Agreements then in respect effect (when aggregated with other commodity Swap Agreements then in effect other than swaps covering basis differential or oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements) have notional volumes in excess of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons the amounts set forth in such calendar monthSection 9.16(a)(i), then the Borrower shall (i) promptly notify maintain unused availability under this Agreement in an amount at least equal to the Administrative Agent of Minimum Availability Amount until such determination, time as the Borrower is in compliance with Section 9.16(a)(i) and (ii) if requested by furnish to the Administrative Agent Agent, no later than the close of business on such Test Date, a statement of the Aggregate Exposure as of the last preceding Business Day as of which such amount could be calculated (or if otherwise necessary and in any event, not prior to ensure compliance with Section 9.14(athe Business Day on which written confirmations in respect of any applicable Swap Agreements used in any such calculation are available)), within thirty . (30d) days after such request, The Borrower shall terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity or take other actions permitted by this Agreement within three (3) Business Days after a Termination Event Date occurs with respect to any Acquisition Swap Agreement to the extent necessary to be in compliance with Section 9.16(a)(i). (e) If the acquisition of any Target Oil and Gas Properties has not been consummated within 120 days of the execution of the related Acquisition Swap Agreements will with the effect that the Borrower is not exceed one hundred percent then compliant with Section 9.16(a), then until the earlier of (100%1) the date such acquisition is consummated or (2) a Termination Event Date, the Borrower shall secure such Acquisition Swap Agreements in an amount not less than the amount of reasonably anticipated projected production Exposure with respect to such Acquisition Swap Agreements (to the extent such Exposure is a positive number) by pledging to the Administrative Agent for the then-current benefit of the relevant counterparties cash or securities as may be mutually agreed by the Borrower and any succeeding calendar monthssuch swap counterparty(ies).

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Group Member to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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) do not exceed, as of the date such Swap Agreement is executed entered into (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred eighty percent (10080%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately separately, for the period of twenty-four (24) months following the date such Swap Agreement is entered into and (2B) eighty-five eighty percent (8580%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from the Borrower’s and its Restricted Subsidiaries’ proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately, and (B) separately for any month during the last three years period of the forthcoming five year period, the greater of (1) eightytwenty-five percent (85%25) of to sixty (60) months following the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separatelydate such Swap Agreement is entered into; provided that (x) the Borrower (1) shall have the option to may update the reasonably anticipated projected production from Oil projections referenced in Section 9.17(a)(i)(A) and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to Section 9.17(a)(i)(B) above by providing the Administrative Agent an internal report prepared by or under the supervision of the chief engineer of the Borrower and its other Group Members and any additional informational reasonably requested by the Administrative Agent that is, in writing and shall be in form and substance each case, reasonably satisfactory to the Administrative Agent) Agent (and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or other production improvements and subject to the volume limitations set forth in this Section 9.14(aany dispositions, well shut-ins and other reductions of, or decreases to, production) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereundershall not, in any case, have a tenor of greater than five (5) years; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 80% of the then outstanding principal amount of all the Borrower’s Debt Indebtedness for borrowed money.money which bears interest at a floating rate; (b) In 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party Group Member to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein.Instruments); (c) IfSwap 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 Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month exceeded one hundred percent and the preceding calendar month (other than basis differential swaps on volumes hedged by other Swap Agreements) exceeded, or will exceed, 100%) % of actual production of Hydrocarbons crude oil, natural gas and natural gas liquids, calculated separately, in such calendar monthmonths, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, allocate volumes to other production the Borrower or any Subsidiary is marketing, or otherwise unwind or monetize Unwind existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production from proved, developed producing Oil and Gas Properties for each of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower Credit Parties will not, nor and will it not permit any other Credit Party of the Restricted Subsidiaries to, enter into (or, in the case of Section 9.16(a)(ii) below, permit to exist) any Swap Agreements with any Person other thanPerson, except: (i) Swap Agreements in respect of oil and gas commodities (x) with an Approved Counterparty fixing a price for a term of not more than sixty months and (y) the notional volumes for which (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid or swaps covering (A) basis differential swaps or (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed (A) executed, for any each calendar month during in the first two years remainder of the forthcoming then current calendar year and for the period of five year period, calendar years thereafter (I) the greater of (1) one hundred percent (100%) 80% of the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) % of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each such month of crude oil, natural gas, and natural gas liquids calculated separatelythe first twenty-four months during the period such Swap Agreement is in effect, and (BII) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) 100% of the reasonably anticipated projected production from the Borrower’s proved developed producing Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oilProperties, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) 75% of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties constituting Proved Reserves and (as reflected in the most recently delivered Reserve Report3) for each 50% of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties between for each such month of the delivery next thirty-six months during the period such Swap Agreement is in effect, in each case, for each of crude oil and natural gas, calculated separately, and as determined by reference to the Reserve Reports hereunder Report most recently delivered pursuant to Section 8.12 (which updates shall be provided the “Ongoing ▇▇▇▇▇▇”); (ii) In addition to the Ongoing ▇▇▇▇▇▇, in connection with a proposed or pending acquisition of Oil and Gas Properties (a “Proposed Acquisition”), the Credit Parties may, upon consultation with and approval from the Administrative Agent in writing and shall (such approval not to be in form and substance reasonably satisfactory to the Administrative Agentunreasonably withheld, conditioned or delayed) and (2) shall have the option to also enter into commodity incremental Swap Agreements with an Approved Counterparty (the “Acquisition ▇▇▇▇▇▇”) with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) Credit Parties’ reasonably anticipated projected production from the Borrower’s Oil and Gas Properties not then owned by to be acquired (x) with an Approved Counterparty and (y) the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) notional volumes for which one (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than swaps covering (A) basis differential or more (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the Credit Parties are scheduled to acquire date such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided thatSwap Agreement is executed, (I) the Credit Parties are greater of (1) 80% of the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties and (2) 85% of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties for each such month of the first twenty-four months during the period such Swap Agreement is in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition effect, and (II) if the greater of (1) 100% of the reasonably anticipated projected production from the Borrower’s proved developed producing Oil and Gas Properties, (2) 75% of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties and (3) 50% of the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties, in each case, upon giving effect to such subject acquisition does not close for any reason on each such month of the next thirty-six months during the period such Swap Agreement is in effect, in each case, for each of crude oil and natural gas, calculated separately, and as determined by reference to the Reserve Report most recently delivered pursuant to Section 8.12, during the period between (i) the date required thereunderon which such Credit Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and (ii) the earliest of (A) the date of consummation of such Proposed Acquisition, including any binding extensions thereof, within thirty (30B) the date of termination of such Proposed Acquisition and (C) ninety (90) days after the date of execution of such required closing datedefinitive acquisition agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion). However, the Credit Parties shall unwind or otherwise terminate the all such incremental Swap Agreements entered into with respect to production a Proposed Acquisition must be terminated or unwound within ninety (90) days following the date of termination of such Proposed Acquisition (it being understood, for avoidance of doubt, that was the Acquisition ▇▇▇▇▇▇ may be permitted as Ongoing ▇▇▇▇▇▇ to the extent such Acquisition ▇▇▇▇▇▇ could be acquired thereunderentered into pursuant to this Section 9.16(a) in the absence of a Proposed Acquisition); and (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, (i) effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties or any Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Debt for borrowed moneymoney which bears interest at a fixed rate and (ii) effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties or their respective Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed at any time 100% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate. (b) In no event shall If, at any time, the Borrower determines that the notional amounts of Swap Agreement, other than a master Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit Agreements in respect of interest rates exceed 100% of the Security Instruments as contemplated hereinthen outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate, then the Borrower shall, within thirty (30) days of such determination, terminate, create off-setting positions or otherwise unwind existing Swap Agreements in order to comply with this Section 9.16. (c) If, after as of the end of any calendar monthfiscal quarter, the Borrower determines that the aggregate notional volume of all commodity Swap Agreements (other than swaps covering (A) basis differential or (B) oil spread timing risks, in respect of commodities each case on volumes already hedged pursuant to other Swap Agreements) for which settlement payments were calculated in such calendar month fiscal quarter exceeded one hundred percent (100%) of the actual production of Hydrocarbons in such calendar monthfiscal quarter, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))shall, within thirty (30) days after of such requestdetermination, terminate, create off-setting positions, positions or otherwise unwind or monetize existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent exceed, on a quarterly basis, the volume limitations imposed in Section 9.16(a) above for each subsequent monthly period after such fiscal quarter. (100%d) Notwithstanding anything to the contrary in this Section 9.16, there shall be no prohibition against the Borrower, any other Credit Party or any Restricted Subsidiary entering into any “put” contracts or commodity price floors with an Approved Counterparty so long as (i) 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, (ii) such agreements are not related to corresponding calls, collars or swaps and (iii) neither the Borrower nor any Restricted Subsidiary has any payment obligation other than premiums and charges the total amount of which are fixed and known at the time such agreement is entered into. (e) For purposes of entering into or maintaining Swap Agreement trades or transactions under Section 9.16(a) and Section 9.16(c), forecasts of reasonably anticipated production from the Credit Parties’ Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement or as otherwise projected by a Responsible Officer of the Borrower and acceptable to the Administrative Agent shall be revised to account for any increase or decrease therein anticipated based on information obtained by the Credit Parties and delivered to the Administrative Agent subsequent to the publication of such Reserve Report or projection, including the Credit Parties’ internal forecasts of production decline rates for existing ▇▇▇▇▇ and additions to or deletions from anticipated future production from new ▇▇▇▇▇, completed acquisitions coming on stream or failing to come on stream and Dispositions of Oil and Gas Properties; provided that (A) any such supplemental information shall be in form and detail reasonably satisfactory to the Administrative Agent and (B) if any such supplemental information is delivered, such information shall be presented on a net basis (i.e., it shall take into account both increases and decreases in anticipated production subsequent to publication of the most recent Reserve Report). (f) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the then-current and Borrower or any succeeding calendar monthsCredit Party to post collateral, credit support (including in the form of letters of credit) or margin (other than, in each case, pursuant to the Security Instruments) to secure their obligations under such Swap Agreement or to cover market exposures. (g) For the purposes of this Section 9.16, 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.

Swap Agreements. (a) The During the period beginning on September 30, 2019 and ending on March 31, 2020, the Borrower will not, nor will it permit any other Credit Party to, and each Restricted Subsidiary shall enter into any and maintain at all times Swap Agreements with any Person other one or more Approved Counterparties pursuant to which the Borrower and such Restricted Subsidiaries shall hedge notional volumes of not less than: , (i) Swap Agreements in respect during the period beginning on June 30, 2018 and ending on September 29, 2019, 65 50% of commodities with an Approved Counterparty fixing a price for a term of not more than sixty months and 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) do not exceed, Projected Volume determined as of the date such Swap Agreement is executed September 30, 2019 and December 31, 2019 (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in based on the most recently delivered Reserve Report) during such period of natural gas from Proved Developed Producing Reserves for each calendar quarter during the subsequent eighteen (18) calendar month period immediately following any date of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves determination (as reflected in forecasted based upon the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (Bii) for any month during the last three years period beginning on September 30, 2019 and ending on March 30, 2020, 50% of the forthcoming five year period, the greater of Projected Volume (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in based on the most recently delivered Reserve Report) of natural gas from Proved Developed Producing Reserves for each calendar quarter during the subsequent eighteen (18) calendar month period immediately following any date of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves determination (as reflected in forecasted based upon the most recently delivered Reserve Report) for each of crude oil); provided, natural gas, and natural gas liquids calculated separately; provided that to the extent the Borrower was in compliance, as of the date immediately preceding the date of delivery of a new Reserve Report, with this Section 8.19(c) in respect of each calendar quarter during the subsequent eighteen (118) shall have the option to update the reasonably anticipated projected production from Oil calendar month period immediately following such date of determination and Gas Properties between the delivery of a new Reserve Reports Report hereunder (which updates shall be provided results in a failure to satisfy the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in requirements of this Section 9.14(a8.19(c) and in respect of such eighteen (y18) reasonably anticipated projected production from Oil and Gas Properties not then owned by calendar month period, the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within shall have thirty (30) days following the delivery of such required closing date, Reserve Report (or such later date as the Credit Parties shall unwind or otherwise terminate the Majority Lenders may agree in their sole discretion) to enter into additional Swap Agreements entered into with respect to production the extent necessary to satisfy the requirements of this Section 8.19(c); provided, further; provided, that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, if the Borrower reasonably determines that the Lenders (and their respective Affiliates) have insufficient aggregate notional volume of all capacity to enter into Swap Agreements in respect with one or more Credit Parties for at least the minimum volumes of commodities natural gas for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar montheach fiscal quartersuch period required pursuant to this Section 8.19(c), then the Borrower requirements of this Section 8.19(c) shall (i) promptly notify be reduced solely to the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise extent necessary to ensure compliance with Section 9.14(a)), within thirty reflect the maximum volumes of natural gas for each fiscal quarter for which the Lenders (30and their respective Affiliates) days after have aggregate capacity to enter into such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsAgreements.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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) do not exceed, as of the date such Swap Agreement is executed executed, for (A) for any month during the first two years of the forthcoming five year periodnatural gas, the greater of (1) one hundred percent (100%) 90% of the reasonably anticipated projected monthly average production from proved Oil and Gas Properties constituting PDP Reserves (as reflected in for the most recently delivered Reserve Report) period commencing on the date such Swap Agreement and ending twelve months thereafter, and for each of crude oilsubsequent twelve month period, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) % of the reasonably anticipated projected monthly average production from proved Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, such period and (B) for any month during the last three years of the forthcoming five year periodcrude oil, the greater of (1) eighty-five percent (85%) 90% of the reasonably anticipated projected monthly average production from proved Oil and Gas Properties constituting PDP Reserves (as reflected in for the most recently delivered Reserve Report) period commencing on the date such Swap Agreement and ending twelve months thereafter, and for each of crude oilsubsequent twelve month period, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) 85% of the reasonably anticipated projected monthly average production from proved Oil and Gas Properties constituting Proved Reserves for such period, and (as reflected in C) natural gas liquids, 90% of the most recently delivered Reserve Reportreasonably anticipated projected monthly average production from proved Oil and Gas Properties for the period commencing on the date such Swap Agreement and ending twelve months thereafter, and for each subsequent twelve month period, 85% of the reasonably anticipated projected monthly average production from proved Oil and Gas Properties for such period; provided, however, that (1) for each purposes of this Section 9.16(a), swaptions, put options and price floors for crude oil, natural gas, gas and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) disregarded and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth nothing in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by 9.16 shall be deemed to prohibit offsetting Swap Agreements entered into for the Credit Parties but which are subject purposes of unwinding existing Swap Agreements in order to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in maintain compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition 9.16, and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do entered into for hedging purposes and not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) In no event shall any Swap Agreement, other than a master speculation. Any Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, may contain any a requirement, agreement or covenant for the Borrower or any Credit Party Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) Ifor to cover market exposures, after the end of but notwithstanding any calendar monthsuch requirement, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then agreement or covenant the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance comply with Section 9.14(a9.03(a) and Section 9.03(f)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Group Member to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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) do not exceed, as of the date such Swap Agreement is executed entered into (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred ninety percent (10090%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately (it being understood that natural gas liquids may be hedged with Swap Agreements for natural gas, in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis), for the period of twenty-four (24) months following the date such Swap Agreement is entered into and (2B) eighty-five ninety percent (8590%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from the Borrower’s and its Restricted Subsidiaries’ proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids, calculated separately (it being understood that natural gas liquids calculated separatelymay be hedged with Swap Agreements for natural gas, in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis) for the period of twenty-five (25) to sixty (60) months following the date such Swap Agreement is entered into; provided that (x) the Borrower may update the projections referenced in Section 9.17(a)(i)(A) and Section 9.17(a)(i)(B) above (as well as Section 9.17(a)(ii)(A) below) by providing the Administrative Agent an internal report prepared by or under the supervision of the chief engineer of the Borrower and its other Group Members and any additional informational reasonably requested by the Administrative Agent that is, in each case, reasonably satisfactory to the Administrative Agent (and shall include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or other production improvements and any dispositions, well shut-ins and other reductions of, or decreases to, production) and (By) any Swap Agreements shall not, in any case, have a tenor of greater than five (5) years; provided further that the foregoing limitations shall not apply to purchased put options or floors for Hydrocarbons that are not related to corresponding calls, collars or swaps and with respect to which any Group Member has no payment obligation other than premiums and charges the total amount of which are fixed and known at the time such transaction is entered into; (ii) in connection with a proposed acquisition by the Borrower or its Restricted Subsidiaries of Oil and Gas Properties pursuant to a binding and enforceable purchase and sale agreement and in addition to the Swap Agreements permitted to be entered into pursuant to Section 9.17(a)(i), Swap Agreements with Approved Counterparties in respect of commodities entered into not for speculative purposes; provided that: (A) the notional volumes for which (exclusive of puts, floors and basis differential swaps on volumes already hedged pursuant to other Swap Agreements for which the total amount of obligations thereunder are known and fixed at the time such transaction is entered into) do not exceed, as of the date such Swap Agreement is entered into (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement (subject to the terms of the proviso in Section 9.17(a)(i)(x))) and for each month during the last three years of the forthcoming five year period, the greater of (1period during which such Swap Agreement is in effect) eighty-five fifteen percent (8515%) of the reasonably anticipated projected production from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately (it being understood that natural gas liquids may be hedged with Swap Agreements for natural gas in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis) for the period of thirty-six (36) months following the date such Swap Agreement is entered into; (B) such Swap Agreements are entered into on or after the date on which the Borrower or any of its Restricted Subsidiaries signs such a binding and (2) sixty-five percent (65%) enforceable purchase and sale agreement in connection with such proposed acquisition of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves Properties; (as reflected C) such Swap Agreements shall not, in the most recently delivered Reserve Reportany case, have a tenor of greater than three (3) for each of crude oil, natural gas, and natural gas liquids calculated separatelyyears; provided that and (D) the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided Unwind such Swap Agreements to the Administrative Agent in writing and shall extent necessary to be in form and substance reasonably satisfactory to compliance with the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a9.17(a)(i) and on the earliest of (y1) reasonably anticipated projected production from the date of consummation of such proposed acquisition of Oil and Gas Properties not then owned by Properties, (2) the Credit Parties but which are subject date that is 90 days after the execution of the purchase and sale agreement relating to a binding purchase agreement (in form and substance reasonably satisfactory such acquisition to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire extent that such Oil and Gas Properties within the applicable period (a “subject acquisition”)acquisition has not been consummated by such date, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II3) if any Loan Party knows with reasonable certainty that such subject acquisition does will not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of be consummated or such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderpurchase and sale agreement is terminated; and (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 80% of the then outstanding principal amount of all the Borrower’s Debt Indebtedness for borrowed money.money which bears interest at a floating rate; (b) In 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party Group Member to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein.Instruments); (c) IfSwap 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 Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month exceeded one hundred percent and the preceding calendar month (other than basis differential swaps on volumes hedged by other Swap Agreements) exceeded, or will exceed, 100%) % of actual production of Hydrocarbons crude oil, natural gas and natural gas liquids, calculated separately, in such calendar monthmonths, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, allocate volumes to other production the Borrower or any Subsidiary is marketing, or otherwise unwind or monetize Unwind existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production from proved, developed producing Oil and Gas Properties for each of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will notOn each April 1st and October 1st, nor will it permit any other Credit Party to, enter into any the Loan Parties shall be party to Swap Agreements with any Person other than: (iincluding without limitation puts and floors) Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for a term of not more than sixty months and the net 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)) do not exceed, as of the date such Swap Agreement is executed equal at least: (a) (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) 50% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties constituting PDP Reserves (the Group Member’s total proved developed producing reserves of crude oil as reflected in forecast based upon the most recently recent Reserve Report delivered Reserve Report) pursuant to Section 8.11 for each of crude oilmonth during the 12 month period from such April 1st and October 1st, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separatelyapplicable, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) 25% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties constituting PDP Reserves (the Group Member’s total proved developed producing reserves of crude oil as reflected in forecast based upon the most recently recent Reserve Report delivered Reserve Report) pursuant to Section 8.11 for each of crude oil, natural gas, and natural gas liquids calculated separately and month during the 12 month period thereafter; (2b) sixty-five percent (65%A) 50% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties constituting Proved Reserves (the Group Member’s total proved developed producing reserves of natural gas as reflected in forecast based upon the most recently recent Reserve Report delivered Reserve Report) pursuant to Section 8.11 for each of crude oilmonth during the 12 month period from such April 1st and October 1st, natural gasas applicable, and natural gas liquids calculated separately; provided that the Borrower (1B) shall have the option to update 25% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties between the delivery Group Member’s total proved developed producing reserves of natural gas as forecast based upon the most recent Reserve Reports hereunder (which updates shall be provided Report delivered pursuant to Section 8.11 for each month during the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable 12 month period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderthereafter; and (iic) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements 50% of the Credit Parties then reasonably anticipated Hydrocarbon production from the Group Member’s total proved developed producing reserves of natural gas liquids as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period from such April 1st and October 1st, as applicable. The amounts set forth in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. Sections 8.15(a), (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. and (c) If, after being the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested “Minimum Required Volume”. 2.3 Amendment to Article VIII. Article VIII is hereby amended by the Administrative Agent (or if otherwise necessary to ensure compliance with deleting Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months8.20.

Swap Agreements. (a) The Parent and the Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: than (a) Swap Agreements (i) with a Secured Swap Agreements in respect of commodities with Provider or an Approved Counterparty fixing Counterparty, (ii) which have a price for a term tenor of not more less than sixty months five (5) years and (iii) the notional volumes for which (when aggregated and netted 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) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (A) for any month during such notional volumes to be based upon the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected projections contained in the then-most recently delivered Reserve Report), (A) 90% of the projected production from the Proved Reserves classified as Developed Producing Reserves attributable to the Oil and Gas Properties of the Loan Parties for each of crude oil, oil and natural gas, calculated separately, for each month during the period commencing on the month when such Swap Agreement is executed and natural gas liquids calculated separately ending 30 months later; and (2B) eighty-five percent (85%) 80% of the reasonably anticipated projected production from the Proved Reserves classified as Developed Producing Reserves attributable to the Oil and Gas Properties constituting Proved Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any each month during the last three years period commencing on 31st month after when such Swap Agreement is executed and ending on the 60th month after when such Swap Agreement is executed; provided, that if the Borrower and the Required Lenders agree in writing (including by email), then (x) the notional volumes referred to in this Section 9.17(a)(iii) (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) may instead not exceed a percentage of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from the Oil and Gas Properties constituting PDP Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided , that is reasonably acceptable to the Required Lenders and agreed to by the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) the projections of notional volume upon which the percentage referred to in clause (x) are based may be as are reasonably anticipated projected production from Oil acceptable to the Required Lenders and Gas Properties not then owned agreed to by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided thatBorrower, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of a Secured Swap Provider which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money and do not have a tenor beyond the maturity date of the relevant Debt, and (bc) In Swap Agreements entered into by a Loan Parties with the purpose and effect of fixing prices on currency expected to be exchanged (x) from Dollars into Australian dollars or (y) from Australian dollars into Dollars, in each case in the ordinary course of the Loan Parties’ business and not for speculative purposes, provided that at all times: (i) no such Swap Agreements fixes a price for a period later than 12 months after such contract is entered into, (ii) the Loan Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Swap Agreements is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Swap Agreements for such month is settled, (iv) each such contract is with an Approved Counterparty and (v) unless such Swap Agreement is being entered into in connection with an issuance of Equity Interests of Parent, the Administrative Agent has consented to the entry into such Swap Agreements; provided that (1) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than under the Security Instruments), (2) Swap Agreements shall only be entered into in the ordinary course of business (and not for speculative purposes), (3) any Swap Agreement with an Approved Counterparty that is not a Secured Swap Provider shall contain the following terms (each of which shall be subject to the prior written approval of the Administrative Agent): (i) an express acknowledgment of the Liens granted by the applicable Loan Party to the Administrative Agent (for the benefit of the Security Instruments as contemplated herein. (cLenders) If, after the end of any calendar monthamounts payable to such Loan Party under such Swap Agreement and that such Approved Counterparty has not taken and will not require any cash margin or other collateral or credit support to secure such Loan Party’s obligations thereunder, (ii) an agreement to pay all such amounts payable to such Loan Party (without deduction, counterclaim or setoff) to the Borrower determines Administrative Agent from and after delivery of a notice to such effect by the Administrative Agent to such Approved Counterparty, and (iii) an agreement that Administrative Agent and the aggregate notional volume Lenders (x) are third party beneficiaries to such Swap Agreement with respect to foregoing provisions, (y) are entitled to enforce such provisions directly against such Approved Counterparty, and (z) must approve any waiver, amendment or modification of all such provisions, and (4) no Swap Agreements Agreement in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar monthshall be terminated, then the Borrower shall (i) promptly notify the Administrative Agent of such determinationunwound, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, cancelled or otherwise unwind or monetize existing Swap Agreements such thatdisposed of except to the extent permitted by Section 9.11; provided, at such timefurther, future volumes under commodity Swap Agreements will not exceed one hundred percent that nothing in this Section 9.17 (100%other than the immediately preceding clause (3)) shall restrict the ability of reasonably anticipated projected production for the then-current Loan Parties to enter into puts and any succeeding calendar monthsfloor contracts.

Swap Agreements. (a) The Parent and the Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: than (a) Swap Agreements (i) with a Secured Swap Agreements in respect of commodities with Provider or an Approved Counterparty fixing Counterparty, (ii) which have a price for a term tenor of not more than sixty months five (5) years, (iii) which are not, unless consented to by the Administrative Agent in its sole discretion, deferred premium puts, put spreads, call spreads or long calls and (iii) the notional volumes for which (when aggregated and netted 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) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (A) for any month during such notional volumes to be based upon the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected projections contained in the then-most recently delivered Reserve Report), (A) 85% of the reasonably projected production from the Proved Reserves attributable to the Oil and Gas Properties of the Loan Parties for each of crude oil, oil and natural gas, calculated separately, for each month during the period commencing on the month when such Swap Agreement is executed and natural gas liquids calculated separately ending 24 months later; and (2B) eighty-five percent (85%) 75% of the reasonably anticipated projected production from the Proved Reserves attributable to the Oil and Gas Properties constituting Proved Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any each month during the last three years period commencing on the 25th month after when such Swap Agreement is executed and ending on the 60th month after when such Swap Agreement is executed; provided, that if the Borrower and the Required Lenders agree in writing (including by email), then (x) the notional volumes referred to in this Section 9.17(a)(iii) (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) may instead not exceed a percentage of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from the Oil and Gas Properties constituting PDP Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided , that is reasonably acceptable to the Required Lenders and agreed to by the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) the projections of notional volume upon which the percentage referred to in clause (x) are based may be as are reasonably anticipated projected production from Oil acceptable to the Required Lenders and Gas Properties not then owned agreed to by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”)Borrower, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of a Secured Swap Provider which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money and do not have a tenor beyond the maturity date of the relevant Debt, in each case in the ordinary course of the Loan Parties’ business and not for speculative purposes, provided that each such contract is with an Approved Counterparty; provided that (b1) In 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than under the Security Instruments), (2) Swap Agreements shall only be entered into in the ordinary course of business (and not for speculative purposes), (3) any Swap Agreement with an Approved Counterparty that is not a Secured Swap Provider shall contain the following terms (each of which shall be subject to the prior written approval of the Administrative Agent): (i) an express acknowledgment of the Liens granted by the applicable Loan Party to the Administrative Agent (for the benefit of the Security Instruments as contemplated herein. (cLenders) If, after the end of any calendar monthamounts payable to such Loan Party under such Swap Agreement and that such Approved Counterparty has not taken and will not require any cash margin or other collateral or credit support to secure such Loan Party’s obligations thereunder, (ii) an agreement to pay all such amounts payable to such Loan Party (without deduction, counterclaim or setoff) to the Borrower determines Administrative Agent from and after delivery of a notice to such effect by the Administrative Agent to such Approved Counterparty, and (iii) an agreement that Administrative Agent and the aggregate notional volume Lenders (x) are third party beneficiaries to such Swap Agreement with respect to foregoing provisions, (y) are entitled to enforce such provisions directly against such Approved Counterparty, and (z) must approve any waiver, amendment or modification of all such provisions, and (4) no Swap Agreements Agreement in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar monthshall be terminated, then the Borrower shall (i) promptly notify the Administrative Agent of such determinationunwound, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, cancelled or otherwise unwind or monetize existing Swap Agreements such thatdisposed of except to the extent permitted by Section 9.11; provided, at such timefurther, future volumes under commodity Swap Agreements will not exceed one hundred percent that nothing in this Section 9.17 (100%other than the immediately preceding clause (3)) shall restrict the ability of reasonably anticipated projected production for the then-current Loan Parties to enter into puts and any succeeding calendar monthsfloor contracts.

Swap Agreements. (a) The Borrower Credit Parties will not, nor and will it not permit any other Credit Party of the Restricted Subsidiaries to, enter into (or, in the case of Section 9.16(a)(ii) below, permit to exist) any Swap Agreements with any Person other thanPerson, except: (i) Swap Agreements in respect of oil and gas commodities (x) with an Approved Counterparty fixing a price for a term of not more than sixty months and (y) the notional volumes for which (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid or swaps covering (A) basis differential swaps or (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed (A) executed, for any each calendar month during in the first two years remainder of the forthcoming then current calendar year and for the period of five year period, calendar years thereafter (I) the greater of (1) one hundred percent (100%) 80% of the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) % of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each such month of crude oil, natural gas, and natural gas liquids calculated separatelythe first twenty-four months during the period such Swap Agreement is in effect, and (BII) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) 100% of the reasonably anticipated projected production from the Borrower’s proved developed producing Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oilProperties, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) % of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties constituting Proved Reserves and (as reflected in the most recently delivered Reserve Report3) for each 50% of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties between for each such month of the delivery next thirty-six months during the period such Swap Agreement is in effect, in each case, for each of crude oil and natural gas, calculated separately, and as determined by reference to the Reserve Reports hereunder Report most recently delivered pursuant to Section 8.12 (which updates shall be provided the “Ongoing ▇▇▇▇▇▇”); (ii) In addition to the Ongoing ▇▇▇▇▇▇, in connection with a proposed or pending acquisition of Oil and Gas Properties (a “Proposed Acquisition”), the Credit Parties may, upon consultation with and approval from the Administrative Agent in writing and shall (such approval not to be in form and substance reasonably satisfactory to the Administrative Agentunreasonably withheld, conditioned or delayed) and (2) shall have the option to also enter into commodity incremental Swap Agreements with an Approved Counterparty (the “Acquisition ▇▇▇▇▇▇”) with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) Credit Parties’ reasonably anticipated projected production from the Borrower’s Oil and Gas Properties not then owned by to be acquired (x) with an Approved Counterparty and (y) the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) notional volumes for which one (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than swaps covering (A) basis differential or more (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the Credit Parties are scheduled to acquire date such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided thatSwap Agreement is executed, (I) the Credit Parties are greater of (1) 80% of the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties and (2) 85% of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties for each such month of the first twenty-four months during the period such Swap Agreement is in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition effect, and (II) if the greater of (1) 100% of the reasonably anticipated projected production from the Borrower’s proved developed producing Oil and Gas Properties, (2) 65% of the reasonably anticipated projected production from the Borrower’s proved Oil and Gas Properties and (3) 50% of the reasonably anticipated projected production from the Borrower’s Oil and Gas Properties, in each case, upon giving effect to such subject acquisition does not close for any reason on each such month of the next thirty-six months during the period such Swap Agreement is in effect, in each case, for each of crude oil and natural gas, calculated separately, and as determined by reference to the Reserve Report most recently delivered pursuant to Section 8.12, during the period between (i) the date required thereunderon which such Credit Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and (ii) the earliest of (A) the date of consummation of such Proposed Acquisition, including any binding extensions thereof, within thirty (30B) the date of termination of such Proposed Acquisition and (C) ninety (90) days after the date of execution of such required closing datedefinitive acquisition agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion). However, the Credit Parties shall unwind or otherwise terminate the all such incremental Swap Agreements entered into with respect to production a Proposed Acquisition must be terminated or unwound within ninety (90) days following the date of termination of such Proposed Acquisition (it being understood, for avoidance of doubt, that was the Acquisition ▇▇▇▇▇▇ may be permitted as Ongoing ▇▇▇▇▇▇ to the extent such Acquisition ▇▇▇▇▇▇ could be acquired thereunderentered into pursuant to this Section 9.16(a) in the absence of a Proposed Acquisition); and (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, (i) effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties or any Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Debt for borrowed moneymoney which bears interest at a fixed rate and (ii) effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties or their respective Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed at any time 100% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate. (b) In no event shall If, at any time, the Borrower determines that the notional amounts of Swap Agreement, other than a master Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit Agreements in respect of interest rates exceed 100% of the Security Instruments as contemplated hereinthen outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate, then the Borrower shall, within thirty (30) days of such determination, terminate, create off-setting positions or otherwise unwind existing Swap Agreements in order to comply with this Section 9.16. (c) If, after as of the end of any calendar monthfiscal quarter, the Borrower determines that the aggregate notional volume of all commodity Swap Agreements (other than swaps covering (A) basis differential or (B) oil spread timing risks, in respect of commodities each case on volumes already hedged pursuant to other Swap Agreements) for which settlement payments were calculated in such calendar month fiscal quarter exceeded one hundred percent (100%) of the actual production of Hydrocarbons in such calendar monthfiscal quarter, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))shall, within thirty (30) days after of such requestdetermination, terminate, create off-setting positions, positions or otherwise unwind or monetize existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent exceed, on a quarterly basis, the volume limitations imposed in Section 9.16(a) above for each subsequent monthly period after such fiscal quarter. (100%d) Notwithstanding anything to the contrary in this Section 9.16, there shall be no prohibition against the Borrower, any other Credit Party or any Restricted Subsidiary entering into any “put” contracts or commodity price floors with an Approved Counterparty so long as (i) 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, (ii) such agreements are not related to corresponding calls, collars or swaps and (iii) neither the Borrower nor any Restricted Subsidiary has any payment obligation other than premiums and charges the total amount of which are fixed and known at the time such agreement is entered into. (e) For purposes of entering into or maintaining Swap Agreement trades or transactions under Section 9.16(a) and Section 9.16(c), forecasts of reasonably anticipated production from the Credit Parties’ Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement or as otherwise projected by a Responsible Officer of the Borrower and acceptable to the Administrative Agent shall be revised to account for any increase or decrease therein anticipated based on information obtained by the Credit Parties and delivered to the Administrative Agent subsequent to the publication of such Reserve Report or projection, including the Credit Parties’ internal forecasts of production decline rates for existing ▇▇▇▇▇ and additions to or deletions from anticipated future production from new ▇▇▇▇▇, completed acquisitions coming on stream or failing to come on stream and Dispositions of Oil and Gas Properties; provided that (A) any such supplemental information shall be in form and detail reasonably satisfactory to the Administrative Agent and (B) if any such supplemental information is delivered, such information shall be presented on a net basis (i.e., it shall take into account both increases and decreases in anticipated production subsequent to publication of the most recent Reserve Report). (f) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the then-current and Borrower or any succeeding calendar monthsCredit Party to post collateral, credit support (including in the form of letters of credit) or margin (other than, in each case, pursuant to the Security Instruments) to secure their obligations under such Swap Agreement or to cover market exposures. (g) For the purposes of this Section 9.16, 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.

Swap Agreements. (a) The Neither the Borrower nor any of its Subsidiaries will not, nor will it permit any other Credit Party be a party to, or enter into into, any Swap Agreements with any Person other than: than (i) Swap Agreements in respect of commodities (A) with an Approved Counterparty fixing a price for a term of not more than sixty months and Counterparty, (B) 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) do not exceed, as of the date such Swap Agreement is executed executed, the Borrower’s projected monthly production (Abased on the Borrower’s reasonable business judgment and consistent application of petroleum engineering methodologies for estimating Proved Developed Producing Reserves) for any the immediately following twelve (12) month during the first two years period (provided, however, such projection shall not be more than 115% of the forthcoming five year period, Proved Developed Producing Reserves forecast for the greater of same twelve (112) one hundred percent (100%month period derived from the most recent Reserve Report delivered to the Administrative Agent using the then strip pricing) of or more than the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Proved Developed Producing Reserves (as reflected from the most recent Reserve Report or quarterly update thereof prepared by the Borrower in the most recently delivered Reserve Reportordinary course of business for the period 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 executed, calculated separately for each of crude oil, oil and natural gas, ; and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 90% of the then outstanding principal amount of the Borrower’s Debt for borrowed moneymoney which bears interest at a floating rate. Notwithstanding anything to the contrary in clause (i)(B) above, the Proved Developed Producing Reserves projection that must be used in determining the maximum allowable hedging shall be based on the then strip pricing. (b) The prohibitions set forth in clause (i) of Section 9.17(a) above shall not apply to Swap Agreements executed by the Borrower or any of its Subsidiaries in connection with an acquisition of Oil and Gas Properties or Persons owning Oil and Gas Properties for a period of 90 days after the date of execution of such Swap Agreements; provided that, (i) such Swap Agreements are with an Approved Counterparty; and (ii) Constellation Energy Group, Inc. or a Person approved in writing by Administrative Agent has guaranteed the obligations of the Borrower and/or its Subsidiaries under such Swap Agreements pursuant to a written guarantee agreement in favor of Administrative Agent for the benefit of the Lenders in a form reasonably acceptable to the Administrative Agent which shall (A) be sufficient to guarantee the principal amount of the obligations of the Borrower and/or its Subsidiaries under such Swap Agreements, which at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and/or its Subsidiaries would be required to pay if such Swap Agreement were terminated at such time and (B) be effective until such Swap Agreements are terminated or (x) the notional volumes for Swap Agreements (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed 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, and (y) the notional volumes for such Swap Agreements do not exceed the current net monthly production (regardless of projected production levels), calculated separately for each of crude oil and natural gas. (c) 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 as to which an upfront premium has been paid, contain have any requirement, agreement or covenant for the Borrower or any Credit Party of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures. Notwithstanding anything to the benefit of the Security Instruments as contemplated herein. (c) Ifcontrary in this Section 9.17, after the end of any calendar month, there shall be no prohibition against the Borrower determines that entering into any “put” contracts or commodity price floors so long as such agreements are entered into for non-speculative purposes and in the aggregate notional volume ordinary course of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production business for the then-current and any succeeding calendar monthspurpose of hedging against fluctuations of commodity prices.

Swap Agreements. (a) The Each of Parent and the Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements between a Loan Party and an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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) do not exceed, as of the date such Swap Agreement is executed exceed (Ax) for any month during the first two years 36 month period following any date of the forthcoming five year perioddetermination, the greater of (1) one hundred eighty percent (10080%) of the reasonably anticipated projected production from proved reserves from Oil and Gas Properties constituting PDP Reserves (as reflected such production is projected in the most recently recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement) for each month during such period for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately and (2y) for any month during the 24 month period beginning 37 months following any date of determination (and, for the avoidance of doubt, ending with the 60th month following such date of determination), eighty-five percent (85%) of the reasonably anticipated projected production from proved developed producing reserves from Oil and Gas Properties constituting Proved Reserves (as reflected such production is projected in the most recently recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement) for each month during such period for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately; provided, that, in each case, (A) 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) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity such Swap Agreements with an Approved Counterparty with shall not, in any case, have a tenor of greater than five (5) years. It is understood that Swap Agreements in respect of commodities which may, from time to (x) such updated projected production and subject to time, “hedge” the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties same volumes, but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more different elements of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions commodity risk thereof, within thirty (30) days of such required closing date, shall not be aggregated together when calculating the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderforegoing limitations on notional volumes; and (ii) Swap Agreements entered into by a Loan Party in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 80% of the then outstanding principal amount of the Borrower’s Debt for borrowed moneyall such Indebtedness. (b) 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 as to which an upfront premium has been paid, (i) contain any requirement, agreement or covenant for any Credit Party Guarantor to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein.Instruments) or (ii) provide for the sale by any Loan Party of physical Hydrocarbons in exchange for cash in the ordinary course of its business; (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; (e) If, after the end of any calendar month, the Borrower determines that the aggregate notional 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 one hundred percent (100%) % of actual production of Hydrocarbons crude oil, natural gas and natural gas liquids, calculated separately, in such calendar month, then then, to the Borrower extent necessary, the applicable Loan Party shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, allocate volumes to other production any Loan Party is marketing, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Parent and the Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: than (a) Swap Agreements (i) with a Secured Swap Agreements in respect of commodities with Provider or an Approved Counterparty fixing Counterparty, (ii) which have a price for a term tenor of not more less than sixty months five (5) years and (iii) the notional volumes for which (when aggregated and netted 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) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (A) for any month during such notional volumes to be based upon the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected projections contained in the then-most recently delivered Reserve Report), (A) 90% of the projected production from the Proved Reserves classified as Developed Producing Reserves attributable to the Oil and Gas Properties of the Loan Parties for each of crude oil, oil and natural gas, calculated separately, for each month during the period commencing on the month when such Swap Agreement is executed and natural gas liquids calculated separately ending 30 months later; and (2B) eighty-five percent (85%) 80% of the reasonably anticipated projected production from the Proved Reserves classified as Developed Producing Reserves attributable to the Oil and Gas Properties constituting Proved Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any each month during the last three years period commencing on 31st month after when such Swap Agreement is executed and ending on the 60th month after when such Swap Agreement is executed; provided that if the Borrower and the Required Lenders agree in writing (including by email), then (x) the notional volumes referred to in this Section 9.17(a)(iii) (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) may instead not exceed a percentage of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from the Oil and Gas Properties constituting PDP Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided , that is reasonably acceptable to the Required Lenders and agreed to by the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) the projections of notional volume upon which the percentage referred to in clause (x) are based may be as are reasonably anticipated projected production from Oil acceptable to the Required Lenders and Gas Properties not then owned agreed to by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided thatBorrower, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of a Secured Swap Provider which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money and do not have a tenor beyond the maturity date of the relevant Debt, and (bc) In Swap Agreements entered into by a Loan Parties with the purpose and effect of fixing prices on currency expected to be exchanged (x) from Dollars into Australian dollars or (y) from Australian dollars into Dollars, in each case in the ordinary course of the Loan Parties’ business and not for speculative purposes, provided that at all times: (i) no such Swap Agreements fixes a price for a period later than 12 months after such contract is entered into, (ii) the Loan Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Swap Agreements is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Swap Agreements for such month is settled, (iv) each such contract is with an Approved Counterparty and (v) unless such Swap Agreement is being entered into in connection with an issuance of Equity Interests of Parent, the Administrative Agent has consented to the entry into such Swap Agreements; provided that (1) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein. Instruments), (c2) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements shall only be entered into in the ordinary course of business (and not for speculative purposes), and (3) no Swap Agreement in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar monthshall be terminated, then the Borrower shall (i) promptly notify the Administrative Agent of such determinationunwound, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, cancelled or otherwise unwind or monetize existing Swap Agreements such thatdisposed of except to the extent permitted by Section 9.11; provided, at such timefurther, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) that nothing in this Section 9.17 shall restrict the ability of reasonably anticipated projected production for the then-current Loan Parties to enter into puts and any succeeding calendar monthsfloor contracts.

Swap Agreements. (a) The Parent, OP LLC and the Borrower will not, nor and will it not permit any other Credit Party Subsidiary to, enter into any Swap Agreements with any Person other than: (i) than Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for a term of not more than sixty months and 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) do not exceed, as of the date such Swap Agreement is executed (A) and for any each month during the first two years of period during which such Swap Agreement is in effect), for each full calendar month during the forthcoming five year periodsixty (60) consecutive full calendar months following the date of determination, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated production for each of crude oil and natural gas, calculated separately, in each case, as such production is projected production from the Borrower’s and its Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as reflected in set forth on the most recently recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement; provided, that (x) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to may update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to such projections by providing the Administrative Agent an internal report prepared by or under the supervision of the chief engineer of the Borrower and any additional informational reasonably requested by the Administrative Agent that is, in writing and shall be in form and substance each case, reasonably satisfactory to the Administrative Agent) Agent (and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or other production improvements and subject to the volume limitations set forth in this Section 9.14(aany dispositions, well shut-ins and other reductions of, or decreases to, production) and (y) reasonably anticipated projected production from Oil the Borrower may purchase puts and Gas Properties not then owned by floors the Credit Parties notional volumes for which exceed the foregoing percentage limitations (but which are subject do not cause all notional volumes hedged to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more exceed 100% of the Credit Parties Current Production for any period beyond the last day of the second calendar year following the calendar year in which such puts and/or floors are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”purchased), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate and Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (bwhen 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, any Permitted Bond Hedge Transaction(s), and any Permitted Warrant Transaction. In no event shall any Swap Agreement contain any requirement for the Borrower or any Subsidiary to post, during the term of this Agreement, other than a master Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures, and in no event shall any Swap Agreements in respect of interest rates have a term beyond 48 months from the benefit date of the Security Instruments as contemplated herein. (c) If, after the end of execution thereof or any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) have a term beyond 60 months from the date of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsexecution thereof.

Swap Agreements. (a) The Holdings and the Borrower will not, nor and will it not permit any of the other Credit Party Parties to, enter into or permit to exist any speculative Swap Agreements or any other Swap Agreements with any Person other thanPerson, except: (i) Swap Agreements in respect of oil and gas commodities entered into by a Credit Party (x) with an Approved Counterparty fixing a price for a term of not more than sixty months and (y) the notional volumes for which (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than put or floor options as to which an upfront premium has been paid or swaps covering basis differential swaps on volumes already hedged pursuant to other Swap AgreementsAgreements and other than the repurchase (whether effectuated via mutually negotiated close-out or purchase of offsetting options) of sold call transactions (or the expirations thereof) in existence on the Bankruptcy Exit Date (as they may be novated on or after the Effective Date), and counting the volumes subject to a collar or swap as a single hedged volume for purposes of this calculation) do not exceed, as of the date such Swap Agreement is executed executed, for each fiscal quarter in the remainder of the then current calendar year and for the period of five calendar years thereafter, 85% (provided that (1) for each fiscal quarter ending in the calendar year 2023, such percentage shall be 100% and (2) for each fiscal quarter ending in the calendar year 2024, such percentage shall be 90%) of the reasonably anticipated projected production from the Credit Parties’ proved Oil and Gas Properties for each such fiscal quarter, for each of crude oil, natural gas and natural gas liquids, calculated separately, and as determined by reference to the Initial Reserve Report or the Reserve Report most recently delivered pursuant to Section 8.12 (the “Ongoing ▇▇▇▇▇▇”); (ii) In addition to the Ongoing ▇▇▇▇▇▇, in connection with a proposed or pending acquisition of Oil and Gas Properties (a “Proposed Acquisition”), the Credit Parties may, upon consultation with and approval from the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) also enter into incremental Swap Agreements (the “Acquisition ▇▇▇▇▇▇”) with respect to the reasonably anticipated projected production to be acquired by the Credit Parties (x) with an Approved Counterparty and (y) the notional volumes for which (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than swaps covering (A) basis differential or (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements and other than the repurchase (whether effectuated via mutually negotiated close-out or purchase of offsetting options) of sold call transactions (or the expirations thereof) in existence on the Bankruptcy Exit Date (as they may be novated on or after the Effective Date) and counting the volumes subject to a collar as a single hedged volume for any month during the first two years purposes of this calculation) do not exceed, as of the forthcoming five year perioddate such Swap Agreement is executed, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from the Credit Parties’ proved Oil and Gas Properties constituting PDP Reserves (as reflected in for each such fiscal quarter of the most recently delivered Reserve Report) first thirty-six months following the date such Swap Agreement is executed, for each of crude oil, natural gas, gas and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oilliquids, natural gas, and natural gas liquids calculated separately, and as determined by reference to the Reserve Report most recently delivered pursuant to Section 8.12, during the period between (i) the date on which such Credit Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and (ii) the earliest of (A) the date of consummation of such Proposed Acquisition, (B) for any month during the last three years date of the forthcoming five year period, the greater termination of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately such Proposed Acquisition and (2C) sixty-five percent ninety (65%90) days after the date of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves execution of such definitive acquisition agreement (or such longer period as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent may agree in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) its sole discretion). However, all such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the incremental Swap Agreements entered into with respect to production a Proposed Acquisition must be terminated or unwound within forty-five (45) days (or such later date as the Administrative Agent may agree to in its sole discretion) following the date of termination of such Proposed Acquisition (it being understood, for avoidance of doubt, that was the Acquisition ▇▇▇▇▇▇ may be permitted as Ongoing ▇▇▇▇▇▇ to the extent such Acquisition ▇▇▇▇▇▇ could be acquired thereunderentered into pursuant to this Section 9.16(a) in the absence of a Proposed Acquisition); and (iiiii) Swap Agreements entered into by a Credit Party in respect of interest rates with an Approved Counterparty, (i) effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five 75% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and (ii) effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect effectively converting interest rates from floating to fixed) do not exceed at any time one hundred percent (75100%) of the then outstanding principal amount of the Borrower’s Debt for borrowed moneymoney which bears interest at a floating rate. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of at any calendar monthtime, the Borrower determines that the aggregate notional volume amounts of all Swap Agreements in respect of commodities for such calendar month exceeded interest rates exceed one hundred percent (100%) of actual production the then outstanding principal amount of Hydrocarbons in such calendar monththe Borrower’s Debt for borrowed money which bears interest at a floating rate, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))shall, within thirty (30) days after of such requestdetermination (or such later date as the Administrative Agent may agree to in its sole discretion), terminate, create off-setting positions, positions or otherwise unwind existing Swap Agreements in order to comply with this Section 9.16. (c) If, as of the end of any fiscal quarter, the Borrower determines that the aggregate volume of all commodity Swap Agreements (other than swaps covering (A) basis differential or monetize (B) oil spread timing risks, in each case on volumes already hedged pursuant to other Swap Agreements and other than the repurchase (whether effectuated via mutually negotiated close-out or purchase of offsetting options) of sold call transactions (or the expirations thereof) in existence on the Bankruptcy Exit Date (as they may be novated on or after the Effective Date)) for which settlement payments were calculated in such fiscal quarter exceeded the actual production of Hydrocarbons in such fiscal quarter, then the Borrower shall, within thirty (30) days (or such later date as the Administrative Agent may agree to in its sole discretion) of such determination, terminate, create off-setting positions or otherwise unwind existing Swap Agreements such that, at such time, future hedging volumes under will not exceed, on a quarterly basis, the volume limitations imposed in Section 9.16(a) above for each subsequent fiscal quarter period after such fiscal quarter. (d) Without prejudice to the Borrower’s right to repurchase sold call transactions in existence on the Bankruptcy Exit Date (as they may be novated on or after the Effective Date), the Credit Parties shall not enter into or maintain any commodity Swap Agreements will other than (i) basis differential swaps and basis hedging arrangements, (ii) swap agreements covering identical volumes of crude oil, natural gas or natural gas liquids and identical fiscal quarters and (iii) collars covering identical volumes of crude oil, natural gas or natural gas liquids and identical fiscal quarters. (e) Notwithstanding anything to the contrary in this Section 9.16, there shall be no prohibition against the Borrower, any other Credit Party or any Restricted Subsidiary entering into any commodity “put” contracts or commodity price floors with an Approved Counterparty so long as (i) 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, (ii) such agreements are not exceed one hundred percent related to corresponding calls, collars or swaps and (100%iii) neither the Borrower nor any Restricted Subsidiary has any payment obligation other than premiums and charges the total amount of which are fixed and known at the time such agreement is entered into. (f) For purposes of entering into or maintaining Swap Agreement trades or transactions under Section 9.16(a) and Section 9.16(c), forecasts of reasonably anticipated production from the Credit Parties’ Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement or as otherwise projected by a Responsible Officer of the Borrower and acceptable to the Administrative Agent shall be revised to account for any increase or decrease therein anticipated based on information obtained by the Credit Parties and delivered to the Administrative Agent subsequent to the publication of such Reserve Report or projection, including the Credit Parties’ internal forecasts of production decline rates for existing ▇▇▇▇▇ and additions to or deletions from anticipated future production from new ▇▇▇▇▇, completed acquisitions coming on stream or failing to come on stream and Dispositions of Oil and Gas Properties; provided that (A) any such supplemental information shall be in form and detail reasonably satisfactory to the Administrative Agent and (B) if any such supplemental information is delivered, such information shall be presented on a net basis (i.e., it shall take into account both increases and decreases in anticipated production subsequent to publication of the most recent Reserve Report). (g) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the then-current and Borrower, any succeeding calendar monthsCredit Party or any Restricted Subsidiary to post collateral, credit support (including in the form of letters of credit) or margin (other than, in each case, pursuant to the Security Instruments) to secure their obligations under such Swap Agreement or to cover market exposures, except for deposits expressly permitted by Section 9.03(f). (h) For the purposes of this Section 9.16, 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. (i) Neither the Borrower nor any Credit Party may assign, terminate or unwind any Swap Agreements if such action would have the effect of cancelling, offsetting or otherwise reducing its positions under such Swap Agreement unless a replacement Swap Agreement with the Borrower or another Credit Party is simultaneously put in place that maintains such positions.

Swap Agreements. (a) The Borrower will not, nor will it the Borrower permit any other Credit Party of its Restricted Subsidiaries or any Sponsored Partnership to, enter into any Swap Agreement, except (x) the Existing Swap Agreements, (y) the Permitted Convertible Notes Swap Agreements with any Person other than: and (iz) Swap Agreements in respect of commodities entered into with an Approved Counterparty fixing in the ordinary course of business and not for speculative purposes to: (a) hedge or mitigate Crude Oil, Natural Gas and Natural Gas Liquids price risks to which the Borrower, any Restricted Subsidiary or any Sponsored Partnership has actual exposure (whether or not treated as a price hedge for accounting purposes under GAAP); provided that at the time the Borrower (whether on its own behalf or on behalf of any Sponsored Partnership), any Restricted Subsidiary or any Sponsored Partnership enters into any such Swap Agreement, such Swap Agreement (x) does not have a term of not more greater than sixty (60) months from the date such Swap Agreement is entered into, and the notional volumes for which (y) when aggregated and netted with all other commodity Swap Agreements then in effect would not cause the aggregate notional volume per month for each of Crude Oil, Natural Gas and Natural Gas Liquids, calculated separately, under all Swap Agreements then in effect (other than put or floor options as Excluded ▇▇▇▇▇▇) to which an upfront premium has been paid or basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed executed, (A) for any month during the first two three years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2i) eighty-five percent (85%) of the reasonably anticipated projected “forecasted production from Oil and Gas Properties constituting Proved Reserves total proved reserves” (as reflected in defined below) of the most recently delivered Reserve Report) for each of crude oilBorrower, natural gasthe Restricted Subsidiaries, and natural gas liquids calculated separatelythe Sponsored Partnerships, taken as a whole or (ii) eighty-five percent (85%) of the “forecasted production from total proved reserves” of the Borrower and the Restricted Subsidiaries (including the Attributed Interests), and (B) for any month during the last three two years of the forthcoming five year period, the greater of (1i) eighty-five percent (85%) of the reasonably anticipated projected “forecasted production from proved producing reserves” (as defined below) of the Borrower, the Restricted Subsidiaries, and the Sponsored Partnerships, taken as a whole or (ii) eighty-five percent (85%) of the “forecasted production from proved producing reserves” of the Borrower and the Restricted Subsidiaries (including the Attributed Interests); provided, further, that so long as the Borrower and the Restricted Subsidiaries properly identify and consistently report such ▇▇▇▇▇▇ on the reports delivered pursuant to Section 6.01(j), the Borrower may utilize Crude Oil ▇▇▇▇▇▇ as a substitute for hedging Natural Gas Liquids; 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. As used in this Section 7.05, “forecasted production from proved producing reserves” and “forecasted production from total proved reserves” means the forecasted production from proved producing reserves or total proved reserves, as the case may be, of each of Crude Oil, Natural Gas Properties constituting PDP Reserves (and Natural Gas Liquids as reflected in the most recently recent Reserve Report delivered to the Administrative Agent pursuant to Section 6.10, after giving effect to any pro forma adjustments for the consummation of any Acquisitions or Dispositions since the effective date of such Reserve Report) for each ; provided that upon the execution and delivery of crude oila purchase agreement, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) merger agreement or other similar agreement by the Borrower or any Restricted Subsidiary in respect of the reasonably anticipated projected production from an Acquisition consisting directly or indirectly of Oil and Gas Properties constituting Proved Reserves Interests (as reflected in the most recently delivered Reserve Report) for each of crude oileach, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from a “Proposed Oil and Gas Properties between Acquisition”) and so long as the Aggregate Commitment Usage is less than ninety percent (90%) at the time of and immediately after giving effect thereto, “forecasted production from proved producing reserves” and “forecasted production from total proved reserves” as used in this Section 7.05 shall include, without duplication and until such Proposed Oil and Gas Acquisition is consummated in accordance with the terms of the underlying purchase agreement, merger agreement or other similar agreement or is terminated by written agreement among the parties or otherwise not consummated within 90 days after execution and delivery of Reserve Reports hereunder such agreement (which updates shall be provided or such longer period of time as acceptable to the Administrative Agent in writing its sole discretion), the projected production from the Oil and shall be Gas Interests subject to such Proposed Oil and Gas Acquisition (the “Projected Oil and Gas Volumes”) as reflected in a separate report delivered to the Administrative Agent meeting the requirements of a Reserve Report and otherwise in form and substance reasonably satisfactory to the Administrative Agent) and (2) . Except as otherwise permitted in Section 7.03 or required under Section 6.16, in no event shall have the option to Borrower, any Restricted Subsidiary or any Sponsored Partnership enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to any Hedge Modification without the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more prior written consent of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), Required Lenders; provided that, (I) the Credit Parties are in compliance with for purposes of this Section 9.14(a) after giving pro forma effect 7.05, a Hedge Modification shall not be deemed to such subject acquisition and (II) have occurred if such subject acquisition does not close for any reason on Swap Agreement is novated from the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect existing counterparty to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, with the notional amounts of which (when aggregated with all other Swap Agreements of Borrower or the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) In no event shall any Swap Agreement, other than a master Swap Agreement pursuant to which any applicable Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant being the “remaining party” for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent purposes of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsnovation.

Swap Agreements. (a) The Borrower Issuer will not, nor and will it not permit any other Credit Party Group Member to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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 AgreementsPermitted Basis Differential Swaps) do not exceed, as of the date such Swap Agreement is executed entered into (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred ninety percent (10090%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Issuer’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately (it being understood that natural gas liquids may be hedged with Swap Agreements for natural gas, in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis), for the period of twenty-four (24) months following the date such Swap Agreement is entered into and (2B) eighty-five ninety percent (8590%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from the Issuer’s and its Restricted Subsidiaries’ proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids, calculated separately (it being understood that natural gas liquids calculated separatelymay be hedged with Swap Agreements for natural gas, in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis) for the period of twenty-five (25) to sixty (60) months following the date such Swap Agreement is entered into; provided that (x) the Issuer may update the projections referenced in Section 7.17(a)(i)(A) and Section 7.17(a)(i)(B) above (as well as Section 7.17(a)(ii)(A) below) by providing the Agent an internal report prepared by or under the supervision of the chief engineer of the Issuer and its other Group Members and any additional informational reasonably requested by the AgentDesignated Holder or the Requesting Purchasers that is, in each case, reasonably satisfactory to the AgentDesignated Holder (and shall include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or other production improvements and any dispositions, well shut-ins and other reductions of, or decreases to, production) and (By) any Swap Agreements shall not, in any case, have a tenor of greater than five (5) years; provided further that the foregoing limitations shall not apply to purchased put options or floors for Hydrocarbons that are not related to corresponding calls, collars or swaps and with respect to which any Group Member has no payment obligation other than premiums and charges the total amount of which are fixed and known at the time such transaction is entered into; (ii) in connection with a proposed acquisition by the Issuer or its Restricted Subsidiaries of Oil and Gas Properties pursuant to a binding and enforceable purchase and sale agreement and in addition to the Swap Agreements permitted to be entered into pursuant to Section 7.17(a)(i), Swap Agreements with Approved Counterparties in respect of commodities entered into not for speculative purposes; provided that: (A) the notional volumes for which (exclusive of puts and floors on volumes already hedged pursuant to other Swap Agreements for which the total amount of obligations thereunder are known and fixed at the time such transaction is entered into and Permitted Basis Differential Swaps) do not exceed, as of the date such Swap Agreement is entered into (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement (subject to the terms of the proviso in Section 7.17(a)(i)(x))) and for each month during the last three years of the forthcoming five year period, the greater of (1) eighty-five period during which such Swap Agreement is in effect fifteen percent (8515%) of the reasonably anticipated projected production from Proved Reserves from the Issuer’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately (it being understood that natural gas liquids may be hedged with Swap Agreements for natural gas in which case any such Swap Agreements for natural gas shall be measured as counting toward the amount notional volumes of natural gas liquids which are permitted to be subject to Swap Agreements hereunder on a BTU equivalent basis) for the period of thirty-six (36) months following the date such Swap Agreement is entered into; (B) such Swap Agreements are entered into on or after the date on which the Issuer or any of its Restricted Subsidiaries signs such a binding and (2) sixty-five percent (65%) enforceable purchase and sale agreement in connection with such proposed acquisition of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves Properties; (as reflected C) such Swap Agreements shall not, in any case, have a tenor of greater than three (3) years; and (D) the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) Issuer shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided Unwind such Swap Agreements to the Administrative Agent in writing and shall extent necessary to be in form and substance reasonably satisfactory to compliance with the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a7.17(a)(i) and on the earliest of (y1) reasonably anticipated projected production from the date of consummation of such proposed acquisition of Oil and Gas Properties not then owned by Properties, (2) the Credit Parties but which are subject date that is 90 days after the execution of the purchase and sale agreement relating to a binding purchase agreement (in form and substance reasonably satisfactory such acquisition to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire extent that such Oil and Gas Properties within the applicable period (a “subject acquisition”)acquisition has not been consummated by such date, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II3) if any Note Party knows with reasonable certainty that such subject acquisition does will not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of be consummated or such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderpurchase and sale agreement is terminated; and (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Issuer and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 80% of the then outstanding principal amount of all the BorrowerIssuer’s Debt Indebtedness for borrowed money.money which bears interest at a floating rate; (b) In 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party Group Member to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein.Instruments); (c) IfSwap 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 7.11; and (e) if, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month exceeded one hundred percent and the preceding calendar month (other than Permitted Basis Differential Swaps) exceeded, or will exceed, 100%) % of actual production of Hydrocarbons crude oil, natural gas and natural gas liquids, calculated separately, in such calendar monthmonths, then the Borrower Issuer shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, allocate volumes to other production the Issuer or any Subsidiary is marketing, or otherwise unwind or monetize Unwind existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production from proved, developed producing Oil and Gas Properties for each of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Group Member to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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) do not exceed, as of the date such Swap Agreement is executed entered into (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred ninety percent (10090%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately separately, for the period of thirty six (36) months following the date such Swap Agreement is entered into and (2B) eighty-seventy five percent (8575%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separatelyseparately for the period of thirty seven (37) to sixty (60) months following the date such Swap Agreement is entered into; provided that (x) the Borrower may update the projections referenced in Section 9.17(a)(i)(A) and Section 9.17(a)(i)(B) above (as well as Section 9.17(a)(ii)(A) below) by providing the Administrative Agent an internal report prepared by or under the supervision of the chief engineer of the Borrower and its other Group Members and any additional informational reasonably requested by the Administrative Agent that is, in each case, reasonably satisfactory to the Administrative Agent (and shall include new reasonably anticipated Hydrocarbon production from new w▇▇▇▇ or other production improvements and any dispositions, well shut-ins and other reductions of, or decreases to, production) and (By) any Swap Agreements shall not, in any case, have a tenor of greater than five (5) years; provided further that the foregoing limitations shall not apply to purchased put options or floors for Hydrocarbons that are not related to corresponding calls, collars or swaps and with respect to which any Group Member has no payment obligation other than premiums and charges the total amount of which are fixed and known at the time such transaction is entered into; (ii) in connection with a proposed acquisition by the Borrower or its Restricted Subsidiaries of Oil and Gas Properties pursuant to a binding and enforceable purchase and sale agreement and in addition to the Swap Agreements permitted to be entered into pursuant to Section 9.17(a)(i)(A), Swap Agreements with Approved Counterparties in respect of commodities entered into not for speculative purposes; provided that: (A) the notional volumes for which (exclusive of puts, floors and basis differential swaps on volumes already hedged pursuant to other Swap Agreements for which the total amount of obligations thereunder are known and fixed at the time such transaction is entered into) do not exceed, as of the date such Swap Agreement is entered into (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement (subject to the terms of the proviso in Section 9.17(a)(i)(x)) and for each month during the last three years of the forthcoming five year period, the greater of (1period during which such Swap Agreement is in effect) eighty-five fifteen percent (8515%) of the reasonably anticipated projected production from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately for the period of thirty six (36) months following the date such Swap Agreement is entered into; (B) such Swap Agreements are entered into on or after the date on which the Borrower or any of its Restricted Subsidiaries signs such a binding and (2) sixty-five percent (65%) enforceable purchase and sale agreement in connection with such proposed acquisition of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves Properties; (as reflected C) such Swap Agreements shall not, in the most recently delivered Reserve Reportany case, have a tenor of greater than three (3) for each of crude oil, natural gas, and natural gas liquids calculated separatelyyears; provided that and (D) the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided Unwind such Swap Agreements to the Administrative Agent in writing and shall extent necessary to be in form and substance reasonably satisfactory to compliance with the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a9.17(a)(i) and on the earliest of (y1) reasonably anticipated projected production from the date of consummation of such proposed acquisition of Oil and Gas Properties not then owned by Properties, (2) the Credit Parties but which are subject date that is 90 days after the execution of the purchase and sale agreement relating to a binding purchase agreement (in form and substance reasonably satisfactory such acquisition to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire extent that such Oil and Gas Properties within the applicable period (a “subject acquisition”)acquisition has not been consummated by such date, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II3) if any Loan Party knows with reasonable certainty that such subject acquisition does will not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of be consummated or such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderpurchase and sale agreement is terminated; and (iiiii) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 80% of the then outstanding principal amount of all the Borrower’s Debt Indebtedness for borrowed money.money which bears interest at a floating rate; (b) In 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party Group Member to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein.Instruments); (c) IfSwap 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 monthFiscal Quarter, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month exceeded one hundred percent Fiscal Quarter and the preceding Fiscal Quarter (other than basis differential swaps on volumes hedged by other Swap Agreements) exceeded, or will exceed, 100%) % of actual production of Hydrocarbons crude oil, natural gas and natural gas liquids, calculated separately, in such calendar monthFiscal Quarter, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, allocate volumes to other production the Borrower or any Subsidiary is marketing, or otherwise unwind or monetize Unwind existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production from proved, developed producing Oil and Gas Properties for each of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any succeeding calendar monthsFiscal Quarters.

Swap Agreements. On each April 1st and October 1st, the Loan Parties shall be party to Swap Agreements (including without limitation puts and floors) in respect of commodities the net 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)) equal at least: (a) (i) 65% of the reasonably anticipated Hydrocarbon production from the Group Member’s total proved developed producing reserves as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period from such April 1st and October 1st, as applicable, and (ii) 35% of the reasonably anticipated Hydrocarbon production from the Group Member’s total proved developed producing reserves as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period thereafter; and (b) (i) 50% of the reasonably anticipated Hydrocarbon production from the Group Member’s total proved developed producing reserves of natural gas as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period from such April 1st and October 1st, as applicable, and (ii) 25% of the reasonably anticipated Hydrocarbon production from the Group Member’s total proved developed producing reserves of natural gas as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 12 month period thereafter. The Borrower will not, nor will amounts set forth in Sections 8.l5(a) and (b) being the “Minimum Required Volume”.” 2.4 Amendment to Section 9.17(a)(i). Section 9.17(a)(i) is hereby amended by deleting such Section in its entirety and replacing it permit any other Credit Party to, enter into any Swap Agreements with any Person other thanthe following: (i) Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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) do not exceed, as of the date such Swap Agreement is executed entered into (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred ninety percent (10090%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately separately, for the period of thirty six (36) months following the date such Swap Agreement is entered into and (2B) eighty-seventy five percent (8575%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from Proved Reserves from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as reflected for each month during the period which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately, separately for the period of thirty seven (37) to seventy two (72) months following the date such Swap Agreement is entered into: provided that (x) the Borrower may update the projections referenced in Section 9.17(a)(i)(A) and (BSection 9.17(a)(i)(B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves above (as reflected in the most recently delivered Reserve Reportwell as Section 9.17(a)(ii)(A) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2below) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to by providing the Administrative Agent an internal report prepared by or under the supervision of the chief engineer of the Borrower and its other Group Members and any additional information reasonably requested by the Administrative Agent that is, in writing and shall be in form and substance each case, reasonably satisfactory to the Administrative Agent) Agent (and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected include new reasonably anticipated Hydrocarbon production from new w▇▇▇▇ or other production improvements and subject to the volume limitations set forth in this Section 9.14(aany dispositions. well shut-ins and other reductions of, or decreases to, production) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned any Swap Agreements shall not, in any case, have a tenor of greater than six (6) years (provided that a Swap Agreement that may be or is extended by the Credit Parties but which are subject exercise of an option to extend such a binding purchase agreement Swap Agreement for an additional term of up to sixty (in form and substance reasonably satisfactory to 60) months at the Administrative Agent) for which one or more end of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days initial term of such required closing dateSwap Agreement is permitted); provided further that the foregoing limitations shall not apply to purchased put options or floors for Hydrocarbons that are not related to corresponding calls, the Credit Parties shall unwind collars or otherwise terminate the Swap Agreements entered into swaps and with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, which any Group Member has no payment obligation other than premiums and charges the notional amounts total amount of which (when aggregated with all other Swap Agreements of are fixed and known at the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under time such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.transaction is entered into;”

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party of the Restricted Subsidiaries to, enter into any Swap Agreements with any Person other than: than (i) Swap Agreements in respect of commodities (A) with an Approved Counterparty fixing a price for a term of not more than sixty months and Counterparty, (B) 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 90% of the reasonably anticipated projected production from their Oil and Gas Properties constituting PDP Reserves (which are classified as reflected proved developed producing as of the date such Swap Agreement is entered into for each month during which such Swap Agreement is in place for each of crude oil and natural gas, calculated separately and determined by reference to the most recently delivered Reserve ReportReport and (C) for each a tenor of crude oilno more than 60 months after such Swap Agreement is entered into, natural gas, and natural gas liquids calculated separately and provided that if such Swap Agreements exceed the greater of (2I) eighty-five percent (85%) the daily average of 100% of the reasonably anticipated projected actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as reflected in for the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separatelyrecent month, and (BII) for any month during the last three years daily average of 100% of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected in for the most recently delivered Reserve Report) for recent week, in each of crude oil, natural gascase based on reports available to the Borrower at such time, and natural gas liquids calculated separately and such condition (2either I or II) sixtylasts for a period of 90 days, the Borrower shall terminate, create off-five percent setting positions, or otherwise unwind existing Swap Agreements within fifteen (65%15) days after the end of such month in which Swap Agreements exceed 100% of the reasonably anticipated projected production from Oil actual production; and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved CounterpartyCounterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and the Restricted Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) money which bears interest at a floating rate. In no event shall any Swap Agreement, Agreement (other than a master Secured Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, Agreements) contain any requirement, agreement or covenant for the Borrower or any Credit Party Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. (b) In addition to the Swap Agreements permitted by Section 9.18(a), a Loan Party may enter into Swap Agreements (“Acquisition Swaps”) for production to be produced from properties or interests that a Loan Party proposes to acquire but does not then own (each, a “Pro Forma Property”) if such Acquisition Swaps (i) are with an Approved Counterparty, (ii) are entered into after the purchase and sale agreement with respect to such Pro Forma Property has been fully executed, and (iii) do not exceed the volume and term limitations set forth in Section 9.18(a) determined on a pro forma basis as if the Pro Forma Properties were owned by a Loan Party. The Borrower agrees that, if a Loan Party has outstanding Acquisition Swaps, the Borrower shall, or shall cause other than Loan Parties to, terminate, create offsetting positions or otherwise unwind Swap Agreements to the benefit extent necessary to comply with the volume requirements of Section 9.18(a) determined without inclusion of any production from such Pro Forma Property within 15 days after the Security Instruments as contemplated hereinearlier to occur of (A) 180 days after the date the applicable purchase and sale agreement was entered into if the acquisition of such Pro Forma Property has not been consummated, or (B) the date the Borrower obtains knowledge with reasonable certainty that the acquisition of such Pro Forma Property will not be consummated. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all No Swap Agreements in respect of commodities shall be entered into for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsspeculative purposes.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party of the Guarantors to, enter into any Swap Agreements Agreement with any Person other than: (i) Swap Agreements in respect of commodities entered into with an Approved Counterparty fixing Counterparties and not for speculative purposes and with a price for a term duration no longer than five years from the date the applicable Swap Agreement is entered into; provided that the aggregate notional volume of not more than sixty months such commodities per year (with volumes of oil and volumes of gas calculated separately), under all such Swap Agreements of the Borrower and the notional volumes for which (when aggregated with other commodity Swap Agreements Guarantors then in effect other than put shall not, at the time each transaction under any such Swap Agreement is entered into, exceed (A) 90% of the anticipated projected production from proved, developed, producing Oil and Gas Properties attributable to oil for each calendar year, or floor options (B) 90% of the anticipated projected production from proved, developed, producing Oil and Gas Properties attributable to gas for each calendar year, in each case, as determined by reference to which an upfront premium has been paid the most recently delivered Reserve Report and after giving effect to (1) any pro forma adjustments for the consummation of any acquisitions or dispositions of Oil and Gas Properties since the effective date of such Reserve Report and (2) any adjustments for changes in the anticipated projected production from proved, developed, producing Oil and Gas Properties since the effective date of such Reserve Report based on the actual production of Hydrocarbons and set forth in the most recent monthly production report delivered to the Administrative Agent pursuant to Section 8.01(n); provided that, the limitation in this clause (i) shall not apply to (x) basis differential swaps on volumes already hedged pursuant to other Swap AgreementsAgreements or (y) do put options and price floors (including floors embedded in participating swaps or other similar transactions to the extent not exceed, as of the date such Swap Agreement is executed (Aoffset by calls) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty Hydrocarbons with respect to (x) such updated projected production and subject to which the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by Borrower or any Guarantor is the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days buyer of such required closing date, the Credit Parties shall unwind put options or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderprice floors; and (ii) Swap Agreements in respect of interest rates (A) with an Approved Counterparty, (B) with a duration that does not extend beyond the Maturity Date and (C) which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and the Guarantors then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) In money which bears interest at a floating rate, using the same index used to determine floating rates of interest on the indebtedness to be hedged. Other than the BNP Letter of Credit, 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party of the Guarantors to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures; provided that this sentence shall not prevent a Hedge Bank from requiring the benefit of obligations under its Swap Agreement with any Credit Party to be secured by the Security Instruments as contemplated hereinLiens granted to the Senior Administrative Agent under the Senior Revolving Credit Documents pursuant to the Senior Revolving Credit Documents. (cb) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the The Borrower shall (i) promptly notify not permit a Swap Event to occur without the Administrative Agent consent of such determination, and (ii) if requested by the Administrative Agent (which consent shall not be unreasonably conditioned, withheld or if otherwise necessary to ensure compliance with Section 9.14(adelayed)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such ; provided that, at the election of the Senior Administrative Agent, any such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) Event shall be consummated in connection with a Scheduled Redetermination or an Interim Redetermination of reasonably anticipated projected production for the then-current and any succeeding calendar monthsBorrowing Base pursuant to the Senior Revolving Credit Agreement.

Swap Agreements. (a) The Borrower will not, nor will it permit any other Credit Party 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 thanApproved 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; provided that at the time the Borrower or any Restricted Subsidiary enters into any such Swap Agreement, such Swap Agreement (i) Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for does not have a term of not more greater than sixty (60) months from the date such Swap Agreement is entered into, and the notional volumes for which (ii) when aggregated with all 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 (including the Existing Swap Agreements) do would not cause the aggregate notional volume per month for each of Crude Oil and Natural Gas, calculated separately, under all Swap Agreements then in effect (other than Excluded ▇▇▇▇▇▇) to exceed, as of the date such Swap Agreement is executed executed, (Ax) one hundred percent (100%) of the “forecasted production from total proved reserves” (as defined below) of the Borrower and the Restricted Subsidiaries for any month during the first two years of the forthcoming five year period, the greater of (1y) one hundred ninety percent (10090%) of the reasonably anticipated projected “forecasted production from Oil total proved reserves” of the Borrower and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) Restricted Subsidiaries for each any month during the third year of crude oil, natural gasthe forthcoming five year period, and natural gas liquids calculated separately and (2z) eighty-five percent (85%) of the reasonably anticipated projected “forecasted production from Oil total proved reserves” of the Borrower and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) Restricted Subsidiaries for any month during the last three years fourth and fifth year of the forthcoming five year period, the greater 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 (1) eighty-five percent (85%) of the reasonably anticipated projected any Credit Party. As used in this Section, “forecasted production from total proved reserves” means the forecasted production of Crude Oil and Natural Gas Properties constituting PDP Reserves (as reflected in the most recently 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) for each ; provided that upon the execution and delivery of crude oila purchase agreement, natural gasmerger agreement or other similar agreement by the Borrower or any Restricted Subsidiary in respect of an Acquisition consisting directly or indirectly of Oil and Gas Interests (each, a “Proposed Oil and natural gas liquids calculated separately and (2) sixty-five Gas Acquisition”), so long as the Revolving Commitments exceed the Aggregate Revolving Credit Exposure by at least fifteen percent (6515%) of the reasonably anticipated projected production from Revolving Commitments at the time of and immediately after giving effect thereto, Borrower or any Restricted Subsidiary may enter into Swap Agreements with a term of three (3) years or less which when aggregated with all other Swap Agreements then in effect for the Projected Oil and Gas Properties constituting Proved Reserves (as reflected Volumes included in such Proposed Oil and Gas Acquisition, would not cause the most recently delivered Reserve Report) aggregate notional volume per month for each of crude oilCrude Oil and Natural Gas, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option , under all such Swap Agreements then in effect with respect to update the reasonably anticipated projected production from such Proposed Oil and Gas Properties between Acquisition (other than Excluded ▇▇▇▇▇▇) to exceed, as of the date such Swap Agreement is executed, eighty percent (80%) of the Projected Oil and Gas Volumes for any month prior to the third anniversary of the date such agreement was executed and delivered by the parties thereto until such Proposed Oil and Gas Acquisition is consummated in accordance with the terms of the underlying purchase agreement, merger agreement or other similar agreement. In the event such Proposed Oil and Gas Acquisition is terminated or cancelled by written agreement among the parties or otherwise not consummated within 30 days after execution and delivery of Reserve Reports hereunder such agreement (which updates shall be provided or such longer period of time as acceptable to the Administrative Agent in writing its sole discretion), then within five (5) Business Days after such termination or the end of such 30 day (or longer) period, as applicable, the Borrower shall and shall cause the Restricted Subsidiaries to novate, unwind or otherwise dispose of all Swap Agreements to the extent necessary to be in form and substance reasonably satisfactory to compliance with the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in clause (a) of this Section 9.14(a7.05. Except as otherwise required pursuant to the immediately preceding paragraph, in the event any Credit Party enters into a Swap Agreement (including the Existing Swap Agreements), the terms and conditions of such Swap Agreement may not be amended or modified, nor may any Credit Party sell, assign, monetize, transfer, cancel or otherwise dispose of any of its rights and interests in any such Swap Agreement without the prior written consent of the Majority Lenders (it being understood that any Lender Counterparty may sell, assign, transfer, novate, or otherwise dispose of its rights and interests in any Swap Agreement to any Approved Counterparty at any time); provided that, notwithstanding the foregoing, any Credit Party may enter into a Swap Modification so long as (i) within three (3) Business Days thereafter, the Borrower provides written notice to the Administrative Agent of the terms of such Swap Modification, setting forth in reasonable detail, (x) the effect of such Swap Modification on the aggregate notional volume of Crude Oil and Natural Gas subject to the Credit Parties’ Swap Agreements and (y) reasonably anticipated projected production from the amount of Net Cash Proceeds received by such Credit Party as a result of such Swap Modification, (ii) the aggregate notional volume of Crude Oil and Natural Gas Properties affected by such Swap Modification, together with all other Swap Modifications consummated since the most recent Redetermination Date, does not then owned by exceed ten percent (10%) of the aggregate notional volume of Crude Oil and Natural Gas subject to the Credit Parties but which Parties’ Swap Agreements in effect as of the most recent Redetermination Date, and (iii) the Borrower applies the Net Cash Proceeds received by any Credit Party as a result of such Swap Modification to prepay the Loans. Each Credit Party and each Lender agrees and acknowledges that (i) the Existing Swap Agreements are subject Swap Agreements permitted under this Section 7.05, (ii) as of the Effective Date, the counterparty to each Existing Swap Agreement is a binding purchase agreement Lender Counterparty (or was a Lender Counterparty under and as defined in form and substance reasonably satisfactory to the Administrative AgentOriginal Credit Agreement), (iii) for which one or more the obligations EXCO CREDIT AGREEMENT – Page 104 of the Credit Parties under the Existing Swap Agreements are scheduled included in the defined term “Lender Hedging Obligations” and such obligations are entitled to acquire such Oil the benefits of, and Gas Properties within are secured by the applicable period (a “subject acquisition”)Liens granted under, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition Security Instruments and (IIiv) if such subject acquisition does not close for any reason on as of the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing dateEffective Date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect aggregate notional volume of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with Hydrocarbons under all other Swap Agreements of the Credit Parties then in effect) do effect does not exceed seventy-five percent the percentages of forecasted production from total proved reserves permitted pursuant to this Section 7.05 (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) In no event shall any Swap Agreement, other than calculated as if a master Credit Party was entering into a new transaction under a Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than on the benefit of the Security Instruments as contemplated hereinEffective Date). (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Parent and the Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: than (a) Swap Agreements (i) with a Secured Swap Agreements in respect of commodities with Provider or an Approved Counterparty fixing Counterparty, (ii) which have a price for a term tenor of not more less than sixty months five (5) years and (iii) the notional volumes for which (when aggregated and netted 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) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (such notional volumes to be based upon the projections contained in the then-most recently delivered Reserve Report and drilling plan furnished to the Lenders), (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) 85% of the reasonably anticipated projected production from the Proved Reserves attributable to the Oil and Gas Properties constituting PDP Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, calculated separately, for each month during the period commencing on the month when such Swap Agreement is executed and natural gas liquids calculated separately ending 24 months later; and (2B) eighty-five percent (85%) 75% of the reasonably anticipated projected production from the Proved Reserves attributable to the Oil and Gas Properties constituting Proved Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any each month during the last three years period commencing on the 25th month after when such Swap Agreement is executed and ending on the 60th month after when such Swap Agreement is executed; provided, that if the Borrower and the Required Lenders agree in writing (including by email), then (x) the notional volumes referred to in this Section 9.17(a)(iii) (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) may instead not exceed a percentage of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from the Oil and Gas Properties constituting PDP Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided , that is reasonably acceptable to the Required Lenders and agreed to by the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) the projections of notional volume upon which the percentage referred to in clause (x) are based may be as are reasonably anticipated projected production from Oil acceptable to the Required Lenders and Gas Properties not then owned agreed to by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”)Borrower, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of a Secured Swap Provider which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money and do not have a tenor beyond the maturity date of the relevant Debt, in each case in the ordinary course of the Loan Parties’ business and not for speculative purposes, provided that at all times: (bi) In no such Swap Agreements fixes a price for a period later than 12 months after such contract is entered into, (ii) the Loan Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Swap Agreements is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Swap Agreements for such month is settled, (iv) each such contract is with an Approved Counterparty and (v) unless such Swap Agreement is being entered into in connection with an issuance of Equity Interests of Parent, the Administrative Agent has consented to the entry into such Swap Agreements; provided that (1) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than under the Security Instruments), (2) Swap Agreements shall only be entered into in the ordinary course of business (and not for speculative purposes), (3) any Swap Agreement with an Approved Counterparty that is not a Secured Swap Provider shall contain the following terms (each of which shall be subject to the prior written approval of the Administrative Agent): (i) an express acknowledgment of the Liens granted by the applicable Loan Party to the Administrative Agent (for the benefit of the Security Instruments as contemplated herein. (cLenders) If, after the end of any calendar monthamounts payable to such Loan Party under such Swap Agreement and that such Approved Counterparty has not taken and will not require any cash margin or other collateral or credit support to secure such Loan Party’s obligations thereunder, (ii) an agreement to pay all such amounts payable to such Loan Party (without deduction, counterclaim or setoff) to the Borrower determines Administrative Agent from and after delivery of a notice to such effect by the Administrative Agent to such Approved Counterparty, and (iii) an agreement that Administrative Agent and the aggregate notional volume Lenders (x) are third party beneficiaries to such Swap Agreement with respect to foregoing provisions, (y) are entitled to enforce such provisions directly against such Approved Counterparty, and (z) must approve any waiver, amendment or modification of all such provisions, and (4) no Swap Agreements Agreement in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar monthshall be terminated, then the Borrower shall (i) promptly notify the Administrative Agent of such determinationunwound, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, cancelled or otherwise unwind or monetize existing Swap Agreements such thatdisposed of except to the extent permitted by Section 9.11; provided, at such timefurther, future volumes under commodity Swap Agreements will not exceed one hundred percent that nothing in this Section 9.17 (100%other than the immediately preceding clause (3)) shall restrict the ability of reasonably anticipated projected production for the then-current Loan Parties to enter into puts and any succeeding calendar months.floor contracts. [First Amendment]

Swap Agreements. (a) The Each of Parent and the Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: (i) Swap Agreements between a Loan Party and an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes 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) do not exceed, as of the date such Swap Agreement is executed exceed (Ax) for any month during the first two years 36 month period following any date of the forthcoming five year perioddetermination, the greater of (1) one hundred eighty percent (10080%) of the reasonably anticipated projected production from proved reserves from Oil and Gas Properties constituting PDP Reserves (as reflected such production is projected in the most recently recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement) for each month during such period for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately and (2y) for any month during the 24 month period beginning 37 months following any date of determination (and, for the avoidance of doubt, ending with the 60th month following such date of determination), eighty-five percent (85%) of the reasonably anticipated projected production from proved developed producing reserves from Oil and Gas Properties constituting Proved Reserves (as reflected such production is projected in the most recently recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement) for each month during such period for each of crude oil, natural gas, gas and natural gas liquids liquids, calculated separately; provided, that, in each case, (A) 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) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity such Swap Agreements with an Approved Counterparty with shall not, in any case, have a tenor of greater than five (5) years. It is understood that Swap Agreements in respect of commodities which may, from time to (x) such updated projected production and subject to time, “hedge” the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties same volumes, but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more different elements of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions commodity risk thereof, within thirty (30) days of such required closing date, shall not be aggregated together when calculating the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderforegoing limitations on notional volumes; and (ii) Swap Agreements entered into by a Loan Party in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) 80% of the then outstanding principal amount of the Borrower’s Debt for borrowed moneyall such Indebtedness. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party Guarantor to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than the benefit of under the Security Instruments as contemplated herein.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; (e) If, after the end of any calendar month, the Borrower determines that the aggregate notional 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 one hundred percent (100%) % of actual production of Hydrocarbons crude oil, natural gas and natural gas liquids, calculated separately, in such calendar month, then then, to the Borrower extent necessary, the applicable Loan Party shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, allocate volumes to other production any Loan Party is marketing, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will notOn each April 1st and October 1st, nor will it permit any other Credit Party to, enter into any the Loan Parties shall be party to Swap Agreements with any Person other than: (iincluding without limitation puts and floors) Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for a term of not more than sixty months and the net 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)) do not exceed, as of the date such Swap Agreement is executed equal at least: (a) (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) 75% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties constituting PDP Reserves (the Group Member’s total proved developed producing reserves of crude oil as reflected in forecast based upon the most recently recent Reserve Report delivered Reserve Report) pursuant to Section 8.11 for each of crude oilmonth during the 18 month period from such April 1st and October 1st, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separatelyapplicable, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) 50% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties constituting PDP Reserves (the Group Member’s total proved developed producing reserves of crude oil as reflected in forecast based upon the most recently recent Reserve Report delivered Reserve Report) pursuant to Section 8.11 for each of crude oil, natural gas, and natural gas liquids calculated separately and month during the 18 month period thereafter; (2b) sixty-five percent (65%A) 75% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties constituting Proved Reserves (the Group Member’s total proved developed producing reserves of natural gas as reflected in forecast based upon the most recently recent Reserve Report delivered Reserve Report) pursuant to Section 8.11 for each of crude oilmonth during the 18 month period from such April 1st and October 1st, natural gasas applicable, and natural gas liquids calculated separately; provided that the Borrower (1B) shall have the option to update 50% of the reasonably anticipated projected Hydrocarbon production from Oil and Gas Properties between the delivery Group Member’s total proved developed producing reserves of natural gas as forecast based upon the most recent Reserve Reports hereunder (which updates shall be provided Report delivered pursuant to Section 8.11 for each month during the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable 18 month period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunderthereafter; and (iic) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements 75% of the Credit Parties then reasonably anticipated Hydrocarbon production from the Group Member’s total proved developed producing reserves of natural gas liquids as forecast based upon the most recent Reserve Report delivered pursuant to Section 8.11 for each month during the 18 month period from such April 1st and October 1st, as applicable. The amounts set forth in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. Sections 8.15(a), (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. and (c) If, after being the end of any calendar month, “Minimum Required Volume”. 2.3 Amendment to Article VIII. Article VIII is hereby amended by adding the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with following new Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.8.20:

Swap Agreements. (a) The Borrower It will not, nor and will it not permit any other Credit Party of its Subsidiaries to, enter into or maintain any Swap Agreement, except Swap Agreements entered into in the ordinary course of business with any Person other thanan Approved Counterparty and not for speculative purposes to: (i) hedge or mitigate crude oil, natural gas and natural gas liquids price risks to which it or any Subsidiary has actual exposure; provided that any such Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for Agreement (A) does not have a term of not more greater than sixty (60) months from the date such Swap Agreement is entered into, and the notional volumes for which (B) at all times, when aggregated with all 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) do on any date of determination, would not exceedcause the aggregate notional volume per month for each of crude oil, as of the date such natural gas and natural gas liquids, calculated separately, under all Swap Agreement is executed Agreements then in effect to exceed (Ax) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected “forecasted production from Oil and Gas Properties constituting PDP Reserves proved developed producing reserves” (as reflected in defined below) of the most recently delivered Reserve Report) for each of crude oil, natural gas, Borrower and natural gas liquids calculated separately its Subsidiaries and (2) eighty percent (80%) of the “forecasted production from total proved reserves” (as defined below) of the Borrower and its Subsidiaries, in each case, for any month during the first twelve (12) months of the forthcoming sixty (60) month period (the “Initial Measurement Period”), (y) eighty percent (80%) of the “forecasted production from total proved reserves” of the Borrower and its Subsidiaries for any month during the first twelve (12) months immediately following the Initial Measurement Period (the “Second Measurement Period”), or (z) eighty-five percent (85%) of the reasonably anticipated projected “forecasted production from Oil proved developed producing reserves” of the Borrower and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) its Subsidiaries for any month during the last three years of thirty six (36) months immediately following the forthcoming five year periodSecond Measurement Period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate, from floating to fixed rates or otherwise) with an Approved Counterpartyrespect to any interest-bearing liability or investment of the Parent and its Subsidiaries; provided that any such Swap Agreement, the notional amounts of which (when aggregated with all other Swap Agreements in effect on any date of determination, would not cause (x) the Credit Parties then in effect) aggregate notional amounts of which do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the BorrowerParent’s and its Subsidiaries’ Debt for borrowed moneymoney which bears interest at a fixed rate and (y) the aggregate notional amounts of which do not exceed 75% of the then outstanding principal amount of the Parent’s and its Subsidiaries’ Debt for borrowed money which bears interest at a floating rate. As used in this Agreement, (x) “forecasted production from total proved reserves” means the forecasted production of crude oil, natural gas and natural gas liquids as reflected in the most recent Reserve Report delivered to the Administrative Agent pursuant to Section 8.12, after giving effect to (A) any pro forma adjustments for the consummation of any acquisitions or dispositions since the effective date of such Reserve Report and (B) any supplements to such Reserve Report that may be delivered from time to time by the Borrower to the Administrative Agent setting forth updated well projections and other information in form and substance reasonably acceptable to the Administrative Agent reflecting drilling activity and other results of operations since the effective date of such Reserve Report and (y) “forecasted production from proved developed producing reserves” means the forecasted production of crude oil, natural gas and natural gas liquids from proved developed producing reserves as reflected in the most recent Reserve Report delivered to the Administrative Agent pursuant to Section 8.12, after giving effect to (A) any pro forma adjustments for the consummation of any acquisitions or dispositions since the effective date of such Reserve Report and (B) any supplements to such Reserve Report that may be delivered from time to time by the Borrower to the Administrative Agent setting forth updated well projections and other information in form and substance reasonably acceptable to the Administrative Agent reflecting drilling activity and other results of operations since the effective date of such Reserve Report. (b) It will not, and will not permit any of its Subsidiaries to, permit the aggregate notional volumes of all Swap Agreements (other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) of the Borrower and its Subsidiaries in respect of each of crude oil, natural gas and natural gas liquids, calculated separately, for any calendar month to exceed 100% of actual production volumes of crude oil, natural gas or natural gas liquids, as applicable, in such calendar month (as reflected in the most recent production report delivered pursuant to Section 8.01(n)). (c) It will not, and will not permit any of its Subsidiaries to, amend, modify, sell, assign, monetize, transfer, cancel, terminate, unwind or otherwise dispose of any Swap Agreement in respect of commodities without the prior written consent of the Required Lenders except to the extent any such actions are permitted pursuant to Section 9.12(d). (d) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Subsidiary to, enter into any Swap Agreements with any Person other than: (ia) Swap Agreements in respect of commodities (x) with an Approved Counterparty fixing a price for a term of not more than sixty months and (y) 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) do not exceedexceed the greater of, as on any five year period beginning any date of determination (and in connection with any transaction described in Section 2.09, after giving effect to such future acquisition on a pro forma basis): (i) 85% of the date such Swap Agreement is executed projected production of Hydrocarbons from Proved Reserves of the Oil and Gas Properties (Aas reflected on the most recently delivered Engineering Reports acceptable to the Administrative Agent) during the period in effect for each of crude oil and natural gas, calculated separately, and (ii) for any month during projected production of Hydrocarbons from the Oil and Gas Properties (as reflected on the most recently delivered Engineering Reports acceptable to the Administrative Agent) constituting PDP only, (x) for the first two years 24 months following such date, 100% of such reasonably anticipated projected production for each of crude oil and natural gas, calculated separately, and (y) for the forthcoming five year periodperiod from the 25th month through the 48th month following such date, 90% of such reasonably anticipated projected production for each of crude oil and natural gas, calculated separately, and (z) for such period from the greater of (1) one hundred percent (100%) 49th month through the 60th month following such date, 85% of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, oil and natural gas, and calculated separately. For purposes of this calculation, the Borrower may, in its discretion, include natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (or crude oil calculations so long as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are is in compliance with this Section 9.14(athe preceding restrictions. The Borrower may hedge production associated with new acquisitions upon the signing of the applicable purchase and sale agreement so long as it does so in compliance with the First Lien Loan Documents. (iii) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does do not close for any reason on include more than 35% of the date required thereunderprojected production of Hydrocarbons from Proved Reserves constituting PDNP or PUD, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, Counterparty with the notional amounts purpose and effect of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding fixing interest rates on a principal amount of indebtedness of the Borrower’s Debt for borrowed money. Borrower that is accruing interest at a variable rate, provided that (bi) the aggregate notional amount of such contracts never exceeds 100% of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated by using a generally accepted method of matching interest 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. 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party Subsidiary to post collateral (other than letters of credit) or margin to secure their obligations under such Swap Agreement other than the benefit or to cover market exposures. Should there be a breach of the Security Instruments as contemplated herein. (c) If, after the end of any calendar monththis Section 9.18, the Borrower determines that the aggregate notional volume of all or any Subsidiary, as applicable, shall promptly unwind, modify, assign or terminate any Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise Agreement as is necessary to ensure compliance with cure such breach; provided that nothing contained herein shall be construed to modify or limit the terms of Section 9.14(a10.01(d)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Parent and the Borrower will not, nor and will it not permit any other Credit Loan Party to, enter into any Swap Agreements with any Person other than: than (a) Swap Agreements (i) with a Secured Swap Agreements in respect of commodities with Provider or an Approved Counterparty fixing Counterparty, (ii) which have a price for a term tenor of not more less than sixty months five (5) years and (iii) the notional volumes for which (when aggregated and netted with other commodity Swap ​ [Credit Agreement] ​ ​ 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) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter (such notional volumes to be based upon the projections contained in the then-most recently delivered Reserve Report and drilling plan furnished to the Lenders), (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) 85% of the reasonably anticipated projected production from the Proved Reserves attributable to the Oil and Gas Properties constituting PDP Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, calculated separately, for each month during the period commencing on the month when such Swap Agreement is executed and natural gas liquids calculated separately ending 24 months later; and (2B) eighty-five percent (85%) 75% of the reasonably anticipated projected production from the Proved Reserves attributable to the Oil and Gas Properties constituting Proved Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any each month during the last three years period commencing on the 25th month after when such Swap Agreement is executed and ending on the 60th month after when such Swap Agreement is executed; provided, that if the Borrower and the Required Lenders agree in writing (including by email), then (x) the notional volumes referred to in this Section 9.17(a)(iii) (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) may instead not exceed a percentage of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from the Oil and Gas Properties constituting PDP Reserves (as reflected in of the most recently delivered Reserve Report) Loan Parties for each of crude oil, oil and natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided , that is reasonably acceptable to the Required Lenders and agreed to by the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) the projections of notional volume upon which the percentage referred to in clause (x) are based may be as are reasonably anticipated projected production from Oil acceptable to the Required Lenders and Gas Properties not then owned agreed to by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”)Borrower, provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of a Secured Swap Provider which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money and do not have a tenor beyond the maturity date of the relevant Debt, in each case in the ordinary course of the Loan Parties’ business and not for speculative purposes, provided that at all times: (bi) In no such Swap Agreements fixes a price for a period later than 12 months after such contract is entered into, (ii) the Loan Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Swap Agreements is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Swap Agreements for such month is settled, (iv) each such contract is with an Approved Counterparty and (v) unless such Swap Agreement is being entered into in connection with an issuance of Equity Interests of Parent, the Administrative Agent has consented to the entry into such Swap Agreements; provided that (1) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Loan Party to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than under the Security Instruments), (2) Swap Agreements shall only be entered into in the ordinary course of business (and not for speculative purposes), (3) any Swap Agreement with an Approved Counterparty that is not a Secured Swap Provider shall contain the following terms (each of which shall be subject to the prior written approval of the Administrative Agent): (i) an express acknowledgment of the Liens granted by the applicable Loan Party to the Administrative Agent (for the benefit of the Security Instruments as contemplated herein. (cLenders) If, after the end of any calendar monthamounts payable to such Loan Party under such Swap Agreement and that such Approved Counterparty has not taken and will not require any cash margin or other collateral or credit support to secure such Loan Party’s obligations thereunder, (ii) an agreement to pay all such amounts payable to such Loan Party (without deduction, counterclaim or setoff) to the Borrower determines Administrative Agent from and after delivery of a notice to such effect by the Administrative Agent to such Approved Counterparty, and (iii) an agreement that Administrative Agent and the aggregate notional volume Lenders (x) are third party beneficiaries to such Swap Agreement with respect to foregoing provisions, (y) are entitled to enforce such provisions directly against such Approved Counterparty, and (z) must approve any waiver, amendment or modification of all such provisions, and (4) no Swap Agreements Agreement in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar monthshall be terminated, then the Borrower shall (i) promptly notify the Administrative Agent of such determinationunwound, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, cancelled or otherwise unwind or monetize existing Swap Agreements such thatdisposed of except to the extent permitted by Section 9.11; provided, at such timefurther, future volumes under commodity Swap Agreements will not exceed one hundred percent that nothing in this Section 9.17 (100%other than the immediately preceding clause (3)) shall restrict the ability of reasonably anticipated projected production for the then-current Loan Parties to enter into puts and any succeeding calendar months.floor contracts. [First Amendment] ​ [Credit Agreement] ​ ​

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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) do not exceed, as of the date such Swap Agreement is executed executed, (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) 80% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties constituting PDP Reserves (as reflected in for each month of the most recently delivered Reserve Report) calendar year of 2007 for each of crude oil, oil and natural gas, and natural gas liquids calculated separately and separately, (2B) eighty-five percent (85%) 75% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected in for each month of the most recently delivered Reserve Report) calendar years of 2008 and 2009 for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (BC) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) 70% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties constituting PDP Reserves (as reflected in for each month of the most recently delivered Reserve Report) calendar years of 2010 and 2011 for each of crude oil, oil and natural gas, and natural gas liquids calculated separately separately, and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) 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 Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s 's Debt for borrowed money. money which bears interest at a fixed rate and (bii) 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. 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated hereinor to cover market exposures. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Subsidiary to, enter into any Swap Agreements with any Person other than: (ia) Swap Agreements in respect of commodities with an Approved Counterparty fixing a price commodities: (i) which are for a term combined durations of not more than sixty months and 60 months; (ii) with an Approved Counterparty; and (iii) 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 90% of the reasonably anticipated projected production Projected Production from Oil total Proved Reserves during the period during which such Swap Agreement is in effect for each of crude oil and Gas Properties constituting PDP Reserves natural gas, calculated separately, provided that (A) not more than 25% of total hedged volumes will be comprised of hedged volumes from properties other than Proved Developed Producing Reserves, as reflected included in the most recently delivered Reserve Report) SEC Report for each of crude oil, oil and natural gas, calculated separately; and (B) the aggregate notional volumes of all such Swap Agreements (other than put and natural gas liquids calculated separately floor options and (2basis differential swaps on volumes already hedged pursuant to other Swap Agreements) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (in any current or future fiscal quarter, as reflected listed in the most recently delivered Reserve Swap Agreement Certificate, shall not exceed 100% of gross volumes of crude oil and natural gas production for the most recently completed fiscal quarter, as set forth on the most recently delivered Production Report) , for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower At all times, clause (1a)(iii) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates above shall be provided deemed to refer to the Administrative Agent in writing most recent SEC Report, Production Report and shall be in form and substance reasonably satisfactory to Swap Agreement Certificate received by the Administrative Agent) , as applicable. If any Swap Agreement Certificate reflects, or if the Borrower otherwise determines and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to so notifies the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, fiscal quarter the Borrower determines that the aggregate notional volume requirements of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent clause (100%a)(iii)(B) of actual production of Hydrocarbons in such calendar monthabove are not met, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))Agent, the Borrower shall within thirty (30) 30 days after of such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity the Borrower is then in compliance with the requirements of clause (a)(iii)(B) above. (b) Swap Agreements will 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 the Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed one hundred percent 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and (100%ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of reasonably anticipated projected production which (when aggregated with all other Swap Agreements of the Borrower and 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 Debt for borrowed money which bears interest at a floating rate. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the then-current Borrower or any Subsidiary to post collateral (other than the Collateral) or margin to secure their obligations under such Swap Agreement or to cover market exposures. The restrictions in this Section 9.18 do not apply to the purchase of puts, floors or similar options, and any succeeding calendar monthsthe 90% limit above shall be calculated separately for price ▇▇▇▇▇▇ and for basis ▇▇▇▇▇▇.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: (i) Subject to clause (b) of this Section 9.18, Swap Agreements with an Approved Counterparty in respect of commodities with an Approved Counterparty fixing a price entered into not for a term of not more than sixty months and speculative purposes the notional volumes for which (do not exceed, when aggregated with other commodity Swap Agreements of the Credit Parties then in effect other as of the date such Swap Agreement is entered into, the greater of: (A) for each month during the period during which such Swap Agreement is in effect, 80% of the reasonably anticipated production of crude oil, natural gas and natural gas liquids, calculated separately and, in each case, as such production is projected from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Developed Producing Reserves as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement; (B) a percentage as set forth in the table below for each month during the applicable time periods of the reasonably anticipated production of crude oil, natural gas and natural gas liquids, calculated separately and, in each case, as such production is projected from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement: Months 1—12 85 % Months 13—24 80 % Months 25—36 75 % Months 37—48 70 % Months 49—60 65 % ; and (C) notwithstanding anything to the contrary contained in this Agreement, at the Borrower’s election, for each month during the Specified Period, 80% of the reasonably anticipated production of crude oil, natural gas and natural gas liquids, calculated separately and, in each case, as such production is projected by a Financial Officer of the Borrower from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties and set forth in the most recent certificate delivered pursuant to Section 8.01(d); provided, however, that no such Swap Agreements permitted by any sub-clause of this clause (i) shall have a tenor of greater than put five (5) years. Further, it is understood that (1) the Borrower and its Restricted Subsidiaries may enter into (a) Swap Agreements relating to puts, floors, options or floor options as to which an upfront premium has been paid or similar agreements and (b) basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately Agreements and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with in respect of commodities which may, from time to (x) such updated projected production and subject to time, “hedge” the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties same volumes, but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more different elements of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions commodity risk thereof, within thirty (30) days of such required closing date, shall not be aggregated together when calculating the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; andforegoing limitations on notional volumes. (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (A) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Credit Parties’ Debt for borrowed moneymoney which bears interest at a fixed rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt, and (B) 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 Credit Parties’ Debt for borrowed money which bears interest at a floating rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt. (iii) Swap Agreements set forth on Schedule 9.18. (b) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) If, after the end of any calendar month, quarter the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month quarter (other than puts, floors or basis differential swaps on volumes hedged pursuant to other Swap Agreements) exceeded one hundred percent (100%) % of actual production of Hydrocarbons in such calendar monthquarter, then the Borrower shall (i) shall promptly notify the Administrative Agent of such determination, determination and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a))shall, within thirty 30 days of such determination, terminate (30) days after only to the extent such request, terminateterminations are permitted pursuant to Section 9.12), create off-setting positions, allocate volumes to other production for which the Borrower or its Restricted Subsidiaries is marketing, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.12) existing Swap Agreements such that, at such time, future hedging volumes under commodity Swap Agreements will not exceed one hundred percent (100%) % of reasonably anticipated projected production for the then-current and any succeeding calendar monthsquarters. (c) 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 (other than pursuant to the Security Instruments or as set forth on Schedule 7.20). (d) The Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Swap Agreement in respect of commodities without the prior written consent of the Required Lenders except to the extent such terminations are permitted pursuant to Section 9.12; provided that for purposes of this Section 9.18(d), a Swap Agreement (a “Replaced Swap Agreement”) shall not be deemed to have been terminated or monetized if, upon its termination, it is replaced, without cash payments to any Credit Party in connection therewith, in a substantially contemporaneous transaction, with one or more Swap Agreements that cover all of the notional volumes hedged pursuant to such Replaced Swap Agreement on pricing and other economic terms at least as favorable to the Credit Parties as those contained in such replaced Swap Agreement. (e) For purposes of entering into or maintaining Swap Agreement trades or transactions under Section 9.18(a)(i) and Section 9.18(b), respectively, forecasts of reasonably anticipated production from the Borrower’s and its Restricted Subsidiaries’ Proved Reserves and Proved Developed Producing Reserves as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement, or projections of production from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties made by a Financial Officer of the Borrower, as applicable, shall be revised to account for any increase or decrease therein anticipated because of information obtained by the Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report or projections, as applicable, including the Borrower’s or any of its Restricted Subsidiaries’ internal forecasts of production decline rates for existing ▇▇▇▇▇ and additions to or deletions from anticipated future production from new ▇▇▇▇▇ and completed acquisitions coming on stream or failing to come on stream.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) Swap Agreements in respect of commodities (i) with an Approved Counterparty fixing Counterparty, (ii) with a price for a maximum term of not more than sixty 36 months and (iii) 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) do not exceed, as of the date such Swap Agreement is executed (A) executed, 60% for any month during the first two years months of July through November and 75% for the forthcoming five year period, the greater months of (1) one hundred percent (100%) December through June of the reasonably anticipated total volume of projected production from proved, developed, producing Oil and Gas Properties constituting PDP Reserves (as reflected Properties, for each month during the period during which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, oil and natural gas, calculated separately, (for purposes of this clause (iii), Purchaser puts and natural gas liquids calculated separately flows shall be excluded) (b) Swap Agreements in respect of commodities (i) with an Approved Counterparty, (ii) with a term of at least of 37 months but a maximum term of 42 months and (2iii) eighty-five percent the notional volumes for which (85%when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, 30% for the months of July through November and 50% for the months of December through June of the reasonably anticipated total volume of projected production from proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected Properties, for each month during the period during which such Swap Agreement is in the most recently delivered Reserve Report) effect for each of crude oil, oil and natural gas, and natural gas liquids calculated separately, (for purposes of this clause (iii), Purchaser puts and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates flows shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”excluded), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iic) 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 Credit Parties Borrower and its Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate and (bii) 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 (d) transactions entered into prior to May 31, 2011 under the BP Swap Agreement. In no event shall any Swap Agreement, other than a master Swap Agreement pursuant to which the Borrower or any Credit Party executes only put or floor options as to which an upfront premium has been paid, Subsidiary is a party contain any requirement, agreement or covenant for the Borrower or any Credit Party Subsidiary to post cash or other collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures. In addition to the benefit foregoing, no Swap Agreement that has been used in the calculation of the Security Instruments as contemplated herein. (c) IfBorrowing Base may be cancelled, after liquidated or “unwound” without the end prior written consent of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsAgent.”

Swap Agreements. (a) The Parent Guarantor and the Borrower will not, nor and will it not permit (unless consented to by Majority Lenders, which consent may be evidenced by an email sent to the Borrower by counsel to the Majority Lenders) any other Credit Party Restricted Subsidiary to, enter into or maintain any Swap Agreements with any Person other than: (i) than Specified Swap Agreements in respect of commodities with an Approved Counterparty fixing a price for a term of not more ending no later than sixty months March 2022 and the notional volumes for which (when aggregated with other commodity Specified 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 Agreementseffect) do not exceed, as of the date such Specified Swap Agreement is executed executed, (Ai) for any month during the first two years of the forthcoming five year period, the greater of (1) one hundred thirty three percent (10033%) of the reasonably anticipated projected production of natural gas from Oil and Gas Properties constituting PDP Reserves (as reflected set forth in the most recently most-recent Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement) for each of crude oil, natural gasmonth through September 2021, and natural gas liquids calculated separately and (2ii) eighty-twenty five percent (8525%) of the ), reasonably anticipated projected production of natural gas from Oil and Gas Properties constituting Proved Reserves (as reflected set forth in the most recently most-recent Initial Reserve Report delivered Reserve Reportpursuant to the terms of this Agreement) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separatelycommencing October 2021 through March 2022; provided that (unless consented to by Majority Lenders, which consent may be evidenced by an email sent to the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided by counsel to the Administrative Agent Majority Lenders) in writing no event shall Parent Guarantor, the Borrower and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to any Restricted Subsidiary enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, more than (a) 20,000 MMBtu per day on any day in which the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do not exceed seventy-NYMEX Pricing for natural gas increases or decreases by more than five percent (755%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. or (b) In 10,000 MMBtu per day on any other day. For the avoidance of doubt, (x) subject to clause (a) above, the Borrower, at its election, shall be permitted to enter a financial price swap of floating ▇▇▇▇▇ Hub for a fixed price of no event more than 20,000 MMbtu per day and a NWROX Basis swap of no more than 20,000 MMbtu per day and (y) subject to clause (b) above, the Borrower, at its election, shall any Swap Agreement, other than be permitted to enter into a master Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, contain any requirement, agreement or covenant enter a financial price swap of floating ▇▇▇▇▇ Hub for any Credit Party to post collateral or margin to secure their obligations under such Swap Agreement other a fixed price of no more than the benefit 10,000 MMbtu per day and a NWROX Basis swap of the Security Instruments as contemplated hereinno more than 10,000 MMbtu per day. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.”

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party of the Restricted Subsidiaries to, enter into any Swap Agreements with any Person other than: than (i) Swap Agreements in respect of commodities (A) with an Approved Counterparty fixing a price for a term of not more than sixty months and Counterparty, (B) 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) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 90% of the reasonably anticipated projected production from their Oil and Gas Properties constituting PDP Reserves (which are classified as reflected proved developed producing as of the date such Swap Agreement is entered into for each month during which such Swap Agreement is in place for each of crude oil and natural gas, calculated separately and determined by reference to the most recently delivered Reserve ReportReport and (C) for each a tenor of crude oilno more than 60 months after such Swap Agreement is entered into, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, provided that if such Swap Agreements exceed the greater of (1) eighty-five percent (85%) the daily average of 100% of the reasonably anticipated projected actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties constituting PDP Reserves (as reflected in for the most recently delivered Reserve Report) for each of crude oilrecent month, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) the daily average of 100% of the reasonably anticipated projected actual production from the Borrower’s and the Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves (as reflected in for the most recently delivered Reserve Report) for recent week, in each of crude oil, natural gascase based on reports available to the Borrower at such time, and natural gas liquids calculated separately; provided that the Borrower such condition (either (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and or (2)) lasts for a period of 90 days, the Borrower shall have the option to enter into commodity terminate, create off-setting positions, or otherwise unwind existing Swap Agreements with an Approved Counterparty with respect to within fifteen (x15) days after the end of such updated projected production and subject to the volume limitations set forth month in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more Swap Agreements exceed 100% of the Credit Parties are scheduled to acquire such Oil actual production; and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved CounterpartyCounterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties Borrower and the Restricted Subsidiaries then in effecteffect effectively converting interest rates from floating to fixed) do not exceed seventy-five percent (75%) % of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) money which bears interest at a floating rate. In no event shall any Swap Agreement, Agreement (other than a master Secured Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, Agreements) contain any requirement, agreement or covenant for the Borrower or any Credit Party Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. (b) In addition to the Swap Agreements permitted by Section 9.18(a), a Loan Party may enter into Swap Agreements (“Acquisition Swaps”) for production to be produced from properties or interests that a Loan Party proposes to acquire but does not then own (each, a US 9364157v.4 WEL554/78009 “Pro Forma Property”) if such Acquisition Swaps (i) are with an Approved Counterparty, (ii) are entered into after the purchase and sale agreement with respect to such Pro Forma Property has been fully executed, and (iii) do not exceed the volume and term limitations set forth in Section 9.18(a) determined on a pro forma basis as if the Pro Forma Properties were owned by a Loan Party. The Borrower agrees that, if a Loan Party has outstanding Acquisition Swaps, the Borrower shall, or shall cause other than Loan Parties to, terminate, create offsetting positions or otherwise unwind Swap Agreements to the benefit extent necessary to comply with the volume requirements of Section 9.18(a) determined without inclusion of any production from such Pro Forma Property within 15 days after the Security Instruments as contemplated hereinearlier to occur of (A) 180 days after the date the applicable purchase and sale agreement was entered into if the acquisition of such Pro Forma Property has not been consummated, or (B) the date the Borrower obtains knowledge with reasonable certainty that the acquisition of such Pro Forma Property will not be consummated. (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all No Swap Agreements in respect of commodities shall be entered into for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsspeculative purposes.

Swap Agreements. (a) The Borrower Issuer will not, nor and will it not permit any other Credit Note Party to, enter into any Swap Agreements with any Person other than: than (i) (A) Swap Agreements in respect of commodities (including 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 fixing Counterparty, (C) with a price for a term of tenor not more than to exceed sixty months (60) months, and (D) 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 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 AgreementsAgreement volumes) do not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) eighty-five percent (85%) of the reasonably anticipated projected production from total proved, developed, producing Oil and Gas Properties constituting Proved Reserves (as reflected of the Note Parties evaluated in the Initial Reserve Report or thereafter the Reserve Report most recently delivered Reserve Report) pursuant to Section 6.12, for each month following the date such Swap Agreement is entered into, in each case for each of crude oil, natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (ii) Swap Agreements in respect of interest rates with an Approved CounterpartyCounterparty effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Issuer and the other Note Parties then in effecteffect 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 BorrowerIssuer’s Debt for borrowed money. (b) money which bears interest at a floating rate; provided that put option contracts that are not related to corresponding calls, collars or swaps and for which an upfront premium has been paid shall not be included in calculating such percentage threshold. 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Issuer or any Credit other Note Party to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures; provided, however, that the benefit of foregoing shall not prohibit or be deemed to prohibit Swap Agreements to be secured pursuant to the Security Instruments as contemplated hereinRBL Loan Documents in the manner secured on the date hereof. (cb) If, after on the end last day of any calendar monthFiscal Quarter, the Borrower determines that the aggregate notional volume volumes of all Swap Agreements in respect of commodities to which the Issuer or any other Note Party is a party for which settlement payments were calculated in such calendar month exceeded Fiscal Quarter exceeds one hundred percent (100%) of the actual production of Hydrocarbons (for each of crude oil, natural gas liquids and natural gas, calculated separately) from the proved, developed, producing Oil and Gas Properties of the Note Parties in such calendar monthFiscal Quarter (other than puts, floors, and basis differential swaps on volumes hedged by other Swap Agreements), then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positionsIssuer shall, or otherwise unwind or monetize shall cause the other Note Parties to, Liquidate existing Swap Agreements within fifteen (15) Business Days (or such longer period as agreed by the Lead Holder) after the end of such Fiscal Quarter, such that, at after giving effect to such timeLiquidation, future hedging notional volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production of Hydrocarbons (for each of crude oil, natural gas liquids and natural gas, calculated separately) from the proved, developed, producing Oil and Gas Properties of the Note Parties for the then-current Fiscal Quarter and any succeeding calendar monthsFiscal Quarters.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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 and netted 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) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter, (A) 100% of the Current Production for any each month during the first two years of the forthcoming five year period, the greater of (1) one hundred percent (100%) of the reasonably anticipated projected production from Oil period during which such Swap Agreement is in effect for crude oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and calculated on a natural gas liquids calculated separately and equivalent basis, for the period of 24 months following the date such Swap Agreement is executed; (2B) eighty-five percent (85%) 75% of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) Current Production for each of month during the period during which such Swap Agreement is in effect for crude oil, 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 liquids calculated separatelyequivalent basis, for the period of 37 to 48 months following the date such Swap Agreement is executed, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) 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 Credit Parties Borrower and its Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money. money which bears interest at a fixed rate and (bii) 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 Debt for borrowed money which bears interest at a floating rate. 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement other than or to cover market exposures except to the benefit of the Security Instruments as contemplated hereinextent permitted by Section 9.03(d). (c) If, after the end of any calendar month, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance with Section 9.14(a)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other than: than (ia) 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) do not exceed, as of the date such Swap Agreement is executed executed, for (A) for any month during the first two years of the forthcoming five year periodnatural gas, the greater of (1) one hundred percent (100%) 90% of the reasonably anticipated projected production from proved Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gasmonth during the period commencing on the date such Swap Agreement is executed and ending on the date twelve months thereafter, and natural gas liquids calculated separately and (2) eightyfor each month during any period after such twelve-five percent (month period, 85%) % of the reasonably anticipated projected production from proved Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately, month during such period and (B) for any month during the last three years of the forthcoming five year periodcrude oil, the greater of (1) eighty-five percent (85%) 90% of the reasonably anticipated projected production from proved Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gasmonth during the period commencing on the date such Swap Agreement is executed and ending on the date twelve months thereafter, and natural gas liquids calculated separately and (2) sixtyfor each month during any period after such twelve-five percent (65%) month period, 85% of the reasonably anticipated projected production from proved Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each month during such period, provided, however, that for purposes of this Section 9.17(a), put options and price floors for crude oil, natural gas, oil and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) disregarded, and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and (iib) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which (when aggregated with all other Swap Agreements of the Credit Parties then in effect) do entered into for hedging purposes and not exceed seventy-five percent (75%) of the then outstanding principal amount of the Borrower’s Debt for borrowed money. (b) In no event shall any Swap Agreement, other than a master speculation. Any Swap Agreement pursuant to which any Credit Party executes only put or floor options as to which an upfront premium has been paid, may contain any a requirement, agreement or covenant for the Borrower or any Credit Party Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. (c) Ifor to cover market exposures, after the end of but notwithstanding any calendar monthsuch requirement, the Borrower determines that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then agreement or covenant the Borrower shall (i) promptly notify the Administrative Agent of such determination, and (ii) if requested by the Administrative Agent (or if otherwise necessary to ensure compliance comply with Section 9.14(a9.03(a) and Section 9.03(f)), within thirty (30) days after such request, terminate, create off-setting positions, or otherwise unwind or monetize existing Swap Agreements such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar months.

Swap Agreements. (a) The Each of the Parent and the Borrower will not, nor and will it not permit any other Credit Party Restricted Subsidiary to, enter into any Swap Agreements with any Person other thanthan the Borrower and any Restricted Subsidiary may enter into: (a) Permitted Participating Partnership Swap Agreements, Swap Agreements listed in the certificate delivered pursuant to Section 6.01(d)(ii) and other Swap Agreements (other than purchase options) in respect of commodities entered into by the Borrower fixing prices on oil and/or gas expected to be produced by the Borrower, the Restricted Subsidiaries and the Tax Advantaged Drilling Partnerships, provided that such Swap Agreements meet the following criteria: (i) each such Swap Agreements in respect of commodities Agreement shall be with an Approved Counterparty fixing Counterparty; (ii) no such Swap Agreement shall be entered into by the Borrower for the benefit of another Person other than the Tax Advantaged Drilling Partnerships (but only to the extent (A) of a price for Loan Party’s percentage interest in such Tax Advantaged Drilling Partnership’s net revenues and (B) that such Tax Advantaged Drilling Partnership (1) was formed prior to March 22, 2011 and (2) is not otherwise a Participating Partnership) or any Restricted Subsidiary; (iii) each such Swap Agreement shall have a term of not more than to exceed sixty months and six (66) months; and (iv) the notional volumes for which each such Swap Agreement (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) do shall not exceed, as of the date such Swap Agreement is executed (A) for any month during the first two years of the forthcoming five year periodexecuted, the greater of (1) one hundred percent (100%) 85% of the reasonably anticipated future projected production from the Borrower’s and the other Restricted Subsidiaries’, and their proportionate share (based on such Loan Parties’ percentage interests in such Tax Advantaged Drilling Partnerships’ net revenues) of the Tax Advantaged Drilling Partnerships’, proved Oil and Gas Properties. (1) Oil and Gas Properties constituting PDP Reserves (as reflected evaluated in the most recently delivered Reserve Report) for each Report shall reflect the actual historical decline profile of crude oil, natural gas, such Oil and natural gas liquids calculated separately Gas Properties and (2) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected not evaluated in the most recently delivered Reserve Report) 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, oil and natural gas, and natural gas liquids calculated separately, and (B) for any month during the last three years of the forthcoming five year period, the greater of (1) eighty-five percent (85%) of the reasonably anticipated projected production from Oil and Gas Properties constituting PDP Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately and (2) sixty-five percent (65%) of the reasonably anticipated projected production from Oil and Gas Properties constituting Proved Reserves (as reflected in the most recently delivered Reserve Report) for each of crude oil, natural gas, and natural gas liquids calculated separately; provided that the Borrower (1) shall have the option to update the reasonably anticipated projected production from Oil and Gas Properties between the delivery of Reserve Reports hereunder (which updates shall be provided to the Administrative Agent in writing and shall be in form and substance reasonably satisfactory to the Administrative Agent) and (2) shall have the option to enter into commodity Swap Agreements with an Approved Counterparty with respect to (x) such updated projected production and subject to the volume limitations set forth in this Section 9.14(a) and (y) reasonably anticipated projected production from Oil and Gas Properties not then owned by the Credit Parties but which are subject to a binding purchase agreement (in form and substance reasonably satisfactory to the Administrative Agent) for which one or more of the Credit Parties are scheduled to acquire such Oil and Gas Properties within the applicable period (a “subject acquisition”), provided that, (I) the Credit Parties are in compliance with this Section 9.14(a) after giving pro forma effect to such subject acquisition and (II) if such subject acquisition does not close for any reason on the date required thereunder, including any binding extensions thereof, within thirty (30) days of such required closing date, the Credit Parties shall unwind or otherwise terminate the Swap Agreements entered into with respect to production that was to be acquired thereunder; and. (iib) 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 Credit Parties Borrower and the Restricted Subsidiaries then in effecteffect effectively converting interest rates from fixed to floating) do not exceed seventy-five percent (75%) 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed moneymoney 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 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 Debt for borrowed money which bears interest at a floating rate. (bc) 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 as to which an upfront premium has been paid, contain any requirement, agreement or covenant for the Borrower or any Credit Party Restricted Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement other than the benefit of the Security Instruments as contemplated herein. or to cover market exposures (c) If, after the end of any calendar month, the Borrower determines except that the aggregate notional volume of all Swap Agreements in respect of commodities for such calendar month exceeded one hundred percent (100%) of actual production of Hydrocarbons in such calendar month, then the Borrower shall (i) promptly notify Secured Swap Agreements (as defined in the Administrative Agent of such determination, First Lien Credit Agreement) may be secured by the Mortgaged Properties pursuant to the First Lien Loan Documents and (ii) if requested Permitted Participating Partnership Swap Agreements may be secured by Properties of such Participating Partnership pursuant to the Administrative Agent Drilling Partnership Hedge Facility). (or if otherwise necessary to ensure compliance with Section 9.14(a))d) Each of the Parent and the Borrower will not, within thirty (30) days after such requestand will not permit any Restricted Subsidiary to, terminate, create off-setting positions, terminate or otherwise unwind or monetize any Swap Agreement in respect of commodities (including, as applicable, any trade confirmations made pursuant thereto), now existing Swap Agreements or hereafter arising, without the prior written consent of the Required Lenders except to the extent such that, at such time, future volumes under commodity Swap Agreements will not exceed one hundred percent (100%) of reasonably anticipated projected production for the then-current and any succeeding calendar monthsterminations are permitted by Section 9.11.]