Common use of Key Principles Clause in Contracts

Key Principles. In proposing, agreeing and/or determining Assumptions, preparing and/or approving any Banking Case or draft Banking Case and otherwise in carrying out their obligations and exercising their rights under this Clause 6 (Banking Cases), the Parties shall comply with the following principles: (a) each Banking Case shall be based on the most recent Reserves Report subject to such adjustments as the Technical Bank (acting reasonably) may determine; (b) each Banking Case shall disregard any Gross Expenditure or Gross Income relating to any Borrowing Base Asset which is projected to arise after the Field Life End Date for that Borrowing Base Asset other than Abandonment Costs relating to such Borrowing Base Asset and Tax refunds associated with such Abandonment Costs; (c) each Banking Case must, in projecting Hydrocarbon prices, take due account of the terms of all contracted prices and any Hedging Agreement: (i) that has been entered into by an Obligor with a Hedge Counterparty; (ii) provided that projected receipts from Hedging Agreements will only be taken into account where the Hedging Agreement has been entered into with a hedge counterparty that is: (A) an Initial Hedge Counterparty; (B) an Original Lender; or (C) with any other Hedge Counterparty that meets the minimum rating criteria or whose obligations under such Hedging Agreement are guaranteed upon terms satisfactory to the Agent by a person that meets the minimum hedging rating criteria; and (iii) over which the Secured Parties have, or the Offshore Security Agent (in its capacity as such) has, Security pursuant to a Transaction Security Document, where, for these purposes, “minimum hedging rating criteria” means a credit rating of at least BB- by Standard & Poor’s Rating Services or Fitch Ratings Ltd, Ba2 by ▇▇▇▇▇’▇ Investors Service Limited or an equivalent rating from any other internationally recognised credit rating agency acceptable to the Agent (acting reasonably); (d) any proceeds of insurance paid or payable in respect of any Borrowing Base Asset shall only be included as an item of Gross Income to the extent that: (i) the Obligor’s Agent can demonstrate to the reasonable satisfaction of the Technical Bank that such proceeds will be received when projected; and (ii) such proceeds are not paid or payable in respect of any third party liability (other than to the extent that the associated third party liability has already been paid by or on behalf of the relevant Obligor); (e) all figures for Taxes included in any Banking Case must be based on tax legislation in force on the relevant Redetermination Date on which that Banking Case is due to be adopted and on any official announcements or publications in force as at such date stating that such legislation is to be altered, supplemented or replaced in whole or in part; (f) at any time, the proportion of the Borrowing Base Amount attributable to the Borrowing Base Assets (taken together) located in Gabon and used in any NPV (Field Life) or NPV (Loan Life) calculation shall be capped at the applicable Gabon BBA Percentage of the relevant Borrowing Base Amount; provided that, in respect of any Redetermination Date which falls at least three Months after the first general election held in Gabon after the date of this Agreement, the Obligor’s Agent shall be permitted to request an increase of such capped percentage subject to the Majority Lenders’ consent (and any such increase shall be deemed to be the new Gabon BBA Percentage) provided that, at the date of such request a Favourable Finance Act has come into force; (g) reserves and cash flow associated with reserves shall be disregarded to the extent that the Technical Bank (acting reasonably) concludes that, whether by reason of non-payment or delay in payment by any offtakers, the imposition of exchange controls or otherwise, the relevant cash flows may not be received and be available to meet the debt service; (h) each Banking Case shall take account of the 2P Reserves of the producing Borrowing Base Assets and the 1P Reserves of the development Borrowing Base Assets (in each case, as risk adjusted by the Technical Bank (acting reasonably)), provided that unless otherwise agreed with the prior written consent of the Majority Lenders, no more than 20 per cent. of the total estimated quantities of all 2P Reserves attributable to all Borrowing Base Assets (including all Hydrocarbon Assets proposed to be designated as Borrowing Base Assets) shall come from Hydrocarbon Assets which are situated or located in a jurisdiction outside of Africa; and (i) the Baobab FPSO Expected Renovation Completion Date shall be the date provided by the Operator.

Key Principles. In (i) proposing, agreeing and/or determining Assumptions, (ii) preparing and/or approving any Banking Case Projection or draft Banking Case and Projection or (iii) otherwise in carrying out their obligations obligations, and exercising their rights rights, under this Clause 6 7 (Banking CasesProjections), the Parties shall have regard to and comply with the following key principles: (a) each Banking Case 7.3.1 Each Projection shall be based on on: (A) at the most recent Technical Banks' discretion, the P90 Reserves of the Project as risked by the Technical Banks (acting reasonably and after consultation with the Borrower) by reference to the latest Reserves Report subject to such adjustments or the low case production profile in the Field Development Plan as risked by the Technical Bank Banks (acting reasonably) may determine;reasonably and after consultation with the Borrower); or (bB) each Banking Case such other reserves basis as may be agreed between the Technical Banks and the Borrower and approved by the Majority Lenders. 7.3.2 Each Projection shall disregard any Gross Expenditure or Gross Income relating to any Borrowing Base Asset the Project which is projected to arise after the Field Life End Date for that Borrowing Base Asset the Project other than Abandonment Costs any Gross Expenditure relating to such Borrowing Base Asset and Tax refunds associated with such Abandonment Costs;the abandonment of the Huntington Petroleum Field (including the FPSO Termination Fees). (c) each Banking Case 7.3.3 Each Projection must, in projecting Hydrocarbon interest rates, exchange rates and Petroleum sale prices, take due account of the terms of all contracted prices and any existing Hedging Agreement: (iA) that has been entered into by an Obligor the Borrower in compliance with a Hedge Counterpartythe Hedging Policy and otherwise in accordance with this Agreement; (iiB) provided that projected receipts from Hedging Agreements will only be taken into account where the Hedging Agreement has been entered into with a hedge hedging counterparty that is: (A) an Initial Hedge Counterparty; (B) an Original Lender; or (C) with any other Hedge Counterparty that meets the minimum rating criteria or whose obligations under such Hedging Agreement are guaranteed upon terms satisfactory to the Agent Technical Banks and the Modelling Bank by a person that meets the minimum hedging rating criteria; andand Index (iiiC) over which the Secured Finance Parties have, or the Offshore Security Agent Trustee (in its capacity as such) has, Security pursuant to a Transaction Security Document, where, for these purposes, “"minimum hedging rating criteria” " means a credit rating of at least BB- by A- from Standard & Poor’s 's, Rating Services or Fitch Ratings Ltd, Ba2 by A3 from ▇▇▇▇▇’'▇ Investors Service Investor Services Limited or an equivalent rating from any other internationally Internationally recognised credit rating agency acceptable to the Agent Technical Banks and the Modelling Bank (each, acting reasonably);. (d) any proceeds of insurance paid or payable in respect of any Borrowing Base Asset shall only be included as an item of Gross Income to the extent that: (i) the Obligor’s Agent can demonstrate to the reasonable satisfaction of the Technical Bank that such proceeds will be received when projected; and (ii) such proceeds are not paid or payable in respect of any third party liability (other than to the extent that the associated third party liability has already been paid by or on behalf of the relevant Obligor); (e) all 7.3.4 All figures for Taxes included in any Banking Case Projection must be based on tax legislation in force on the relevant Redetermination Recalculation Date on which that Banking Case Projection is due to be adopted and on any official announcements or publications in force as at such date stating that such legislation is to be altered, supplemented or replaced in whole or in part;. 7.3.5 Any proceeds of insurance paid or payable to the Borrower in respect of the Project shall only be included as an item of Gross Income to the extent that: (fA) at any time, the proportion Borrower can demonstrate to the reasonable satisfaction of the Borrowing Base Amount attributable Technical Banks and the Modelling Bank that such proceeds will be received by the Borrower when projected; and (B) such proceeds are not paid or payable to the Borrowing Base Assets (taken together) located in Gabon and used in any NPV (Field Life) or NPV (Loan Life) calculation shall be capped at the applicable Gabon BBA Percentage of the relevant Borrowing Base Amount; provided that, Borrower in respect of any Redetermination Date third party liability. 7.3.6 Any proceeds of insurances in respect of any third party liability which falls at least three Months after the first general election held in Gabon after the date of this Agreement, the Obligor’s Agent shall be permitted to request an increase of such capped percentage subject are paid or payable directly to the Majority Lenders’ consent (and any person to whom such increase liability relates shall be deemed to be the new Gabon BBA Percentage) provided that, at the date of such request a Favourable Finance Act has come into force; (g) reserves and cash flow associated with reserves shall be disregarded to the extent that the Technical Bank (acting reasonably) concludes that, whether by reason of non-payment or delay in payment by any offtakers, the imposition of exchange controls or otherwise, the relevant cash flows may not be received and be available to meet the debt service; (h) each Banking Case shall take account included as an item of the 2P Reserves of the producing Borrowing Base Assets and the 1P Reserves of the development Borrowing Base Assets (in each case, as risk adjusted by the Technical Bank (acting reasonably)), provided that unless otherwise agreed with the prior written consent of the Majority Lenders, no more than 20 per cent. of the total estimated quantities of all 2P Reserves attributable to all Borrowing Base Assets (including all Hydrocarbon Assets proposed to be designated as Borrowing Base Assets) shall come from Hydrocarbon Assets which are situated or located in a jurisdiction outside of Africa; and (i) the Baobab FPSO Expected Renovation Completion Date shall be the date provided by the OperatorGross Expenditure in any Projection where any such proceeds of insurances are liabilities or (ii) Gross Income in any Projection where any such proceeds of insurances are payments.

Key Principles. In proposing, agreeing and/or determining Assumptions, preparing and/or approving any Banking Case or draft Banking Case and otherwise in carrying out their obligations and exercising their rights rights, under this Clause 6 (Banking Cases)6, the Parties shall comply with the following principles: (a) each Banking Case shall be based on on: (i) the most recent P90 Reserves Report subject to of the Borrowing Base Asset (in each case) risk adjusted in such adjustments manner as the Lead Technical Bank (acting reasonablyreasonably and in consultation with the Technical Bank) may determine; or (ii) such other reserves basis as may be agreed between the Lead Technical Bank (acting in consultation with the Technical Bank) and the Borrower; (b) each Banking Case shall disregard any Gross Expenditure or Gross Income relating to any the Borrowing Base Asset which is projected to arise after the Field Life End Date for that the Borrowing Base Asset other than Abandonment Costs relating to such the Borrowing Base Asset and Tax refunds associated with such Abandonment CostsAsset; (c) each Banking Case must, in projecting interest rates, exchange rates and Hydrocarbon prices, take due account of the terms of all contracted prices and any existing Hedging Agreement: (i) that has been entered into by an Obligor the Borrower in compliance with a Hedge Counterpartythis Agreement; (ii) provided that projected receipts from Hedging Agreements will only be taken into account where the Hedging Agreement has been entered into with a hedge counterparty that is: (A) an Initial Hedge Counterparty; (B) an Original Lender; or (C) with any other Hedge Counterparty that meets the minimum rating criteria or whose obligations under such Hedging Agreement are guaranteed upon terms satisfactory to the Administrative Agent by a person that meets the minimum hedging rating criteria; and (iii) over which the Secured Parties have, or the Offshore Security Agent (in its capacity as such) has, Security pursuant to a Transaction Security Document, where, for these purposes, “minimum hedging rating criteria” means means: (iv) at the time the Hedging Agreement is or was entered into, a credit rating of at least BB- by Standard & Poor’s Rating Services A- from S&P or Fitch Ratings Ltd, Ba2 by A3 from ▇▇▇▇▇’▇ Investors Service Limited or an equivalent a comparable rating from any other another internationally recognised credit rating agency acceptable to the Agent (acting reasonably); (d) any proceeds of insurance paid or payable in respect of any Borrowing Base Asset shall only be included as an item of Gross Income to the extent that: (i) the Obligor’s Agent can demonstrate to the reasonable satisfaction of the Technical Bank that such proceeds will be received when projectedagency; and (iiv) such proceeds are thereafter, a credit rating of not paid lower than BBB from S&P or payable in respect of any third party liability (other than to the extent that the associated third party liability has already been paid by Baa2 from ▇▇▇▇▇’▇ or on behalf of the relevant Obligor); (e) all figures for Taxes included in any Banking Case must be based on tax legislation in force on the relevant Redetermination Date on which that Banking Case is due to be adopted and on any official announcements or publications in force as at such date stating that such legislation is to be altered, supplemented or replaced in whole or in part; (f) at any time, the proportion of the Borrowing Base Amount attributable to the Borrowing Base Assets (taken together) located in Gabon and used in any NPV (Field Life) or NPV (Loan Life) calculation shall be capped at the applicable Gabon BBA Percentage of the relevant Borrowing Base Amount; provided that, in respect of any Redetermination Date which falls at least three Months after the first general election held in Gabon after the date of this Agreement, the Obligor’s Agent shall be permitted to request an increase of such capped percentage subject to the Majority Lenders’ consent (and any such increase shall be deemed to be the new Gabon BBA Percentage) provided that, at the date of such request a Favourable Finance Act has come into force; (g) reserves and cash flow associated with reserves shall be disregarded to the extent that the Technical Bank (acting reasonably) concludes that, whether by reason of non-payment or delay in payment by any offtakers, the imposition of exchange controls or otherwise, the relevant cash flows may not be received and be available to meet the debt service; (h) each Banking Case shall take account of the 2P Reserves of the producing Borrowing Base Assets and the 1P Reserves of the development Borrowing Base Assets (in each case, as risk adjusted by the Technical Bank (acting reasonably)), provided that unless otherwise agreed with the prior written consent of the Majority Lenders, no more than 20 per cent. of the total estimated quantities of all 2P Reserves attributable to all Borrowing Base Assets (including all Hydrocarbon Assets proposed to be designated as Borrowing Base Assets) shall come comparable rating from Hydrocarbon Assets which are situated or located in a jurisdiction outside of Africa; and (i) the Baobab FPSO Expected Renovation Completion Date shall be the date provided by the Operatoranother internationally recognised credit rating agency.

Key Principles. In proposing, agreeing and/or determining Forecast Assumptions, preparing and/or approving any Banking Case Forecast or draft Banking Case Forecast and otherwise in carrying out their obligations and exercising their rights under this Clause 6 17 (Banking CasesForecasts and Calculations), the Parties shall comply with the following principles: (aA) each Banking Case shall be based on the most recent Reserves Report subject to such adjustments as the Technical Bank (acting reasonably) may determine; (b) each Banking Case Forecast shall disregard any Gross Expenditure Revenues or Gross Income Royalty Payments relating to any Borrowing Base Asset which is projected to arise after the Field Life End Depletion Date for that Borrowing Base Asset other than Abandonment Costs abandonment costs relating to such Borrowing Base Asset and Tax refunds associated with such Abandonment CostsAsset; (cB) each Banking Case mustForecast shall be based on the most recent Reserves Report (updated for actual Field performance as necessary) and: (i) the 2P Reserves of each Borrowing Base Asset where: (a) the Technical Bank and the Modelling Bank (each, acting reasonably on the advice of the Independent Engineer, if appointed) is satisfied that this Borrowing Base Asset has demonstrated a history of production at a satisfactory level for a period of at least six continuous months; and (b) the Technical Bank and the Modelling Bank (each, acting reasonably) are satisfied that such historic production confirms the 2P Reserves shown in the then-current Reserves Report; and (ii) the 1P Reserves of any other Borrowing Base Asset, and, in either case, such other reserves profiles basis as may be agreed between the Technical Bank and the Borrower and approved by the Majority Lenders, risk adjusted in such manner as may be determined by the Technical Bank (acting reasonably) to reflect, amongst other things, Field and export specific issues as well as historic sustainable production rates; (C) each Forecast shall, in projecting Hydrocarbon prices, take due account of the terms of all contracted prices and any Hedging Agreement:Agreement or Derivative Agreement (without duplication): (i) that has been entered into by an Obligor with a Hedge CounterpartyObligor; (ii) provided that projected receipts from Derivative Agreements or any Hedging Agreements Agreement will only be taken into account where the Derivative Agreement or Hedging Agreement has been entered into with either (i) Glencore Commodities Limited or (ii) a hedge counterparty that is: (A) an Initial Hedge Counterparty; (B) an Original Lender; or (C) with any other Hedge Counterparty that meets the minimum hedging rating criteria or whose obligations under such Hedging Agreement are guaranteed upon terms satisfactory to the Facility Agent by a person that meets the minimum hedging rating criteria; and (iii) over which the Secured Parties Creditors have, or the Offshore Security Agent (in its capacity as such) has, Security pursuant to a Transaction Security Document, where, for these purposes, “minimum hedging rating criteria” means means, at the time the Hedging Agreement or Derivative Agreement is or was entered into, its long-term unguaranteed, unsecured securities or debt has a credit rating of at least BB- by BBB- from Standard & Poor’s Rating Services or Fitch Ratings Ltd, Ba2 by Baa3 from ▇▇▇▇▇’▇ Investors Service Limited ▇, or an equivalent rating from any other internationally recognised credit rating agency acceptable to the Facility Agent (acting reasonably); (dD) any proceeds of insurance any Insurances paid or payable in respect of any Borrowing Base Asset shall only be included as an item of Gross Income Revenues to the extent that: (i) the Obligor’s Agent relevant Obligor can demonstrate to the reasonable satisfaction of the Technical Bank that such proceeds will be received when projected; and (ii) such proceeds are not paid or payable in respect of any third party liability (other than to the extent that the associated third party liability has already been paid by or on behalf of the relevant Obligor); (eE) all figures for Taxes included in any Banking Case must Forecast shall be based on tax legislation in force on the relevant Redetermination Forecast Date on which that Banking Case Forecast is due to be adopted and on any official announcements or publications in force as at such date stating that such legislation is to be altered, supplemented or replaced in whole or in part;; and (f) at any time, the proportion of the Borrowing Base Amount attributable to the Borrowing Base Assets (taken together) located in Gabon and used in any NPV (Field Life) or NPV (Loan Life) calculation shall be capped at the applicable Gabon BBA Percentage of the relevant Borrowing Base Amount; provided that, in respect of any Redetermination Date which falls at least three Months after the first general election held in Gabon after the date of this Agreement, the Obligor’s Agent shall be permitted to request an increase of such capped percentage subject to the Majority Lenders’ consent (and any such increase shall be deemed to be the new Gabon BBA Percentage) provided that, at the date of such request a Favourable Finance Act has come into force; (gF) reserves and cash flow associated with reserves shall be disregarded to the extent that the Technical Bank concludes (acting reasonably) concludes that, whether by reason of non-payment non‑payment or material delay in payment (of at least 180 days) by any offtakers, the imposition of exchange controls or otherwise, the relevant cash flows may not be received and be available to meet the debt service; (h) each Banking Case shall take account of the 2P Reserves of the producing Borrowing Base Assets and the 1P Reserves of the development Borrowing Base Assets (in each case, as risk adjusted by the Technical Bank (acting reasonably)), provided that unless otherwise agreed with the prior written consent of the Majority Lenders, no more than 20 per cent. of the total estimated quantities of all 2P Reserves attributable to all Borrowing Base Assets (including all Hydrocarbon Assets proposed to be designated as Borrowing Base Assets) shall come from Hydrocarbon Assets which are situated or located in a jurisdiction outside of Africa; and (i) the Baobab FPSO Expected Renovation Completion Date shall be the date provided by the Operator.