Common use of Swap Agreements Clause in Contracts

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

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

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

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

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

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

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

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

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) which are for combined durations of not more than sixty (60) months, (ii) with an Approved Counterparty Counterparty, and (iiiii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production Projected Production from Proved Developed Producing Reserves during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately (natural gas liquids shall be included in crude oil volumes at 50% of the reasonably anticipated Projected Production from Proved Developed Producing Reserves) and (b) Swap Agreements in respect of interest rates with an Approved Counterparty with the purpose and effect of fixing interest rates on a principal amount of indebtedness of the Borrower that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such contracts never exceeds 75% 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 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; provided, further, that if, at the end of any calendar month or for any other period as determined by the Administrative Agent and the Majority Lenders, the aggregate notional volumes covered by Swap Agreements exceed 85% of such Projected Production from Proved Developed Producing Reserves during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , in any month, the Borrower shall, or shall cause any Subsidiary to, either (bX) unwind, assign or terminate Swap Agreements with respect to such month such that the maximum aggregate notional volumes covered by all remaining Swap Agreements with respect to such month shall not, in respect any event, exceed 85% of interest rates with an Approved CounterpartyProjected Production of crude oil or natural gas, as follows: so reduced or (iY) make other arrangements satisfactory to the Administrative Agent and the Majority Lenders in their reasonable discretion to mitigate risks attendant to having Swap Agreements effectively converting interest rates from fixed to floatingwith such excess volumes, which arrangements could include the notional amounts posting of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post additional collateral or margin to secure their obligations under such Swap Agreement the Indebtedness or to cover market exposuresother acceptable arrangements.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Swap Agreements. The Borrower Parent and the Borrowers will not, and will not ---------------- permit any Subsidiary other Credit Party to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and which Swap Agreements shall not, in any case, have a tenor of greater than five and one-half (5.5) years, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Credit Parties’ then in effect effectively converting in respect of interest rates from fixed to floatingrates) do not exceed 50100% of the then outstanding principal amount of the Borrower's Credit Parties’ Debt for borrowed money money, and which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixedshall not, the notional amounts in any case, have a tenor of which greater than five (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed5) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)years. In no event shall any Swap Agreement to which any Credit Party is a party contain any requirement, agreement or covenant for the Borrower or any Subsidiary Credit Party to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. Further, Parent and the Borrowers will not, and will not permit any other Credit Party to, terminate any Swap Agreement, now existing or hereafter arising, which has been or will be incorporated into the determination of the Borrowing Base and, as applicable, the Conforming Borrowing Base, without the prior written consent of the Required Lenders.

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

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

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

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

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

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

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

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

Swap Agreements. (a) The Parent, OP LLC and the Borrower will not, and will not ---------------- permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes 110 already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves executed (and for each month during the period during which such Swap Agreement is in effect effect), for each full calendar month during the forthcoming sixty (60) consecutive full calendar months following the date of determination, 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 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, that (bx) the Borrower may update 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 each case, reasonably satisfactory to the Administrative Agent (and shall include new reasonably anticipated Hydrocarbon production from new xxxxx or other production improvements and any dispositions, well shut-ins and other reductions of, or decreases to, production) and (y) the Borrower may purchase puts and floors the notional volumes for which exceed the foregoing percentage limitations (but which do not cause all notional volumes hedged to exceed 100% of the 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 purchased), Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; , any Permitted Bond Hedge Transaction(s), and (c) Swap Agreements required under Section 7.01(r)any Permitted Warrant Transaction. In no event shall any Swap Agreement contain any requirement, agreement or covenant requirement for the Borrower or any Restricted Subsidiary to post post, during the term of this Agreement, collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and in no event shall any Swap Agreements in respect of interest rates have a term beyond 48 months from the date of execution thereof or any Swap Agreements in respect of commodities have a term beyond 60 months from the date of execution thereof.

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

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

Swap Agreements. (a) The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (iA) with an Approved Counterparty Counterparty, (B) the tenor of which is not more than 60 months from the date such Swap Agreement is executed, and (iiC) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, calculated separately; , and (bii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (iA) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 5075% of the then outstanding anticipated principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (iiB) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In Except as provided herein, in no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures and such Swap Agreements shall not be for speculative purposes. Notwithstanding the foregoing, the Borrower and any Subsidiary may enter into Swap Agreements in respect of crude oil or natural gas that are puts or floors, provided that such puts and floors are independent and are not matched with a ceiling or call (i.e., costless collars or participating structures). Notwithstanding the foregoing Section 9.18(a), on or prior to the date of the consummation of the Acquisition, the Borrower has entered into Swap Agreements with an Approved Counterparty the notional volumes that do not exceed 115% of the reasonably anticipated production from the Borrower’s existing Proved Developed Producing Oil and Gas Properties for each month during the period during which such Swap Agreements are in effect for each of crude oil, natural gas and natural gas liquids, calculated separately and the Borrower shall be permitted to maintain such Swap Agreements in such notional volumes pursuant to the terms thereof; provided that (i) the notional volumes for all such Swap Agreements shall not exceed 115% of the reasonably anticipated production from the Borrower’s existing Proved Developed Producing Oil and Gas Properties for each month during the period during which such Swap Agreements are in effect for each of crude oil, natural gas and natural gas liquids, calculated separately on or after January 31, 2011 and (ii) the Borrower complies with Section 9.18(a) no later than January 31, 2011. For the avoidance of doubt, the Borrower will not be required to unwind any Swap Agreements entered into during the foregoing periods, but will not be allowed to enter into additional Swap Agreements until such addition can be accomplished within the limits established by Section 9.18(a).

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

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Subsidiary of its Restricted Subsidiaries to, enter into or maintain any Swap Agreement, except the Existing Swap Agreements, and Swap Agreements entered into in the ordinary course of business with any Person other than Approved Counterparties and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure, and (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Credit Party; provided that such Swap Agreements in respect of commodities (at the time each transaction under such Swap Agreement is entered into) would (i) with an Approved Counterparty and (ii) not cause the aggregate notional volumes for which (when aggregated with other commodity amount of Hydrocarbons under all Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other (including the Existing Swap Agreements) are not in excess of, as to exceed at any time (1) ninety percent (90%) of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected forecasted production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements proved developed producing reserves of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% for the first three years of the then outstanding principal amount forthcoming five year period and (2) eighty percent (80%) of the Borrower's Debt forecasted production from proved producing reserves of the Borrower and the Restricted Subsidiaries for borrowed money which bears interest at a fixed rate the fourth and fifth years of the forthcoming five year period, and (ii) with respect to interest rates, not cause all 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 (including the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Existing Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Subsidiary of its Restricted Subsidiaries to, enter into or maintain any Swap Agreement, except the Existing Swap Agreements, and Swap Agreements entered into in the ordinary course of business with any Person other than Approved Counterparties and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure, and (b) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Credit Party; provided that such Swap Agreements in respect (at the time each transaction under such Swap Agreement is entered into) would not cause the aggregate notional amount of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Hydrocarbons under all Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other (including the Existing Swap Agreements) are not in excess of, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: to exceed at any time (i) Swap Agreements effectively converting interest rates eighty percent (80%) of the “forecasted production from fixed to floating, the notional amounts of which total proved reserves” (when aggregated with all other Swap Agreements as defined below) of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% for each of the then outstanding principal amount first two years of the Borrower's Debt for borrowed money which bears interest at a fixed rate forthcoming five year period and (ii) Swap Agreements effectively converting interest rates seventy percent (70%) of the forecasted production from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements total proved reserves of the Borrower and its the Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% for each of the then outstanding principal amount third, fourth and fifth years of the Borrower's Debt forthcoming five year period. As used in this Section, “forecasted production from total proved reserves” means the forecasted production of Crude Oil and Natural Gas as reflected in the most recent Reserve Report delivered to the Administrative Agent pursuant to Section 6.01, after giving effect to any pro forma adjustments for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)the consummation of any acquisitions or dispositions since the effective date of such Reserve Report. In no event shall any Swap Agreement contain any requirement, agreement or covenant for Once the Borrower or any Subsidiary Restricted Subsidiaries enters into a Swap Agreement or any hedge transaction pursuant to post collateral any Swap Agreement, the terms and conditions of such Swap Agreement and such hedge transaction may not be amended or margin to secure their obligations under modified, nor may such Swap Agreement or hedge transaction be sold, assigned, transferred, cancelled or otherwise disposed of without the prior written consent of Majority Lenders. Each Credit Party and each Lender agrees and acknowledges that (i) the Existing Swap Agreements are Swap Agreements permitted under this Section 7.05, (ii) as of the Effective Date, the counterparty to cover market exposures.each Existing Swap Agreement is a Lender Counterparty, and (iii) the obligations of the Credit Parties under the Existing Swap Agreements are included in the defined term “Obligations” and such obligations are entitled to the benefits of, and are secured by the Liens granted under, the Security Instruments. 65283302.6

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Swap Agreements. The Neither the Borrower nor any Material ---------------- Subsidiary will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreementseffect) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gaseffect, calculated separately; (b) Swap Agreements effectively converting interest rates from floating to fixed (i) with an Approved Counterparty and (ii) the notional amounts of which (when aggregated with other interest rate Swap Agreements then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of principal amount of the Borrower's floating rate Debt in respect of interest rates with an Approved Counterpartyborrowed money, as follows: (ic) Swap Agreements effectively converting interest rates from fixed to floating, floating (i) with an Approved Counterparty and (ii) the notional amounts of which (when aggregated with all other interest rate Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50100% of the then outstanding principal amount of the Borrower's fixed rate Debt for in respect of borrowed money which bears interest at a fixed rate (including, without limitation, the Borrower's 5.75% Senior Convertible Notes), and (d) Swap Agreements in respect of currencies (i) with an Approved Counterparty, (ii) Swap Agreements effectively converting interest rates from floating such transactions are to fixed, the notional amounts of which hedge actual or expected fluctuations in currencies and are not for speculative purposes and (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixediii) such transactions do not exceed 75% of involve termination or expiry dates longer than six (6) months after the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)trade date in respect thereof. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Material Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresexposures other than usual and customary requirements to deliver letters of credit or post cash collateral.

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

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

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

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

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

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

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

Swap Agreements. The Borrower will not, and nor will not ---------------- it permit any Subsidiary of its Restricted Subsidiaries to, enter into or maintain any Swap Agreements with any Person other than (a) Agreement, except Swap Agreements in respect of commodities (i) with an Approved Counterparty having a tenor not greater than 5 years entered into in the ordinary course of business and not for speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or any Restricted Subsidiary has actual exposure; provided that such Swap Agreements (at the time each transaction under such Swap Agreement is entered into) would not cause the aggregate notional volume for each of Crude Oil and Natural Gas, calculated separately, under all Swap Agreements then in effect to exceed eighty percent (80%) of the “forecasted production from proved producing reserves” (as defined below) of the Borrower and the Restricted Subsidiaries for each month during the period such Swap Agreement is in effect; except that, with respect to the determination of the Borrower’s compliance with this Section 7.05 during the calendar year ending December 31, 2009, such notional volumes for each of Crude Oil and Natural Gas, calculated separately, shall not exceed the greater of (i) the notional volumes of all Swap Agreements in effect as of April 22, 2008 and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are not in excess ofpermitted under the immediately preceding proviso, as of the date such Swap Agreement is executed, 75% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; (b) Swap Agreements in respect of effectively cap, collar or exchange interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floatingfloating rates, from one floating rate to another floating rate or otherwise) the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting with respect to interest rates from fixed to floatingrates) do not exceed 50100% of the then outstanding principal amount of the Borrower's Debt Indebtedness for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then Subsidiaries, on a consolidated basis. As used in this clause, “forecasted production from proved producing reserves” means the forecasted production of Crude Oil and Natural Gas as reflected in the most recent Reserve Report delivered to the Administrative Agent pursuant to Section 6.01, after giving effect effectively converting interest rates from floating to fixed) do any pro forma adjustments for the consummation of any Acquisitions or dispositions since the effective date of such Reserve Report. In the event any Credit Party enters into a Swap Agreement, the terms and conditions of such Swap Agreement may not exceed 75% 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 Required Lenders (it being understood that any Lender Counterparty may sell assign, transfer, unwind, novate or otherwise dispose of its rights and interests in any Swap Agreement to any Approved Counterparty at any time). Upon the request of the then outstanding principal amount Required Lenders, Borrower will, and will cause each Restricted Subsidiary to, take all actions necessary to cause all of its right, title and interest in each Swap Agreement to which it is a party and the hedge transactions related thereto to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (a) expressly permit such assignment and (b) upon the occurrence of any default or event of default under such agreement or contract, (i) to permit the Lenders to cure such default or event of default and assume the obligations of such Credit Party under such agreement or contract and (ii) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Credit Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (i). Upon the request of the Administrative Agent, the Borrower shall, within thirty (30) days of such request, provide to the Administrative Agent and each Lender copies of all agreements, documents and instruments evidencing the Swap Agreements not previously delivered to the Administrative Agent and Lenders, certified as true and correct by a Financial Officer of the Borrower's Debt for borrowed money which bears interest at a floating rate; , and (c) such other information regarding such Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for as the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposuresAdministrative Agent and Lenders may reasonably request.

Swap Agreements. The Borrower will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 75100% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; provided that all such Swap Agreements described in the foregoing clauses (a) and (cb) shall be on commercially reasonable terms and entered into on an arm’s length basis. Except for the BP Swap Agreements required under Agreement and the Cargill Swap Agreement, but subject to the limitations set forth in Section 7.01(r9.03(g). In , in no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. The Borrower will not permit Xxxxxx 2009 Partnership to enter into any Swap Agreements.

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

Swap Agreements. The Borrower Parent and the Borrowers will not, and will not ---------------- permit any Subsidiary other Credit Party to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7580% of the reasonably anticipated projected production from Proved Developed Producing Reserves proved, developed, producing Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , and which Swap Agreements shall not, in any case, have a tenor of greater than three (3) years, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries Credit Parties’ then in effect effectively converting in respect of interest rates from fixed to floatingrates) do not exceed 50100% of the then outstanding principal amount of the Borrower's Credit Parties’ Debt for borrowed money money, and which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixedshall not, the notional amounts in any case, have a tenor of which greater than five (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed5) do not exceed 75% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r)years. In no event shall any Swap Agreement to which any Credit Party is a party contain any requirement, agreement or covenant for the Borrower or any Subsidiary Credit Party to post cash or other collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. Further, Parent and the Borrowers will not, and will not permit any other Credit Party to, terminate any Swap Agreement, now existing or hereafter arising, which has been or will be incorporated into the determination of the Borrowing Base without the prior written consent of the Required Lenders.

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

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

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

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

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; , for each of the next five succeeding calendar years, provided that puts and put options may be purchased on production that is subject of an acquisition, pending the completion of such acquisition, and puts, excluding the effect of the provision for pending acquisitions, may be purchased limited to total notional volumes of all Swap Agreements and puts options not exceeding 100% of projected production from Proved Developed Producing Properties as described in (a)(ii) above, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7590% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

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

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

Swap Agreements. The Neither the Borrower nor any of its Subsidiaries will not, and will not ---------------- permit any Subsidiary to, enter into any Swap Agreements with any Person other than (ai) Swap Agreements in respect of commodities (i1) with an Approved Counterparty and (ii2) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are do not in excess ofexceed, as of the date such Swap Agreement is executed, 7585% of the reasonably anticipated projected production from Proved Developed Producing Reserves Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil oil, natural gas and natural gasgas liquids, each calculated separately; separately (bfor purposes of the foregoing, natural gas liquids may he hedged directly or for crude oil in a ratio based on current market conditions and acceptable to the Administrative Agent), for each of the next five succeeding calendar years, provided that upon the date the Borrower or any of its Subsidiaries signs a definitive acquisition agreement for any acquisition of Property or Equity Interests of any Person not prohibited by this Agreement, Swap Agreements may be entered into for 85% of the reasonably anticipated projected production from Proved Developed Producing Properties the subject of such acquisition (provided that should such acquisition fail to close within 60 days of the date the Borrower or any of its Subsidiaries signing such definitive acquisition agreement, the Borrower shall, or shall cause such Subsidiary, to terminate or unwind such Swap Agreements entered into in respect of such acquisition such that the Borrower or its Subsidiaries are in compliance with clause (a)(ii) above), excluding the effect of the provision for pending acquisitions, may be purchased limited to total notional volumes of all Swap Agreements and puts options not exceeding 100% of projected production from Proved Developed Producing Properties as described in (a)(ii) above, and ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements which effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower's Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 7590% of the then outstanding principal amount of the Borrower's ’s Debt for borrowed money which bears interest at a floating rate; and (c) Swap Agreements required under Section 7.01(r). In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary of its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures.

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

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

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

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

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

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

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

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

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

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

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

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