Common use of Draft Projections Clause in Contracts

Draft Projections. 7.5.1 The Company shall (in consultation with the Technical Bank and the Agent): (A) in the case of any Projection other than a Disposal Projection, prepare a draft Projection using: (1) all the Assumptions that have been agreed between the Company and the Agent or Technical Bank pursuant to Clauses 7.4.2 and 7.4.3 (Preparatory steps); and (2) to the extent that the Company and the Agent or Technical Bank, as appropriate, have not been able to reach agreement on any such Assumptions, such Assumptions as determined in accordance with Clauses 7.4.2 or 7.4.3 (Preparatory steps); and (B) in the case of any Disposal Projection, prepare a draft Disposal Projection: (1) on the basis that the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) otherwise using all of the Assumptions that were used for the purposes of the then current Projection which the relevant Disposal Projection is intended to supersede. 7.5.2 If the Company has made a request under Clause 7.10 (Asset base) then, at the Technical Bank’s option: (A) the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; or (B) the Company (in consultation with the Technical Bank) shall prepare: (1) a draft Projection on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) a further draft Projection on the basis that no new Petroleum Asset(s) will be designated as Borrowing Base Asset(s) and no current Borrowing Base Asset(s) will cease to be so designated. 7.5.3 If the Company has made a request under Clause 7.1.1(B)(2)(a) (Adoption), the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s). 7.5.4 The Company and the Agent will endeavour to ensure that each draft Projection is delivered to each Lender no later than 14 days prior to the Recalculation Date on which such Projection is due to be adopted. 7.5.5 Each draft Projection must be accompanied by details of the conditions (“CPs”) (if any) that the Technical Bank and Agent consider necessary to be satisfied in order for (if the Company has made a request under Clause 7.10.1 (Asset base) or the draft Projection is being prepared pursuant to Clause 7.1.1(B)(2) (Adoption)), the relevant Petroleum Asset(s) to be designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) to cease to be so designated (provided that no CPs shall be required to be satisfied in relation to any Borrowing Base Asset ceasing to be so designated if, in accordance with Clause 7.6.4 (Consideration by Lenders), no Lender is entitled to withhold its consent to such Borrowing Base Asset ceasing to be so designated).

Draft Projections. 7.5.1 The Company shall (in consultation with the Technical Bank and the Agent): (A) in the case of any Projection other than a Disposal Projection, shall prepare a draft Projection using: (1A) all the Assumptions that have been agreed between the Company Borrower and the Agent or Technical Bank pursuant to Clauses Clause 7.4.2 and 7.4.3 (Preparatory steps); and (2B) to the extent that the Company Borrower and the Agent or Technical Bank, as appropriate, Bank have not been able to reach agreement on any such AssumptionsAssumptions by the date referred to in Clause 7.4.2 (Preparatory steps), such Assumptions as determined in accordance with Clauses 7.4.2 or 7.4.3 by the Technical Bank (Preparatory stepsacting reasonably); and (B) in the case of any Disposal Projection, prepare a draft Disposal Projection: (1) on the basis that the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) otherwise using all of the Assumptions that were used for the purposes of the then current Projection which the relevant Disposal Projection is intended to supersede. 7.5.2 If the Company Borrower has made a request under Clause 7.10 (Asset base) and/or the Projection in question is being prepared pursuant to Clause 7.1.1(B)(3) (Adoption ) then, at the Technical Bank’s 's option: (A) the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; or (B) the Company (in consultation with the Technical Bank) Bank shall prepare: (1) a draft Projection on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) a further draft Projection on the basis that no new Petroleum Asset(s) will be designated as Borrowing Base Asset(s) and no current Borrowing Base Asset(s) will cease to be so designated. 7.5.3 If the Company has made a request under Clause 7.1.1(B)(2)(a) (Adoption), the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s). 7.5.4 The Company Borrower and the Agent Technical Bank will endeavour to ensure that each draft Projection is delivered (through the Facility Agent) to each Lender no later than 14 days (i) *** redacted commercially sensitive term negotiated between the parties *** Business Days prior to the Recalculation Date on which such Projection is due to be adopted. 7.5.5 Each adopted or (ii) in the case of any draft Projection must be accompanied by details of the conditions (“CPs”) (if any) that Interim Projection, such later date as the Technical Bank and Agent consider necessary to be satisfied in order for (if may specify. 7.5.4 If the Company Borrower has made a request under Clause 7.10.1 (Asset base) or the draft Projection is being prepared pursuant to Clause 7.1.1(B)(27.1.1(B)(3) (Adoption)), ) the relevant draft Projection must be accompanied by details of the conditions ("CPs ") (if any) that the Technical Bank (acting reasonably) considers necessary to be satisfied in order for the relevant Petroleum Asset(s) to be designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) to cease to be so designated (provided that no CPs shall be required to be satisfied in relation to any Borrowing Base Asset ceasing to be so designated if, in accordance with Clause 7.6.4 (Consideration by Lenders), no Lender is entitled to withhold its consent to such Borrowing Base Asset ceasing to be so designated).

Draft Projections. 7.5.1 (a) The Company shall (in consultation with the Technical Bank and the Agent): (A) in the case of any Projection other than a Disposal Projection, shall prepare a draft Projection using: (1i) all the Assumptions that have been agreed between the Company Borrower and the Agent or Technical Bank pursuant to Clauses 7.4.2 and 7.4.3 Clause 6.4 (Preparatory stepsSteps); and (2ii) to the extent that the Company Borrower and the Agent or Technical Bank, as appropriate, Bank have not been able to reach agreement on any such Assumptions, Assumptions by the date referred to in Clause 6.4 (Preparatory Steps) such Assumptions as determined in accordance with Clauses 7.4.2 or 7.4.3 by the Technical Bank (Preparatory steps); and (B) provided that, in the case of any Disposal ProjectionEconomic Assumptions, prepare a draft Disposal Projection: such Assumptions are (1from the Borrower’s perspective) on no less favourable than the basis that the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) otherwise using all of the Assumptions that were corresponding economic assumptions which are then being used for the purposes production of the then current Projection which the relevant Disposal Projection is intended to supersede. 7.5.2 If the Company has made a request under Clause 7.10 (Asset base) then, at the Technical Bank’s option: (A) the draft Projection shall be prepared forecasts and projections on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; or (B) the Company (in consultation with the Technical Bank) shall prepare: (1) a draft Projection on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) a further draft Projection on the basis that no new Petroleum Asset(s) will be designated as Borrowing Base Asset(s) and no current Borrowing Base Asset(s) will cease to be so designated. 7.5.3 If the Company has made a request under Clause 7.1.1(B)(2)(a) (Adoption), the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(sEquivalent Financings). 7.5.4 (b) The Company and the Agent Technical Bank will endeavour to ensure that each draft Projection is delivered to each Lender the Borrower and the Lenders no later than 14 days (i) twenty-five (25) Business Days prior to the Recalculation Date on which such Projection is due to be adoptedadopted or (ii) in the case of any draft Interim Projection, such later date as the Agent may specify. 7.5.5 (c) Each draft Projection must be accompanied by details of the conditions (“CPs”) (if any) that the Technical Bank and Agent consider (acting reasonably) considers necessary to be satisfied in order for (if the Company Borrower has made a request under Clause 7.10.1 6.5 (Asset base) or the draft Projection is being prepared pursuant to Clause 7.1.1(B)(2) (Adoption)), the relevant Petroleum Asset(s) to be designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) to cease to be so designated (provided that no CPs shall be required to be satisfied in relation to any designated. The conditions for the designation of a Petroleum Asset as a Borrowing Base Asset ceasing shall include as a minimum (i) the completion of satisfactory economic, legal and technical due diligence relating to be so designated ifthat Petroleum Asset (ii) creation of Security relating thereto (including, without limitation, over relevant gas sale agreements) in accordance with Clause 7.6.4 favour of the Security Trustee (Consideration by Lenders), no Lender is entitled to withhold its consent to such Borrowing Base iii) the production of satisfactory evidence that all Authorisations required for the development and/or exploitation of that Petroleum Asset ceasing to be so designated).have been obtained and (iv) a satisfactory Reserves Report. 118798-4-1-v6.0 - 37 - 70-40539524

Draft Projections. 7.5.1 6.5.1 The Company Lender shall (in consultation with the Technical Bank and the Agent): (A) in the case of any Projection other than a Disposal Projection, prepare a draft Projection using: (1A) all the Assumptions that have been agreed between the Company Borrower and the Agent or Technical Bank Lender pursuant to Clauses 7.4.2 and 7.4.3 Clause 6.4.2 (Preparatory steps); and (2B) to the extent that the Company Borrower and the Agent or Technical Bank, as appropriate, Lender have not been able to reach agreement on any such Assumptions, Assumptions by the date referred to in Clause 6.4.2 (Preparatory steps) such Assumptions as determined in accordance with Clauses 7.4.2 or 7.4.3 by the Lender (Preparatory steps); and (B) provided that, in the case of any Disposal ProjectionEconomic Assumptions, prepare a draft Disposal Projection: such Assumptions are (1from the Borrower’s perspective) on no less favourable than the basis that the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) otherwise using all of the Assumptions that were corresponding economic assumptions which are then being used for the purposes production of the then current Projection which the relevant Disposal Projection is intended to supersedeforecasts and projections on Equivalent Financings). 7.5.2 6.5.2 If the Company Borrower has made a request under Clause 7.10 6.7 (Asset base) and/or the Projection in question is being prepared pursuant to Clause 6.1.1(B)(5) (Adoption) then, at the Technical BankLender’s option: (A) the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; or (B) the Company (in consultation with the Technical Bank) Lender shall prepare: (1) a draft Projection on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) have ceased to be so designated; and (2) a further draft Projection on the basis that no new Petroleum Asset(s) will be designated as Borrowing Base Asset(s) and no current Borrowing Base Asset(s) will cease to be so designated. 7.5.3 If the Company has made a request under Clause 7.1.1(B)(2)(a) (Adoption), the draft Projection shall be prepared on the basis that the relevant Petroleum Asset(s) have been designated as Borrowing Base Asset(s). 7.5.4 6.5.3 The Company and the Agent Lender will endeavour to ensure that each draft Projection is delivered to each Lender the Borrower no later than 14 days (i) 25 Business Days prior to the Recalculation Date on which such Projection is due to be adoptedadopted or (ii) in the case of any draft Interim Projection, such later date as the Lender may specify. 7.5.5 6.5.4 Each draft Projection must be accompanied by details of the conditions (“CPs”) (if any) that the Technical Bank and Agent consider Lender (acting reasonably) considers necessary to be satisfied in order for (if the Company Borrower has made a request under Clause 7.10.1 6.7.1 (Asset base) or the draft Projection is being prepared pursuant to Clause 7.1.1(B)(26.1.1(B)(5) (Adoption)), the relevant Petroleum Asset(s) to be designated as Borrowing Base Asset(s) and/or, as the case may be, the relevant Borrowing Base Asset(s) to cease to be so designated (provided that no designated. The CPs shall be required to be satisfied in relation to any for the designation of a Petroleum Asset as a Borrowing Base Asset ceasing may include (i) the completion of satisfactory economic, legal and technical due diligence relating to be so designated if, that Petroleum Asset and creation of Security Interests relating thereto in accordance with Clause 7.6.4 favour of the Lender and/or (Consideration by Lenders), no Lender is entitled to withhold its consent to such Borrowing Base ii) the production of satisfactory evidence that all Authorisations required for the development and/or exploitation of that Petroleum Asset ceasing to be so designated)have been obtained.