No Loan Party nor any Subsidiary of any Loan Party is a party to any Hedging Agreement as of the Closing Date except as set forth on [Schedule 5.18].

Hedging Transactions. No Borrower or Subsidiary will be a party to or in any manner be liable on any Hedging Contract except:

Hedging. If requested by Buyer in writing, a Seller shall enter into Interest Rate Protection Agreements, in an amount in accordance with Buyer’s reasonable written request, with counterparties reasonably acceptable to Buyer (which may at such Seller’s option include Affiliates of Buyer), having terms with respect to protection against fluctuations in interest rates reasonably acceptable to Buyer. A Seller may enter such Interest Rate Protection Agreements as part of such Seller’s hedging strategies covering such Seller’s mortgage loans and other assets other than the Purchased Assets.

Hedging. The Borrower shall at all times satisfy the Hedge Requirements.

Hedging Transactions. No Borrower or Subsidiary will be a party to or in any manner be liable on any Hedging Contract except:

Hedging Obligations. The Company shall not and shall not permit any of its Subsidiaries to enter into any interest rate, commodity or foreign currency exchange, swap, collar, cap or similar agreements evidencing Hedging Obligations, other than interest rate, foreign currency or commodity exchange, swap, collar, cap or similar agreements entered into by the Company or such Subsidiary pursuant to which the Company or such Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, which are non- speculative in nature. Such permitted hedging agreements entered into by the Company or any Subsidiary and any Lender or any affiliate of any Lender are sometimes referred to herein as “Hedging Agreements.”

Minimum Hedging. Within thirty (30) days of the end of each fiscal quarter on a rolling basis, the Borrower shall at all times maintain Swap Agreements with one or more Approved Counterparties with the purpose and effect of # fixing prices on crude oil (including

Hedging. Failure of the Borrower to maintain Hedge Agreements satisfying the Hedge Requirements and such failure continues for five (5) Business Days or any Hedge Counterparty ceases to be a Qualifying Hedge Counterparty and such Hedge Counterparty is not replaced with a Qualifying Hedge Counterparty within ten (10) Business Days.

Hedging Obligations. The Company shall not and shall not permit any of its Subsidiaries to enter into any interest rate, commodity or foreign currency exchange, swap, collar, cap or similar agreements evidencing Hedging Obligations, other than interest rate, foreign currency or commodity exchange, swap, collar, cap or similar agreements entered into by the Company or such Subsidiary pursuant to which the Company or such Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, which are non-speculative in nature. Such permitted hedging agreements entered into by the Company or any Subsidiary and any Lender or any affiliate of any Lender are sometimes referred to herein as “Hedging Agreements.” (N) Issuance of Disqualified Stock. From and after the Closing Date, neither the Company, nor any of its Subsidiaries shall issue to any Person (other than the Company or a wholly-owned Subsidiary) any Disqualified Stock unless after giving effect to the next sentence, such Disqualified Stock and Indebtedness is issued in accordance with the terms of this Agreement. All issued and outstanding Disqualified Stock issued to any Person (other than the Company or a wholly-owned Subsidiary) shall be treated as Indebtedness for all purposes of this Agreement (and as funded Indebtedness for purposes of [Section 7.1(F)]), and the amount of such deemed Indebtedness shall be the aggregate amount of the liquidation preference of such Disqualified Stock.

Hedging. If requested by Buyer in writing, a Seller shall enter into Interest Rate Protection Agreements, in an amount in accordance with Buyer’s reasonable written request, with Buyer or any Affiliate or other counterparties reasonably acceptable to Buyer, having terms with respect to protection against fluctuations in interest rates reasonably acceptable to Buyer. A Seller may enter such Interest Rate Protection Agreements as part of such Seller’s hedging strategies covering such Seller’s mortgage loans and other assets other than the Purchased Assets.