Common use of Swaps Clause in Contracts

Swaps. (a) The Sellers listed on Schedule II under the column entitled RiverNorth Swap Parties (each a “RiverNorth Swap Party” and collectively the “RiverNorth Swap Parties”) agree not to amend, modify, waive, extend or voluntarily terminate or settle any of the cash settled total return swaps entered into by such RiverNorth Swap Party with Xxxxxxx Xxxxx International (the “Swap Counterparty”), dated as of the date and with a reference number, in each case, listed opposite such RiverNorth Swap Party’s name on Schedule II (each such swap as in effect on the date hereof without any further changes or modifications, a “Swap” and collectively, the “Swaps”), or to engage in any discussions with respect thereto, in each case, unless Holdings so directs in writing. Each Swap will be valued and settled on the nearest date practicable to such date instructed by Holdings, but in no event shall Holdings specify a date that is following the applicable scheduled valuation date of such Swap (as specified on Schedule II). To the extent that Holdings does not instruct that any Swap with a scheduled valuation date that is on or after December 15, 2016 be settled prior to December 15, 2016 (the “Latest Settlement Date”), the RiverNorth Swap Parties may elect to settle such Swap on a date not earlier than the Latest Settlement Date. Notwithstanding anything to the contrary herein, to the extent that any of the Swaps is settled, terminated or unwound on any earlier date, other than pursuant to Holdings’ instructions pursuant to this Section 1.4 (each an “Early Settled Swap” and collectively, the “Early Settled Swaps”), for the purposes of this Section 1.4, such Early Settled Swap will be deemed to be valued and settled on the Latest Settlement Date or such earlier date as may be designated by Holdings (such date, the “Deemed Swap Settlement Date”) (and this Section 1.4 shall be effective as if the Swap Settlement Date were the Deemed Swap Settlement Date); provided, however, that, in the case of any Early Settled Swap, for purposes of determining any Swap Cash Settlement Amount (as defined in Section 1.4(b)), payment from Buyer to RiverNorth in respect of the Swap Settlement Date (as defined in Section 1.4(b)) in connection with such Early Settled Swap shall be increased by an amount per Company Share underlying such Swap equal to (i) the Swap Cash Settlement Amount (as defined in Section 1.4(b) and determined prior to giving effect to this proviso), if any, multiplied by (ii) the product of (a) 5.75% and (b) the quotient of (x) the actual number of days elapsed from and including the date of such early settlement to, and excluding, the Deemed Swap Settlement Date, divided by (y)

Swaps. (a) The Sellers listed on Schedule II under Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, enter into any Swap Agreement, other than (i) Permitted Commodity Swap Agreements and (ii) Swap Agreements not relating to commodities entered into to hedge or mitigate risks to which the column entitled RiverNorth Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities. (b) Notwithstanding the foregoing, any Loan Party may enter into Swap Parties Agreements with an Approved Counterparty (each such Swap Agreements being “Acquisition Swap Agreements”) in anticipation of the acquisition of Oil and Gas Properties in a “RiverNorth Swap Party” transaction not prohibited by this Agreement (any such Oil and collectively Gas Properties being referred to herein as the “RiverNorth Swap PartiesTarget Oil and Gas Properties”) agree if (x) the Borrower or a Restricted 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 a period of, beginning on the expected closing date of such acquisition equal to amend, modify, waive, extend or voluntarily terminate or settle any the remainder of the cash settled total return calendar year in which such Acquisition Swap Agreements are entered into, plus the next 5 calendar years and (z) the notional volumes hedged pursuant to any such Acquisition Swap Agreement (when aggregated with notional volumes hedged pursuant to all other Acquisition Swap Agreements then in effect other than swaps entered into by such RiverNorth covering basis differential, puts or floors, in each case on volumes already hedged pursuant to other Acquisition Swap Party with Xxxxxxx Xxxxx International (the “Swap Counterparty”)Agreements) do not exceed, dated as of the date such Acquisition Swap Agreement is executed, 100% of the reasonable 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 such Acquisition Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided that should the acquisition fail to close, all derivative transactions associated with a reference numberthe new acquisition will be unwound or otherwise terminated so that the Borrower is in compliance with the hedging restrictions set forth above (such unwinding/termination to be completed within 60 days of the date of the termination of the purchase and sale agreement or such later date as determined by the Administrative Agent in its sole discretion). (c) If, as of any Test Date that occurs while one or more Acquisition Swap Agreements are in effect, the Borrower determines that all Acquisition Swap Agreements then in effect (when aggregated with other commodity Swap Agreements then in effect other than swaps covering basis differential, puts or floors, in each casecase on volumes already hedged pursuant to other Swap Agreements) have notional volumes in excess of the Swap Cap, listed opposite then the Borrower shall (i) have Liquidity of at least $200,000,000 until such RiverNorth time as the Borrower is in compliance with the Swap Party’s name Cap and (ii) furnish to the Administrative Agent, no later than the close of business on Schedule II (each such swap as in effect on the date hereof without any further changes or modificationsTest Date, a “Swap” statement of the Swap Aggregate Exposure as of the last preceding Business Day as of which such amount could be calculated (and collectively, the “Swaps”), or to engage in any discussions with respect theretoevent, in each case, unless Holdings so directs in writing. Each Swap will be valued and settled on the nearest date practicable to such date instructed by Holdings, but in no event shall Holdings specify a date that is following the applicable scheduled valuation date of such Swap (as specified on Schedule II). To the extent that Holdings does not instruct that any Swap with a scheduled valuation date that is on or after December 15, 2016 be settled prior to December 15, 2016 (the “Latest Settlement Date”), the RiverNorth Swap Parties may elect to settle such Swap Business Day on a date not earlier than the Latest Settlement Date. Notwithstanding anything to the contrary herein, to the extent that any of the Swaps is settled, terminated or unwound on any earlier date, other than pursuant to Holdings’ instructions pursuant to this Section 1.4 (each an “Early Settled Swap” and collectively, the “Early Settled Swaps”), for the purposes of this Section 1.4, such Early Settled Swap will be deemed to be valued and settled on the Latest Settlement Date or such earlier date as may be designated by Holdings (such date, the “Deemed Swap Settlement Date”) (and this Section 1.4 shall be effective as if the Swap Settlement Date were the Deemed Swap Settlement Date); provided, however, that, which written confirmations in the case respect of any Early Settled Swap, for applicable Swap Agreements used in any such calculation are available). (d) For all purposes of determining any the aggregate volumes of Swap Cash Settlement Amount (as defined in Agreements under this Section 1.4(b)), payment from Buyer to RiverNorth 8.2.12 [Swaps] there shall be no double counting for transactions and agreements in respect of the Swap Settlement Date (as defined in Section 1.4(b)) in connection with such Early Settled Swap shall be increased by an amount per Company Share underlying such Swap equal to same volumes that hedge different risks, including without limitation: (i) for price swaps and basis swaps in respect of the Swap Cash Settlement Amount (as defined in Section 1.4(b) and determined prior to giving effect to this proviso), if any, multiplied by same volumes; (ii) for financial price swaps that functionally operate as basis swaps in respect of the product same volumes; and (iii) for basis swaps that hedge different components of (a) 5.75% and (b) the quotient of (x) the actual number of days elapsed from and including the date of such early settlement to, and excluding, the Deemed Swap Settlement Date, divided by (y)basis risk.

Swaps. (a) The Sellers listed on Schedule II under Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, enter into any Swap Agreement, other than (i) Permitted Commodity Swap Agreements and (ii) Swap Agreements not relating to commodities entered into to hedge or mitigate risks to which the column entitled RiverNorth Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities. (b) Notwithstanding the foregoing, any Loan Party may enter into Swap Parties Agreements with an Approved Counterparty (each such Swap Agreements being “Acquisition Swap Agreements”) in anticipation of the acquisition of Oil and Gas Properties in a “RiverNorth Swap Party” transaction not prohibited by this Agreement (any such Oil and collectively Gas Properties being referred to herein as the “RiverNorth Swap PartiesTarget Oil and Gas Properties”) agree if (x) the Borrower or a Restricted 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 a period of, beginning on the expected closing date of such acquisition equal to amend, modify, waive, extend or voluntarily terminate or settle any the remainder of the cash settled total return calendar year in which such Acquisition Swap Agreements are entered into, plus the next 5 calendar years and (z) the notional volumes hedged pursuant to any such Acquisition Swap Agreement (when aggregated with notional volumes hedged pursuant to all other Acquisition Swap Agreements then in effect other than swaps entered into by such RiverNorth covering basis differential, puts or floors, in each case on volumes already hedged pursuant to other Acquisition Swap Party with Xxxxxxx Xxxxx International (the “Swap Counterparty”)Agreements ) do not exceed, dated as of the date such Acquisition Swap Agreement is executed, 100% of the reasonable 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 such Acquisition Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided that should the acquisition fail to close, all derivative transactions associated with a reference numberthe new acquisition will be unwound or otherwise terminated so that the Borrower is in compliance with the hedging restrictions set forth above (such unwinding/termination to be completed within 60 days of the date of the termination of the purchase and sale agreement or such later date as determined by the Administrative Agent in its sole discretion). (c) If, as of any Test Date that occurs while one or more Acquisition Swap Agreements are in effect, the Borrower determines that all Acquisition Swap Agreements then in effect (when aggregated with other commodity Swap Agreements then in effect other than swaps covering basis differential, puts or floors, in each casecase on volumes already hedged pursuant to other Swap Agreements) have notional volumes in excess of the Swap Cap, listed opposite then the Borrower shall (i) have Liquidity of at least $200,000,000 until such RiverNorth time as the Borrower is in compliance with the Swap Party’s name Cap and (ii) furnish to the Administrative Agent, no later than the close of business on Schedule II (each such swap as in effect on the date hereof without any further changes or modificationsTest Date, a “Swap” statement of the Swap Aggregate Exposure as of the last preceding Business Day as of which such amount could be calculated (and collectively, the “Swaps”), or to engage in any discussions with respect theretoevent, in each case, unless Holdings so directs in writing. Each Swap will be valued and settled on the nearest date practicable to such date instructed by Holdings, but in no event shall Holdings specify a date that is following the applicable scheduled valuation date of such Swap (as specified on Schedule II). To the extent that Holdings does not instruct that any Swap with a scheduled valuation date that is on or after December 15, 2016 be settled prior to December 15, 2016 (the “Latest Settlement Date”), the RiverNorth Swap Parties may elect to settle such Swap Business Day on a date not earlier than the Latest Settlement Date. Notwithstanding anything to the contrary herein, to the extent that any of the Swaps is settled, terminated or unwound on any earlier date, other than pursuant to Holdings’ instructions pursuant to this Section 1.4 (each an “Early Settled Swap” and collectively, the “Early Settled Swaps”), for the purposes of this Section 1.4, such Early Settled Swap will be deemed to be valued and settled on the Latest Settlement Date or such earlier date as may be designated by Holdings (such date, the “Deemed Swap Settlement Date”) (and this Section 1.4 shall be effective as if the Swap Settlement Date were the Deemed Swap Settlement Date); provided, however, that, in the case of any Early Settled Swap, for purposes of determining any Swap Cash Settlement Amount (as defined in Section 1.4(b)), payment from Buyer to RiverNorth which written confirmations in respect of the any applicable Swap Settlement Date (as defined Agreements used in Section 1.4(bany such calculation are available)) in connection with such Early Settled Swap shall be increased by an amount per Company Share underlying such Swap equal to (i) the Swap Cash Settlement Amount (as defined in Section 1.4(b) and determined prior to giving effect to this proviso), if any, multiplied by (ii) the product of (a) 5.75% and (b) the quotient of (x) the actual number of days elapsed from and including the date of such early settlement to, and excluding, the Deemed Swap Settlement Date, divided by (y).

Swaps. (a) The Sellers listed on Schedule II Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, enter into any Swap Agreement, other than (i) Permitted Commodity Swap Agreements and (ii) Swap Agreements not relating to commodities entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities or equity dilution related to Indebtedness permitted under this Agreement; provided that nothing in this Section 8.2.12 shall prohibit the column entitled RiverNorth Borrower or any Restricted Subsidiary from entering into Permitted Prepaid Put Transactions. (b) Notwithstanding the foregoing, any Loan Party may enter into Swap Parties Agreements with an Approved Counterparty (each such Swap Agreements being “Acquisition Swap Agreements”) in anticipation of the acquisition of Oil and Gas Properties in a “RiverNorth Swap Party” transaction not prohibited by this Agreement (any such Oil and collectively Gas Properties being referred to herein as the “RiverNorth Swap PartiesTarget Oil and Gas Properties”) agree if (x) the Borrower or a Restricted 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 a period of, beginning on the expected closing date of such acquisition equal to amend, modify, waive, extend or voluntarily terminate or settle any the remainder of the cash settled total return calendar year in which such Acquisition Swap Agreements are entered into, plus the next six (6) calendar years and (z) the notional volumes hedged pursuant to any such Acquisition Swap Agreement (when aggregated with notional volumes hedged pursuant to all other Acquisition Swap Agreements then in effect other than swaps entered into by such RiverNorth covering basis differential, puts or floors, in each case on volumes already hedged pursuant to other Acquisition Swap Party with Xxxxxxx Xxxxx International (the “Swap Counterparty”)Agreements) do not exceed, dated as of the date such Acquisition Swap Agreement is executed, 100% of the reasonable 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 of the remainder of the calendar year in which such Acquisition Swap Agreements became effective (beginning on the expected closing date of such acquisition) plus the next five (5) calendar years for each of crude oil and natural gas, calculated separately; provided that (i) should the acquisition fail to close, all derivative transactions associated with a reference numberthe new acquisition will be unwound or otherwise terminated so that the Borrower is in compliance with the hedging restrictions set forth above (such unwinding/termination to be completed within 60 days of the date of the termination of the purchase and sale agreement or such later date as determined by the Administrative Agent in its sole discretion) and (ii) in addition to the limitations set forth above, the total volumes for Acquisition Swap Agreements with respect to any period beyond the remainder of the calendar year in which such Acquisition Swap Agreements became effective plus the next five (5) calendar years shall not exceed 25% of the reasonable 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 Developed Producing Reserves for the sixth (6th) calendar year following the calendar year in which such Acquisition Swap Agreements became effective. (c) If, as of any Test Date that occurs while one or more Acquisition Swap Agreements are in effect, the Borrower determines that all Acquisition Swap Agreements then in effect (when aggregated with other commodity Swap Agreements then in effect other than swaps covering basis differential, puts or floors, in each casecase on volumes already hedged pursuant to other Swap Agreements) have notional volumes in excess of the Swap Cap, listed opposite then the Borrower shall (i) have Liquidity of at least $200,000,000 until such RiverNorth time as the Borrower is in compliance with the Swap Party’s name Cap and (ii) furnish to the Administrative Agent, no later than the close of business on Schedule II (each such swap as in effect on the date hereof without any further changes or modificationsTest Date, a “Swap” statement of the Swap Aggregate Exposure as of the last preceding Business Day as of which such amount could be calculated (and collectively, the “Swaps”), or to engage in any discussions with respect theretoevent, in each case, unless Holdings so directs in writing. Each Swap will be valued and settled on the nearest date practicable to such date instructed by Holdings, but in no event shall Holdings specify a date that is following the applicable scheduled valuation date of such Swap (as specified on Schedule II). To the extent that Holdings does not instruct that any Swap with a scheduled valuation date that is on or after December 15, 2016 be settled prior to December 15, 2016 (the “Latest Settlement Date”), the RiverNorth Swap Parties may elect to settle such Swap Business Day on a date not earlier than the Latest Settlement Date. Notwithstanding anything to the contrary herein, to the extent that any of the Swaps is settled, terminated or unwound on any earlier date, other than pursuant to Holdings’ instructions pursuant to this Section 1.4 (each an “Early Settled Swap” and collectively, the “Early Settled Swaps”), for the purposes of this Section 1.4, such Early Settled Swap will be deemed to be valued and settled on the Latest Settlement Date or such earlier date as may be designated by Holdings (such date, the “Deemed Swap Settlement Date”) (and this Section 1.4 shall be effective as if the Swap Settlement Date were the Deemed Swap Settlement Date); provided, however, that, which written confirmations in the case respect of any Early Settled Swap, for applicable Swap Agreements used in any such calculation are available). (d) For all purposes of determining any the aggregate volumes of Swap Cash Settlement Amount (as defined in Agreements under this Section 1.4(b)), payment from Buyer to RiverNorth 8.2.12 [Swaps] there shall be no double counting for transactions and agreements in respect of the Swap Settlement Date (as defined in Section 1.4(b)) in connection with such Early Settled Swap shall be increased by an amount per Company Share underlying such Swap equal to same volumes that hedge different risks, including without limitation: (i) for price swaps and basis swaps in respect of the Swap Cash Settlement Amount (as defined in Section 1.4(b) and determined prior to giving effect to this proviso), if any, multiplied by same volumes; (ii) for financial price swaps that functionally operate as basis swaps in respect of the product same volumes; and (iii) for basis swaps that hedge different components of (a) 5.75% and (b) the quotient of (x) the actual number of days elapsed from and including the date of such early settlement to, and excluding, the Deemed Swap Settlement Date, divided by (y)basis risk.

Swaps. (a) The Sellers listed on Schedule II under Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, enter into any Swap Agreement, other than (i) Permitted Commodity Swap Agreements and (ii) Swap Agreements not relating to commodities entered into to hedge or mitigate risks to which the column entitled RiverNorth Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities. (b) Notwithstanding the foregoing, any Loan Party may enter into Swap Parties Agreements with an Approved Counterparty (each such Swap Agreements being “Acquisition Swap Agreements”) in anticipation of the acquisition of Oil and Gas Properties in a “RiverNorth Swap Party” transaction not prohibited by this Agreement (any such Oil and collectively Gas Properties being referred to herein as the “RiverNorth Swap PartiesTarget Oil and Gas Properties”) agree if (x) the Borrower or a Restricted 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 a period of, beginning on the expected closing date of such acquisition equal to amend, modify, waive, extend or voluntarily terminate or settle any the remainder of the cash settled total return calendar year in which such Acquisition Swap Agreements are entered into, plus the next 5 calendar years and (z) the notional volumes hedged pursuant to any such Acquisition Swap Agreement (when aggregated with notional volumes hedged pursuant to all other Acquisition Swap Agreements then in effect other than swaps entered into by such RiverNorth covering basis differential, puts or floors, in each case on volumes already hedged pursuant to other Acquisition Swap Party with Xxxxxxx Xxxxx International (the “Swap Counterparty”)Agreements) do not exceed, dated as of the date such Acquisition Swap Agreement is executed, 100% of the reasonable 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 such Acquisition Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided that should the acquisition fail to close, all derivative transactions associated with a reference numberthe new acquisition will be unwound or otherwise terminated so that the Borrower is in compliance with the hedging restrictions set forth above (such unwinding/termination to be completed within 60 days of the date of the termination of the purchase and sale agreement or such later date as determined by the Administrative Agent in its sole discretion). (c) If, as of any Test Date that occurs while one or more Acquisition Swap Agreements are in effect, the Borrower determines that all Acquisition Swap Agreements then in effect (when aggregated with other commodity Swap Agreements then in effect other than swaps covering basis differential, puts or floors, in each casecase on volumes already hedged pursuant to other Swap Agreements) have notional volumes in excess of the Swap Cap, listed opposite then the Borrower shall (i) have Liquidity of at least $200,000,000 until such RiverNorth time as the Borrower is in compliance with the Swap Party’s name Cap and (ii) furnish to the Administrative Agent, no later than the close of business on Schedule II (each such swap as in effect on the date hereof without any further changes or modificationsTest Date, a “Swap” statement of the Swap Aggregate Exposure as of the last preceding Business Day as of which such amount could be calculated (and collectively, the “Swaps”), or to engage in any discussions with respect theretoevent, in each case, unless Holdings so directs in writing. Each Swap will be valued and settled on the nearest date practicable to such date instructed by Holdings, but in no event shall Holdings specify a date that is following the applicable scheduled valuation date of such Swap (as specified on Schedule II). To the extent that Holdings does not instruct that any Swap with a scheduled valuation date that is on or after December 15, 2016 be settled prior to December 15, 2016 (the “Latest Settlement Date”), the RiverNorth Swap Parties may elect to settle such Swap Business Day on a date not earlier than the Latest Settlement Date. Notwithstanding anything to the contrary herein, to the extent that any of the Swaps is settled, terminated or unwound on any earlier date, other than pursuant to Holdings’ instructions pursuant to this Section 1.4 (each an “Early Settled Swap” and collectively, the “Early Settled Swaps”), for the purposes of this Section 1.4, such Early Settled Swap will be deemed to be valued and settled on the Latest Settlement Date or such earlier date as may be designated by Holdings (such date, the “Deemed Swap Settlement Date”) (and this Section 1.4 shall be effective as if the Swap Settlement Date were the Deemed Swap Settlement Date); provided, however, that, in the case of any Early Settled Swap, for purposes of determining any Swap Cash Settlement Amount (as defined in Section 1.4(b)), payment from Buyer to RiverNorth which written confirmations in respect of the any applicable Swap Settlement Date (as defined Agreements used in Section 1.4(bany such calculation are available)) in connection with such Early Settled Swap shall be increased by an amount per Company Share underlying such Swap equal to (i) the Swap Cash Settlement Amount (as defined in Section 1.4(b) and determined prior to giving effect to this proviso), if any, multiplied by (ii) the product of (a) 5.75% and (b) the quotient of (x) the actual number of days elapsed from and including the date of such early settlement to, and excluding, the Deemed Swap Settlement Date, divided by (y).

Swaps. (a) The Sellers listed on Schedule II Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, enter into any Swap Agreement, other than (i) Permitted Commodity Swap Agreements and (ii) Swap Agreements not relating to commodities entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities or equity dilution related to Indebtedness permitted under this Agreement. (b) Notwithstanding the column entitled RiverNorth foregoing, any Loan Party may enter into Swap Parties Agreements with an Approved Counterparty (each such Swap Agreements being “Acquisition Swap Agreements”) in anticipation of the acquisition of Oil and Gas Properties in a “RiverNorth Swap Party” transaction not prohibited by this Agreement (any such Oil and collectively Gas Properties being referred to herein as the “RiverNorth Swap PartiesTarget Oil and Gas Properties”) agree if (x) the Borrower or a Restricted 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 a period of, beginning on the expected closing date of such acquisition equal to amend, modify, waive, extend or voluntarily terminate or settle any the remainder of the cash settled total return calendar year in which such Acquisition Swap Agreements are entered into, plus the next 5 calendar years and (z) the notional volumes hedged pursuant to any such Acquisition Swap Agreement (when aggregated with notional volumes hedged pursuant to all other Acquisition Swap Agreements then in effect other than swaps entered into by such RiverNorth covering basis differential, puts or floors, in each case on volumes already hedged pursuant to other Acquisition Swap Party with Xxxxxxx Xxxxx International (the “Swap Counterparty”)Agreements) do not exceed, dated as of the date such Acquisition Swap Agreement is executed, 100% of the reasonable 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 such Acquisition Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided that should the acquisition fail to close, all derivative transactions associated with a reference numberthe new acquisition will be unwound or otherwise terminated so that the Borrower is in compliance with the hedging restrictions set forth above (such unwinding/termination to be completed within 60 days of the date of the termination of the purchase and sale agreement or such later date as determined by the Administrative Agent in its sole discretion). (c) If, as of any Test Date that occurs while one or more Acquisition Swap Agreements are in effect, the Borrower determines that all Acquisition Swap Agreements then in effect (when aggregated with other commodity Swap Agreements then in effect other than swaps covering basis differential, puts or floors, in each casecase on volumes already hedged pursuant to other Swap Agreements) have notional volumes in excess of the Swap Cap, listed opposite then the Borrower shall (i) have Liquidity of at least $200,000,000 until such RiverNorth time as the Borrower is in compliance with the Swap Party’s name Cap and (ii) furnish to the Administrative Agent, no later than the close of business on Schedule II (each such swap as in effect on the date hereof without any further changes or modificationsTest Date, a “Swap” statement of the Swap Aggregate Exposure as of the last preceding Business Day as of which such amount could be calculated (and collectively, the “Swaps”), or to engage in any discussions with respect theretoevent, in each case, unless Holdings so directs in writing. Each Swap will be valued and settled on the nearest date practicable to such date instructed by Holdings, but in no event shall Holdings specify a date that is following the applicable scheduled valuation date of such Swap (as specified on Schedule II). To the extent that Holdings does not instruct that any Swap with a scheduled valuation date that is on or after December 15, 2016 be settled prior to December 15, 2016 (the “Latest Settlement Date”), the RiverNorth Swap Parties may elect to settle such Swap Business Day on a date not earlier than the Latest Settlement Date. Notwithstanding anything to the contrary herein, to the extent that any of the Swaps is settled, terminated or unwound on any earlier date, other than pursuant to Holdings’ instructions pursuant to this Section 1.4 (each an “Early Settled Swap” and collectively, the “Early Settled Swaps”), for the purposes of this Section 1.4, such Early Settled Swap will be deemed to be valued and settled on the Latest Settlement Date or such earlier date as may be designated by Holdings (such date, the “Deemed Swap Settlement Date”) (and this Section 1.4 shall be effective as if the Swap Settlement Date were the Deemed Swap Settlement Date); provided, however, that, which written confirmations in the case respect of any Early Settled Swap, for applicable Swap Agreements used in any such calculation are available). (d) For all purposes of determining any the aggregate volumes of Swap Cash Settlement Amount (as defined in Agreements under this Section 1.4(b)), payment from Buyer to RiverNorth 8.2.12 [Swaps] there shall be no double counting for transactions and agreements in respect of the Swap Settlement Date (as defined in Section 1.4(b)) in connection with such Early Settled Swap shall be increased by an amount per Company Share underlying such Swap equal to same volumes that hedge different risks, including without limitation: (i) for price swaps and basis swaps in respect of the Swap Cash Settlement Amount (as defined in Section 1.4(b) and determined prior to giving effect to this proviso), if any, multiplied by same volumes; (ii) for financial price swaps that functionally operate as basis swaps in respect of the product same volumes; and (iii) for basis swaps that hedge different components of (a) 5.75% and (b) the quotient of (x) the actual number of days elapsed from and including the date of such early settlement to, and excluding, the Deemed Swap Settlement Date, divided by (y)basis risk.