Common use of Swap Contracts Clause in Contracts

Swap Contracts. The Borrower will not, and will not permit any other Credit Party to, enter into any Swap Contracts other than Swap Contracts in respect of commodities (i) with Eligible Swap Counterparties, (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as of the date such Swap Contract is executed, 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.

Swap Contracts. The Borrower will not, and will not permit any other Credit Party to, to enter into any Swap Contracts other than Swap Contracts in respect of commodities (i) with Eligible Swap Counterparties, (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as of the date such Swap Contract is executed, 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.

Swap Contracts. The Borrower will notEnter into, and will not nor permit any other Credit Loan Party toto enter into, enter into any Swap Contracts other than Swap Contracts in respect of commodities (i) Swap Contracts with Eligible respect to commodities that would not cause the volume of Hydrocarbons with respect to which a settlement payment is calculated under such Swap Counterparties, (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which Contracts (when aggregated with other commodity Swap Contracts Agreements then in effect other than basis differential swaps on volumes already hedged pursuant effect) to other Swap Contractsexceed eighty-five percent (85%) do not exceed, as of the date such Swap Contract is executed, 85% of the Projected Oil and Gas Production Loan Parties’ anticipated production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties Mineral Interests for each month during the sixty (60) month period during which starting on the date such Swap Contract Agreement is executed, (ii) the purchase of a floor or put that has the effect of setting a minimum commodity price for up to one hundred percent (100%) of such anticipated production from Proved Mineral Interests (inclusive of any floor or put included in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses clause (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause 7.11), (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable effectively converting interest rates from fixed to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reservesfloating, the Borrower will cause the notional volumes amounts of which (when aggregated with all other Swap Contracts maintained by of the Borrower and the other Credit Loan Parties then in respect of commodities effect effectively converting interest rates from fixed to floating) do not to exceed in the aggregate the amounts that would be permitted under clause (iii) 100% of the preceding sentence if such then outstanding principal amount of the Borrower’s Indebtedness for borrowed money which bears interest at a fixed rate and (iv) Swap Contracts were entered into immediately after giving effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Contracts of the Borrower and the other Loan Parties then in effect effectively converting interest rates from floating to such Asset Dispositionfixed) do not exceed 100% of the then outstanding principal amount of the Borrower’s Indebtedness for borrowed money which bears interest at a floating rate.

Swap Contracts. The Borrower will not, and Debtors will not permit any other Credit Party to, enter into any Swap Contracts other than Swap Contracts in respect of commodities (ia) with Eligible Swap Counterparties, (iib) with durations not to exceed 120 months at any time, and (iiic) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as of the date such Swap Contract is executed, 85% 85 percent of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (ia) and (iib) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iiic) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party a Debtor and not in excess of 100% 100 percent of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% 5 percent the Credit PartiesDebtors’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower Debtors will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties Debtors in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iiic) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.

Swap Contracts. The Borrower will not, and will not permit any other Credit Party to, to enter into any Swap Contracts other than Swap Contracts in respect of commodities (i) with Eligible Swap Counterparties, (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as of the date such Swap Contract is executed, 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) 30 days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.

Swap Contracts. The Borrower will not, and will not permit any other Credit Party to, to enter into any Swap Contracts other than Swap Contracts in respect of commodities (i) with Eligible Swap Counterparties, . (ii) with durations not to exceed 120 60 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as of the date such Swap Contract is executed, 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) 30 days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.

Swap Contracts. The Borrower will not, and will not permit any other Credit Party Be a party to, enter into or in any manner be liable under, any Swap Contracts other than Contract, except: (a) Swap Contracts in entered into with the purpose and effect of mitigating risk with respect to prices of commodities oil, natural gas and/or gas liquids of the Borrower and its Restricted Subsidiaries (including Swap Contracts entered into to unwind or offset other permitted Swap Contracts); provided that at all times, on a net basis, (i) with Eligible all such Swap CounterpartiesContracts for natural gas or natural gas liquids shall not cover for each individual period covered thereby more than 85% of estimated natural gas and gas liquids production from the proven producing reserves of the Borrower and its Restricted Subsidiaries subject to market-sensitive contracts for the forthcoming four year period, and (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity all such Swap Contracts then in effect other for crude oil shall not cover for each individual period covered thereby more than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as 85% of estimated crude oil production from the proved producing reserves of the date Borrower and its Restricted Subsidiaries; provided further, that at the time the Swap Contract is entered into, the counterparty to such Swap Contract is executeda First Lien Lender or an Affiliate of a First Lien Lender, 85% or if not a First Lien Lender or any Affiliate of a First Lien Lender, such Person’s senior unsecured debt is rated not less than A- by S&P or not less than A3 by Mxxxx’x; and (b) Swap Contracts entered into with the purpose and effect of (i) fixing or limiting interest rates on a principal amount of indebtedness of any Loan Party that is accruing interest at a variable rate or (ii) obtaining variable interest rates on a principal amount of indebtedness of any Loan Party that is accruing interest at a fixed rate (in each case including Swap Contracts entered into to unwind or offset other permitted Swap Contracts), provided that the aggregate notional amount of such Swap Contracts does not (on a net basis) exceed the outstanding principal balance of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to variable or fixed rate, as the Oil and Gas Properties for each month during case may be, Indebtedness of the period during which Loan Parties at the time such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Dispositioninto.

Swap Contracts. The Borrower will not, and will not permit any other Credit Party of its Restricted Subsidiaries to, enter into any Swap Contract, except (a) Swap Contracts entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual or projected exposure (other than Swap Contracts those in respect of commodities (iEquity Interests of the Borrower or any of its Subsidiaries) as long as on any date, the aggregate notional volume corresponding to all outstanding commodity forwards, swaps or collars or other similar hedging instruments from an economic and risk profile, but excluding volumes corresponding to puts, floors and other options that are purchased not in conjunction with Eligible Swap Counterparties, (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do Contract, executed by the Borrower and its Restricted Subsidiaries does not exceed, as of the date such Swap Contract is executed, 85exceed 90% of the Projected Oil and Gas Production from Proved Developed Producing Reserves reasonably forecasted production (on an aggregate barrel of oil equivalent basis) attributable to the Oil and Gas Properties for each month during and Midstream Assets of the period during which Borrower and its Restricted Subsidiaries (inclusive of those Oil and Gas Properties and Midstream Assets to be acquired by the Borrower and its Restricted Subsidiaries pursuant to executed purchase agreements) constituting Proved Reserves, (b) Swap Contracts entered into in order to 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 and (c) other Swap Contracts permitted under the risk management policies approved by the General Partner’s Board of Directors from time to time as long as such other Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such Contracts do not violate the limitations on Swap Contracts set forth in clauses (ia) and (iib) of this Section 5.6 do not apply to forward agreements requiring 7.06 and are entered into in the physical delivery ordinary course of Hydrocarbons and (y) such limitation in clause (iii) business for the purpose of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices directly mitigating risks associated with liabilities, commitments, Investments, assets, or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained property held or reasonably anticipated by the Borrower and the other Credit Parties in respect its Subsidiaries, and not for purposes of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Dispositionspeculation or taking a “market view.”

Swap Contracts. The Borrower will not, and will not permit any other Credit Party of its Restricted Subsidiaries to, enter into any Swap Contract, except (a) Swap Contracts entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual or projected exposure (other than Swap Contracts those in respect of commodities (iEquity Interests of the Borrower or any of its Subsidiaries) as long as on any date, the aggregate notional volume corresponding to all outstanding commodity forwards, swaps or collars or other similar hedging instruments from an economic and risk profile, but excluding volumes corresponding to puts, floors and other options that are purchased not in conjunction with Eligible Swap Counterparties, (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do Contract, executed by the Borrower and its Restricted Subsidiaries does not exceed, as of the date such Swap Contract is executed, exceed 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves reasonably forecasted production (on an aggregate barrel of oil equivalent basis) attributable to the Oil and Gas Properties for each month during and Midstream Assets of the period during which Borrower and its Restricted Subsidiaries (inclusive of those Oil and Gas Properties and Midstream Assets to be acquired by the Borrower and its Restricted Subsidiaries pursuant to executed purchase agreements) constituting Proved Reserves, (b) Swap Contracts entered into in order to 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 and (c) other Swap Contracts permitted under the risk management policies approved by the General Partner’s Board of Directors from time to time as long as such other Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such Contracts do not violate the limitations on Swap Contracts set forth in clauses (ia) and (iib) of this Section 5.6 do not apply to forward agreements requiring 7.06 and are entered into in the physical delivery ordinary course of Hydrocarbons and (y) such limitation in clause (iii) business for the purpose of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices directly mitigating risks associated with liabilities, commitments, Investments, assets, or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained property held or reasonably anticipated by the Borrower and the other Credit Parties in respect its Subsidiaries, and not for purposes of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Dispositionspeculation or taking a “market view.”

Swap Contracts. The Borrower will not, Section 7.12(a) of the Credit Agreement shall be and will not permit any other Credit Party to, enter into any it hereby is amended in its entirety to read as follows: (a) Swap Contracts other than entered into with the purpose and effect of mitigating risk with respect to prices of natural gas (including natural gas liquids) and/or crude oil of the Borrower and its Restricted Subsidiaries (including Swap Contracts in respect of commodities entered into to unwind or offset other permitted Swap Contracts); provided that at all times, on a net basis, (i) with Eligible the aggregate notional volume for each of natural gas (including natural gas liquids) and crude oil, calculated separately, covered by market sensitive Swap CounterpartiesContracts for any month in each of the first and second years of the forthcoming five year period (other than Excluded Xxxxxx) shall not exceed 100% of the estimated natural gas (including natural gas liquids) and crude oil production, calculated separately, from the proven producing reserves of the Borrower and its Restricted Subsidiaries for each such month in such forthcoming period, it being understood that crude oil xxxxxx may be used as a substitute for hedging natural gas liquids so long as such crude oil xxxxxx are identified and consistently reported as such, (ii) with durations the aggregate notional volume for each of natural gas (including natural gas liquids) and crude oil, calculated separately, covered by market sensitive Swap Contracts for any month in each of the third, fourth and fifth years of the forthcoming five year period (other than Excluded Xxxxxx) shall not to exceed 120 months at any time85% of the estimated natural gas (including natural gas liquids) and crude oil production from the proven producing reserves of the Borrower and its Restricted Subsidiaries for each such month in such forthcoming period, it being understood that crude oil xxxxxx may be used as a substitute for hedging natural gas liquids so long as such crude oil xxxxxx are identified and consistently reported as such; and (iii) notwithstanding the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as of the date such Swap Contract is executed, 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations set forth in clauses (i) and (ii) above, in contemplation of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to an Acquisition, additional market sensitive Swap Contracts in respect such that the aggregate notional volumes for each of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party natural gas (including natural gas liquids) and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties crude oil, calculated separately, for each month during in the applicable period during covered by market sensitive Swap Contracts do not exceed the lesser of (I) 150% of the notional volumes otherwise permitted in such clauses (i) and (ii) and (II) the notional volumes which would otherwise be permitted in such clauses (i) and (ii) after giving pro forma effect to the estimated increase in proven producing reserves to be acquired in such Acquisition; provided such additional Swap Contracts are entered into (A) after the execution of a definitive agreement with respect to a proposed Acquisition, but in any event no earlier than 90 days prior to the proposed closing date of such Acquisition and (B) in the event such agreement is terminated or such Acquisition is otherwise not consummated within 90 days after such initial additional market sensitive Swap Contracts have been entered into (or such longer period as may be reasonably acceptable to the Administrative Agent in the event the proposed closing of such Acquisition has been delayed beyond what the Borrower originally expected), then within 15 days after such termination or the end of such 90 day (or longer) period, as applicable, the Borrower shall and shall cause the Restricted Subsidiaries to novate, unwind or otherwise dispose of market sensitive Swap Contracts to the extent necessary to be in compliance with the limitations set forth in the immediately preceding clauses (i) and (ii); provided further, that at the time any Swap Contract is entered into by the Borrower or any Restricted Subsidiary the counterparty to such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.Approved Counterparty; and

Swap Contracts. The Borrower will not, and will not permit any other Credit Party Be a party to, enter into or in any manner be liable under, any Swap Contracts other than Contract, except: (a) Swap Contracts in entered into with the purpose and effect of mitigating risk with respect to prices of commodities oil, natural gas and/or gas liquids of the Borrower and its Restricted Subsidiaries (including Swap Contracts entered into to unwind or offset other permitted Swap Contracts); provided that at all times, on a net basis, (i) with Eligible the aggregate CONCHO AMENDED AND RESTATED CREDIT AGREEMENT notional volume of natural gas and natural gas liquids covered by market sensitive Swap CounterpartiesContracts for any month in the forthcoming five year period shall not exceed 85% of the estimated natural gas and gas liquids production from the proven producing reserves of the Borrower and its Restricted Subsidiaries for such month in such forthcoming five year period, and (ii) with durations not to exceed 120 months at any time, and (iii) the aggregate notional volumes for which (when aggregated with other commodity volume of crude oil covered by market sensitive Swap Contracts then for any month in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do the forthcoming five year period shall not exceed, as exceed 85% of the date estimated crude oil production from the proven producing reserves of the Borrower and its Restricted Subsidiaries for such month in such forthcoming five year period; provided further, that at the time the Swap Contract is entered into the counterparty to such Swap Contract is executedan Approved Counterparty; and (b) Swap Contracts entered into with the purpose and effect of (i) fixing or limiting interest rates on a principal amount of indebtedness of any Loan Party that is accruing interest at a variable rate or (ii) obtaining variable interest rates on a principal amount of indebtedness of any Loan Party that is accruing interest at a fixed rate (in each case including Swap Contracts entered into to unwind or offset other permitted Swap Contracts), 85% provided that the aggregate notional amount of such Swap Contracts does not (on a net basis) exceed the outstanding principal balance of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to variable or fixed rate, as the Oil and Gas Properties for each month during case may be, Indebtedness of the period during which Loan Parties at the time such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Dispositioninto.

Swap Contracts. The Borrower will not, Section 7.12(a) of the Credit Agreement shall be and will not permit any other Credit Party to, enter into any it hereby is amended in its entirety to read as follows: (a) Swap Contracts other than entered into with the purpose and effect of mitigating risk with respect to prices of natural gas (including natural gas liquids) and/or crude oil of the Borrower and its Restricted Subsidiaries (including Swap Contracts in respect of commodities entered into to unwind or offset other permitted Swap Contracts); provided that at all times, on a net basis, (i) with Eligible the aggregate notional volume for each of natural gas (including natural gas liquids) and crude oil, calculated separately, covered by market sensitive Swap CounterpartiesContracts for any month in each of the first and second years of the forthcoming five year period (other than Excluded Xxxxxx) shall not exceed 100% of the estimated natural gas (including natural gas liquids) and crude oil production, calculated separately, from the proven producing reserves of the Borrower and its Restricted Subsidiaries for each such month in such forthcoming period, it being understood that crude oil xxxxxx may be used as a substitute for hedging natural gas liquids so long as such crude oil xxxxxx are identified and consistently reported as such, and (ii) with durations not to exceed 120 months at any timethe aggregate notional volume for each of natural gas (including natural gas liquids) and crude oil, and (iii) the notional volumes for which (when aggregated with other commodity calculated separately, covered by market sensitive Swap Contracts then for any month in effect each of the third, fourth and fifth years of the forthcoming five year period (other than basis differential swaps on volumes already hedged pursuant to other Swap ContractsExcluded Xxxxxx) do shall not exceed, as exceed 85% of the date estimated natural gas (including natural gas liquids) and crude oil production from the proven producing reserves of the Borrower and its Restricted Subsidiaries for each such month in such forthcoming period, it being understood that crude oil xxxxxx may be used as a substitute for hedging natural gas liquids so long as such crude oil xxxxxx are identified and consistently reported as such; provided further, that at the time the Swap Contract is entered into the counterparty to such Swap Contract is executed, 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separatelyan Approved Counterparty; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.and

Swap Contracts. The Borrower will not, and will not permit any other Credit Party Be a party to, enter into or in any manner be liable under, any Swap Contracts other than Contract, except: (a) Swap Contracts in entered into with the purpose and effect of mitigating risk with respect to prices of commodities oil, natural gas and/or gas liquids of the Borrower and its Restricted Subsidiaries (including Swap Contracts entered into to unwind or offset other permitted Swap Contracts); provided that at all times, on a net basis, (i) with Eligible all such Swap CounterpartiesContracts for natural gas or natural gas liquids shall not cover for each individual period covered thereby more than 85% of estimated natural gas and gas liquids production from the proven producing reserves of the Borrower and its Restricted Subsidiaries subject to market-sensitive contracts for the forthcoming four year period, and (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity all such Swap Contracts then in effect other for crude oil shall not cover for each individual period covered thereby more than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as 85% of estimated crude oil production from the proven producing reserves of the date Borrower and its Restricted Subsidiaries; provided further, that at the time the Swap Contract is entered into the counterparty to such Swap Contract is executeda Lender Counterparty, 85% or if not a Lender Counterparty, such Person’s senior unsecured debt is rated not less than A- by S&P or not less than A3 by Mxxxx’x; and (b) Swap Contracts entered into with the purpose and effect of (i) fixing or limiting interest rates on a principal amount of indebtedness of any Loan Party that is accruing interest at a variable rate or (ii) obtaining variable interest rates on a principal amount of indebtedness of any Loan Party that is accruing interest at a fixed rate (in each case including Swap Contracts entered into to unwind or offset other permitted Swap Contracts), provided that the aggregate notional amount of such Swap Contracts does not (on a net basis) exceed the outstanding principal balance of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to variable or fixed rate, as the Oil and Gas Properties for each month during case may be, Indebtedness of the period during which Loan Parties at the time such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Dispositioninto.

Swap Contracts. The Borrower will not, and will not permit any other Credit Party to, to enter into any Swap Contracts other than Swap Contracts in respect of commodities (i) with Eligible Swap Counterparties, . (ii) with durations not to exceed 120 months at any time, and (iii) the notional volumes for which (when aggregated with other commodity Swap Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Contracts) do not exceed, as of the date such Swap Contract is executed, 85% of the Projected Oil and Gas Production from Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately; provided that (x) such limitations in clauses (i) and (ii) of this Section 5.6 do not apply to forward agreements requiring the physical delivery of Hydrocarbons and (y) such limitation in clause (iii) of this Section 5.6 shall not apply to Swap Contracts in respect of commodities that are floor prices or puts for which no further payment obligation is owed by such Credit Party and not in excess of 100% of Proved Developed Producing Reserves attributable to the Oil and Gas Properties for each month during the period during which such Swap Contract is in effect for each of crude oil and natural gas, calculated separately. Not later than thirty (30) 30 days after consummation of an Asset Disposition in respect of Oil and Gas Properties which, together with any other Asset Dispositions of Oil and Gas Properties not theretofore taken into account in connection with this sentence, reduces by more than 5% the Credit Parties’ aggregate Projected Oil and Gas Production from Proved Developed Producing Reserves, the Borrower will cause the notional volumes of Swap Contracts maintained by the Borrower and the other Credit Parties in respect of commodities not to exceed in the aggregate the amounts that would be permitted under clause (iii) of the preceding sentence if such Swap Contracts were entered into immediately after giving effect to such Asset Disposition.