Preparatory steps. 7.4.1 In relation to each new Projection (other than a Disposal Projection) that is to be adopted under this Clause 7 (Projections): (A) the Agent shall, no later than 45 days before each Recalculation Date, submit to the Company its proposals for the Economic Assumptions to be used for the Projection due to be adopted on such Recalculation Date; and (B) the Company shall, no later than 40 days before each Recalculation Date, submit to the Technical Bank its proposals for the Technical Assumptions to be used for the Projection due to be adopted on such Recalculation Date. 7.4.2 The Company and the Agent (each acting reasonably) shall seek to agree the Economic Assumptions to be used for each Projection (other than a Disposal Projection) based on the proposals submitted in accordance with Clause 7.4.1(A) by the date falling 30 days before the Recalculation Date on which that Projection is due to be adopted. If any of the Economic Assumptions have not been agreed between the Company and the Agent by such date, then on the day following such date, the Agent shall submit the Company’s proposals for any such Economic Assumption to the Lenders for their consideration in accordance with Clause 7.6 (Consideration by Lenders). If the Majority Lenders approve, or are deemed to have approved the relevant Economic Assumption, then the draft Projection shall be prepared using that Economic Assumption. If on the other hand the Majority Lenders do not approve the relevant Economic Assumption, then the draft Projection shall be prepared using the Economic Assumption specified by the Agent (acting reasonably). 7.4.3 The Company and the Technical Bank (each acting reasonably) shall seek to agree the Technical Assumptions to be used for each draft Projection (other than a Disposal Projection) based on the proposals submitted in accordance with Clause 7.4.1(B) by the date falling 21 days before the Recalculation Date on which that Projection is due to be adopted. If any of the Technical Assumptions have not been agreed between the Company and the Technical Bank by such date, then the Technical Assumptions to be used in the preparation of the relevant draft Projection shall be specified by the Technical Bank (acting reasonably). 7.4.4 The Company shall, no later than 28 days before each Recalculation Date, provide the Agent with the senior, unsecured and unguaranteed long-term corporate debt rating of each counterparty to each existing Permitted Hedging Agreement to which any member of the Borrower Group is a party if the benefit of such Permitted Hedging Agreement is to be taken into account in the new Projection that is due to be adopted on such Recalculation Date. The Company shall promptly notify the Agent if, following the provision of any such information to the Agent, it becomes aware of any change in any such credit rating.
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Sources: Secured Revolving Loan and Letter of Credit Facility Agreement (Endeavour International Corp)
Preparatory steps. 7.4.1 In relation to each new Projection (other than a Disposal Projection) that is to be adopted under this Clause 7 (Projections):
(A) By the Agent shalldate falling 40 Business Days before a Scheduled Forecast Date or, no later than 45 days before each Recalculation Datein relation to any Forecast Request, such other date as the Technical Bank may specify:
(i) the Technical Bank shall submit to the Company Borrower its proposals for the Economic Assumptions to be used for the Projection due to be adopted on such Recalculation DateAssumptions; and
(Bii) the Company shall, no later than 40 days before each Recalculation Date, Borrower shall submit to the Technical Bank its proposals for the Technical Assumptions to be used for the Projection due to be adopted on such Recalculation DateAssumptions.
7.4.2 The Company (B) Each of the Technical Bank and the Agent Borrower shall:
(each acting i) consult in good faith and act reasonably; and
(ii) make available sufficiently experienced personnel, with a view to reaching agreement as soon as reasonably practicable but no later than the time period set out in paragraph (C) below.
(C) Each of:
(i) the Borrower; and
(ii) the Technical Bank, shall seek to agree the Economic Forecast Assumptions to be used for each Projection (other than a Disposal Projection) Forecast based on the proposals submitted in accordance with Clause 7.4.1(Aparagraph (A) above by the date falling 30 days Business Days before the Recalculation Scheduled Forecast Date on which that Projection is due or, in relation to be adopted. If any of Forecast Request, such other date as the Economic Assumptions have not been agreed between the Company and the Agent by such date, then on the day following such date, the Agent shall submit the Company’s proposals for any such Economic Assumption to the Lenders for their consideration in accordance with Clause 7.6 Technical Bank may specify.
(Consideration by Lenders). D) If the Majority Lenders approve, or are deemed to have approved the relevant Economic Assumption, then the draft Projection shall be prepared using that Economic Assumption. If on the other hand the Majority Lenders do not approve the relevant Economic Assumption, then the draft Projection shall be prepared using the Economic Assumption specified by the Agent (acting reasonably).
7.4.3 The Company Borrower and the Technical Bank (each acting reasonably) shall seek are not able to agree the Technical Assumptions to be used for each draft Projection (other than a Disposal Projection) based on the proposals submitted in accordance with Clause 7.4.1(B) any such Forecast Assumption by the date falling 21 days before the Recalculation Date on which that Projection is due referred to be adopted. If any of the Technical Assumptions have not been agreed between the Company and the Technical Bank by in paragraph (C) above then such date, then the Technical Assumptions to be used in the preparation of the relevant draft Projection Forecast Assumption shall be specified determined by the Technical Bank (acting reasonably)) in accordance with paragraph (E) below.
7.4.4 The Company shall, no later than 28 days before each Recalculation Date, provide the Agent with the senior, unsecured (E) Each draft Forecast (and unguaranteed long-term corporate debt rating of each counterparty to each existing Permitted Hedging Agreement to which all Forecast Assumptions used therein) shall have due and proper regard to:
(i) any member of the Borrower Group is a party if the benefit of such Permitted Hedging Agreement is to be taken into account in the new Projection that is due to be adopted on such Recalculation Date. The Company shall promptly notify the Agent if, following the provision of any such information to the Agent, it becomes aware of any change reasonable view expressed in any such credit ratingReserves Report delivered for the purposes of preparing the Forecast; and
(ii) the Project Documents, justified by the historical asset performance and by the approved future work programme and any applicable budget for the relevant Borrowing Base Asset. Any Economic Assumptions proposed by the Technical Bank shall be reasonable and in accordance with current business practices, applied on a consistent, reasonable and non-discriminatory basis and reflecting market practice at the time.
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