Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Option and the Exercise Price per Share may be adjusted pursuant to the Plan.

Adjustment. The individual goals performance component of each Participant’s Annual Incentive Award (determined without application of this Section 4.4) is subject to the aggregate funded amount for the individual goals performance component of all Participants (determined based on the AOI Performance Factor) and to adjustment by managers. Such adjustment may be negative for those Participants who do not achieve the applicable goals, and positive for those Participants who demonstrate outstanding accomplishments. For purposes of applying this Section 4.4, any positive adjustment made to the individual goals performance component of the Annual Incentive Award of one Participant must result in a dollar-for-dollar negative adjustment to the individual goals performance component of the Annual Incentive Award of one or more other Participants so that, in the aggregate, the application of the manager adjustment described in this Section 4.4 to all the Participants shall not result in any additional cost to the Company and its Affiliates for the group of Participants over which a particular manager retains authority.

Adjustment. In the event of any equity restructuring, whether a stock dividend, recapitalization, split-up or combination of shares, or otherwise, affects the Common Stock such that an adjustment is required in order to preserve the benefits intended to be provided by the Plan, the Committee (subject in the case of Incentive Stock Options to any limitation required under the Code) shall equitably adjust any or all of # the number and kind of shares in respect of which Awards may be made under the Plan, # the number and kind of shares subject to outstanding Awards and # the exercise price with respect to any of the foregoing, provided that the number of shares subject to any Award shall always be a whole number.

Adjustment. Pursuant to Section 9 of the Plan and the Guidelines, the Committee will (in the case of a Covered Employee) and may (with respect to other Participants) adjust the Performance Targets for the relevant Performance Period to exclude the impact of charges for restructurings, discontinued operations, extraordinary items, all non-cash charges resulting from any write-down of oil and gas properties and all other non-cash components of Accumulated Other Comprehensive Income (AOCI), other unusual or non-recurring items, and the cumulative effect of accounting changes, each as defined by generally accepted accounting principles and as identified in Southwestern’s audited financial statements, including the notes thereto.

Covenants. Guarantor hereby covenants and agrees with [[Organization C:Organization]] as follows:

Covenants. So long as principal of and interest on the Term Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied, the Borrower shall comply with all the covenants and agreements applicable to it contained in Articles VI (Affirmative Covenants) and VII (Negative Covenants) of the Incorporated Agreement, including for purposes of this Paragraph 4

Covenants. The parties hereby agree that # the provisions of paragraph 8 are hereby incorporated by reference into this paragraph 12 and shall continue to apply during the period commencing on the Commencement Date and ending on the later of the termination of the Advisor Period and the termination of the Producer Period (such period, the “Extended Restriction Period”) (other than with respect to any Project which [[Organization A:Organization]] has rejected or failed to accept appropriately pursuant to the First Look), and any period set forth in the provisions of paragraph 8 that survives any termination of employment or the Employment Term shall survive for the same duration following termination of the Extended Restriction Period, and # the provisions of paragraph 8(a), 8(b) and 8(f) that would otherwise terminate upon the expiration of the Original Employment Term shall continue to apply following the expiration of the Original Employment Term during the Extended Restriction Period, and shall remain in effect as follows: # with respect to paragraphs 8(a) and 8(b), until the first anniversary of the termination of the Extended Restriction Period, unless such Extended Restriction Period terminates as a result of the expiration of the Original Advisor Period or the Original Producer Period (in which case the provisions of paragraphs 8(a) and 8(b) shall end on the last day of the Original Advisor Period or the Original Producer Period, as the case may be), and # with respect to paragraph 8(f), until the second anniversary of the termination of the Extended Restriction Period, unless such Extended Restriction Period terminates as a result of the expiration of the Original Advisor Period or the Original Producer Period (in which case the provisions of paragraph 8(f) shall end on the last day of the Original Advisor Period or the Original Producer Period, as the case may be).

Covenants. Each of the covenants, agreements and obligations of the EnTrust Contributor contained in this Agreement and required to be performed or complied with by the EnTrust Contributor, any EnTrust Entity or Hymowitz, as applicable, on or before the Closing shall have been performed or complied with in all material respects (provided that with respect to covenants, agreements and obligations that are qualified by materiality, the EnTrust Contributor, any EnTrust Entity or Hymowitz, as applicable, shall have performed or complied with such covenants, agreements and obligations as so qualified, in all respects).

Covenants. Each of the covenants, agreements and obligations of the Permal Contributor or the Company contained in this Agreement and required to be performed or complied with by the Permal Contributor, any Permal Entity or the Company, as applicable, on or before the Closing shall have been performed or complied with in all material respects (provided that with respect to covenants, agreements and obligations that are qualified by materiality, the Permal Contributor and the Company shall have performed or complied with such covenants, agreements and obligations as so qualified, in all respects).

Covenants. The Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit B.