Common use of Lenders do not approve Clause in Contracts

Lenders do not approve. 7.8.1 If the Majority Lenders (acting reasonably) do not approve, or are not deemed to have so approved, any of the Assumptions used in any Projection delivered to the Lenders for consideration pursuant to Clause 7.6 (Consideration by Lenders), then the Agent and Technical Bank will (in consultation with the Lenders) promptly prepare a new draft Projection to the satisfaction of the Majority Lenders (acting reasonably). 7.8.2 The Agent, the Technical Bank and the Lenders shall consult with each other with a view to ensuring that each draft Projection is prepared in a timely manner. 7.8.3 If the Majority Lenders (i) do not approve, or are not deemed to have approved, the designation of any Petroleum Asset as a Borrowing Base Asset or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to be effected and (b) are not acceptable to the Company, then: (A) if the Company has made a request under Clause 7.10.1 (Asset base), the Company will (in consultation with the Technical Bank and Agent) promptly prepare a new draft Projection: (1) based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections); and (2) that does not take account of the proposed Petroleum Asset as a Borrowing Base Asset; or (B) if the draft Projection was prepared pursuant to Clause 7.1.1(B)(2)(a) (Adoption), the then current Projection shall remain in full force and continue to be the current Projection. 7.8.4 If the Majority Lenders (i) do not approve, or are not deemed to have approved, of an existing Borrowing Base Asset ceasing to be so designated or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to cease and (b) are not acceptable to the Company, then: (A) (in the case of any Projection other than a Disposal Projection) the Company will (in consultation with the Technical Bank and Agent) promptly prepare a new draft Projection: (1) based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections); and (2) that takes account of the relevant Borrowing Base Asset as a Borrowing Base Asset; and (B) in the case of a Disposal Projection, the then current Projection which was intended to be superseded by such Disposal Projection shall remain in force and continue to be the current Projection.

Lenders do not approve. 7.8.1 (a) If the Majority Lenders (acting reasonably) do not approve, or are not deemed to have so approved, approve of any of Assumption (the Assumptions “rejected Assumption”) used in any Projection delivered to draft Banking Case, then: (i) the Borrower and the Majority Lenders for consideration pursuant to Clause 7.6 (Consideration by Lenders), then through the Agent and Lead Technical Bank will (acting in consultation with the LendersTechnical Bank) promptly prepare a new draft Projection shall seek to agree the satisfaction Assumption to be used for the purposes of the relevant Banking Case instead of the rejected Assumption(s); (ii) if the Majority Lenders (through the Lead Technical Bank acting in consultation with the Technical Bank) and the Borrower have not been able to reach agreement on the relevant Assumption(s) to be used in the preparation of the relevant Banking Case instead of the rejected Assumption by the date falling five (5) Business Days before the Recalculation Date on which the Banking Case is due to be adopted then the relevant Assumption(s) shall be determined by the Majority Lenders (acting reasonably).; and 7.8.2 The (iii) the Modelling Bank (in consultation with the Lead Technical Bank, the Technical Bank and the Borrower) shall promptly upon the relevant Assumption(s) being agreed between the Majority Lenders and the Borrower or being determined pursuant to Clause 6.8(a)(ii): (A) prepare a revised draft Banking Case using the Assumption(s) so agreed or determined instead of the rejected Assumption(s); and (B) deliver (through the Administrative Agent) a copy of such revised draft Banking Case to the Borrower, the Lead Technical Bank, the Technical Bank and the Lenders (and such draft Banking Case shall consult be adopted as the current draft Banking Case in accordance with each other with a view to ensuring that each draft Projection is prepared in a timely mannerClause 6.9 (Adoption of Banking Cases)). 7.8.3 (b) If the Majority Lenders (i) do not approve, or are not deemed to have approved, approve the designation Increased Field Interest being designated as part of any Petroleum Asset as a the Borrowing Base Asset or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to be effected and (b) not acceptable to the Borrower or, in any event, if the CPs relating to the Increased Field Interest being designated as part of the Borrowing Base Asset are not acceptable to the CompanyBorrower, thenthen the Modelling Bank shall promptly: (Ai) if the Company has made a request under Clause 7.10.1 (Asset base), the Company will (in consultation with the Lead Technical Bank and Agentthe Technical Bank) promptly prepare a new revised draft ProjectionBanking Case: (1A) based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections)6; and (2B) that does not take account of the proposed Petroleum Asset Increased Field Interest as a part of the Borrowing Base Asset; orand (Bii) if deliver (through the Administrative Agent) a copy of such revised draft Projection was prepared pursuant Banking Case to Clause 7.1.1(B)(2)(a) (Adoption)the Lead Technical Bank, the then current Projection Technical Bank, the Lenders and the Borrower (and such draft Banking Case shall remain in full force and continue to be adopted as the current Projectiondraft Banking Case in accordance with Clause 6.9 (Adoption of Banking Cases)). 7.8.4 (c) If the Majority Lenders (i) do not approve, or are not deemed to have approved, approve of an existing the relevant part of the Borrowing Base Asset ceasing to be so designated or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to cease and (b) not acceptable to the Borrower or, in any event, if the CPs relating to the relevant part of the Borrowing Base Asset ceasing to be so designated are not acceptable to the CompanyBorrower, thenthen the Modelling Bank shall promptly: (Ai) (in the case of any Projection other than a Disposal Projection) the Company will (in consultation with the Lead Technical Bank and Agentthe Technical Bank) promptly prepare a new revised draft ProjectionBanking Case: (1A) based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections)6; and (2B) that takes continues to take account of the relevant whole Borrowing Base Asset as a Borrowing Base Asset; and (Bii) in deliver (through the case Administrative Agent) a copy of a Disposal Projectionsuch revised draft Banking Case to the Lead Technical Bank, the then current Projection which was intended to Technical Bank and the Lenders and the Borrower (and such draft Banking Case shall be superseded by such Disposal Projection shall remain in force and continue to be adopted as the current Projectiondraft Banking Case in accordance with Clause 6.9 (Adoption of Banking Cases)).

Lenders do not approve. 7.8.1 (a) If the Majority Lenders (acting reasonably) do not approve, or are not deemed to have so approved, approve any of the Assumptions used in any draft Projection delivered to the Lenders for consideration approval pursuant to Clause 7.6 6.6 (Draft Projections) and Clause 6.7 (Consideration by Lenders), then (i) the Agent and Technical Bank will shall consult with the Lenders and the Borrower as to the Assumptions that should be adopted instead of the Assumptions that the Lenders have not approved (the “rejected Assumptions”) and (ii) the Assumptions that are to be adopted instead of the rejected Assumptions shall be determined by the Majority Lenders. (b) The Technical Bank shall, through the Agent, promptly upon the Majority Lenders determining the Assumptions to be used instead of the rejected Assumptions, notify the Borrower and the Lenders of the Assumptions so determined by the Majority Lenders. The Technical Bank (in consultation with the Borrower) shall, promptly, following dispatch of such notice: (i) revise the relevant draft Projection to reflect the Assumptions so determined by the Majority Lenders; and (ii) promptly prepare deliver (through Agent) a new copy of such revised draft Projection to the satisfaction of Borrower and the Majority Lenders (acting reasonablyand such revised draft Projection shall be adopted in accordance with Clause 6.10 (Adoption of Projection) as the current Projection for the purposes of this Agreement). 7.8.2 The Agent, (c) If the Technical Bank and the Lenders shall consult with each other with a view to ensuring that each draft Projection is prepared in a timely manner. 7.8.3 If the Majority Lenders (i) do not approve, or are not deemed to have approved, approve the designation of any Petroleum Asset as a Borrowing Base Asset or (ii) require conditions relating to the designation of any Petroleum Asset as a Borrowing Base Asset which (a) are more onerous than the CPs relating thereto in order for such designation to be effected and (b) are not acceptable to the CompanyBorrower, thenthen the Technical Bank will: (Ai) if the Company has made a request under Clause 7.10.1 (Asset base), the Company will promptly (in consultation with the Technical Bank and AgentBorrower) promptly prepare a new revised draft Projection: (1) Projection based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 6 (Projections); and (2) that does not take account of the proposed Petroleum Asset as a Borrowing Base Asset; orand (Bii) if the deliver (through Agent) a copy of such revised draft Projection was prepared pursuant to the Borrower, and the Lenders (and such revised draft Projection shall be adopted in accordance with Clause 7.1.1(B)(2)(a6.10 (Adoption of Projection) (Adoption), as the then current Projection shall remain in full force and continue to be for the current Projection.purposes of this Agreement). 118798-4-1-v6.0 - 39 - 70-40539524 7.8.4 (d) If the Technical Bank and Majority Lenders (i) do not approve, or are not deemed to have approved, approve of an existing Borrowing Base Asset ceasing to be so designated or (ii) require conditions relating to an existing Borrowing Base Asset ceasing to be so designated which (a) are more onerous than the CPs relating thereto in order for such designation to cease and (b) are not acceptable to the CompanyBorrower, thenthen the Technical Bank will: (Ai) (in the case of any Projection other than a Disposal Projection) the Company will promptly (in consultation with the Technical Bank and AgentBorrower) promptly prepare a new revised draft Projection: (1) Projection based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 6 (Projections); and (2) that takes account of the relevant Borrowing Base Asset as a Borrowing Base Asset; and (Bii) deliver (through the Agent) a copy of such revised draft Projection to the Borrower and the Lenders (and such revised draft Projection shall be adopted in accordance with Clause 6.10 (Adoption of Projection) as the case of a Disposal Projection, the then current Projection which was intended to be superseded by such Disposal Projection shall remain in force and continue to be for the current Projectionpurposes of this Agreement).

Lenders do not approve. 7.8.1 (A) If the Majority Lenders (acting reasonably) do not approve, or are not deemed to have so approved, approve of any of Forecast Assumption (the Assumptions “rejected Forecast Assumption”) used in any Projection delivered draft Forecast, then: (i) the Borrower and the Majority Lenders (through the Technical Bank) shall seek to agree the Forecast Assumption(s) to be used for the purposes of the relevant Forecast instead of the rejected Forecast Assumption(s); (ii) if the Majority Lenders for consideration pursuant (through the Technical Bank) and the Borrower have not been able to Clause 7.6 (Consideration reach agreement on the relevant Forecast Assumption(s) to be used in the preparation of the relevant Forecast instead of the rejected Forecast Assumption by Lenders), the date falling five Business Days before the Forecast Date on which the Forecast is due to be adopted then the Agent and Technical Bank will (in consultation with the Lendersrelevant Forecast Assumption(s) promptly prepare a new draft Projection to the satisfaction of shall be determined by the Majority Lenders (acting reasonably). 7.8.2 The Agent, ) in line with market practice for equivalent financings in the Technical Bank and the Lenders shall consult with each other with a view to ensuring that each draft Projection is prepared in a timely manner. 7.8.3 If the Majority Lenders (i) do not approve, or are not deemed to have approved, the designation of any Petroleum Asset as a Borrowing Base Asset or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to be effected and (b) are not acceptable to the Company, then:London market; and (Aiii) if the Company has made a request under Clause 7.10.1 (Asset base), the Company will Modelling Bank (in consultation with the Technical Bank and Agentthe Borrower) shall promptly prepare a new draft Projectionupon the relevant Forecast Assumption(s) being agreed between the Majority Lenders and the Borrower or being determined pursuant to paragraph (A)(ii) above: (1a) prepare a revised draft Forecast using the Forecast Assumption(s) so agreed or determined instead of the rejected Forecast Assumption(s); and (b) deliver (through the Facility Agent) a copy of such revised draft Forecast to the Borrower, the Technical Bank and the Lenders (and such draft Forecast shall be adopted as the current draft Forecast in accordance with Clause 17.10 (Adoption of Forecasts)). (B) If the Majority Lenders: (i) do not approve the designation of any Hydrocarbon asset as a Borrowing Base Asset; or (ii) require conditions relating to the designation of any Hydrocarbon asset as a Borrowing Base Asset that are not acceptable to the Borrower, then the Modelling Bank shall promptly (in consultation with the Borrower and the Technical Bank) prepare a revised draft Forecast: (a) based on the Forecast Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 17 (ProjectionsForecasts and Calculations); and (2b) that does not take account of the proposed Petroleum Asset Hydrocarbon asset as a Borrowing Base Asset; or, and deliver (through the Facility Agent) a copy of such revised draft Forecast to the Technical Bank, the Borrower and the Lenders (and such draft Forecast shall be adopted as the current draft Forecast in accordance with Clause 17.10 (Adoption of Forecasts)). (BC) if the draft Projection was prepared pursuant to Clause 7.1.1(B)(2)(a) (Adoption), the then current Projection shall remain in full force and continue to be the current Projection. 7.8.4 If the Majority Lenders (acting reasonably): (i) do not approve, or are not deemed to have approved, approve of an existing Borrowing Base Asset ceasing to be so designated or designated; or (ii) require conditions relating to an existing Borrowing Base Asset ceasing to be so designated which (a) are more onerous than the CPs relating thereto in order for such designation to cease and (b) are not acceptable to the CompanyBorrower, then: (A) (in then the case of any Projection other than a Disposal Projection) the Company will Modelling Bank shall promptly (in consultation with the Borrower and the Technical Bank and AgentBank) promptly prepare a new revised draft ProjectionForecast: (1a) based on the Forecast Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 17 (ProjectionsForecasts and Calculations); and (2b) that takes continues to take account of the relevant Borrowing Base Asset as a Borrowing Base Asset; and , and deliver (Bthrough the Facility Agent) in a copy of such revised draft Forecast to the case of a Disposal ProjectionTechnical Bank, the then current Projection which was intended to Borrower and the Lenders (and such draft Forecast shall be superseded by such Disposal Projection shall remain in force and continue to be adopted as the current Projectiondraft Forecast in accordance with Clause 17.10 (Adoption of Forecasts)).

Lenders do not approve. 7.8.1 If the Majority Lenders (acting reasonably) do not approve, or are not deemed to have so approved, any of the Assumptions used in any Projection delivered referred to the Lenders for consideration approval pursuant to Clause 7.6 (Consideration by Lenders), then the Agent and Technical Bank such Assumptions will (in consultation with the Lenders) promptly prepare a new draft Projection to the satisfaction of be determined by the Majority Lenders (acting reasonably). 7.8.2 The Agent. Promptly upon the unapproved Assumptions being determined by the Majority Lenders, the Technical Bank and shall revise the Lenders shall consult with each other with a view to ensuring that each draft Projection is prepared in a timely mannerto reflect each such Assumption that has been so determined. 7.8.3 7.8.2 If the Majority Lenders (i) do not approve, or are not deemed to have approved, the designation of any Petroleum Asset as a Borrowing Base Asset or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to be effected and (b) are not acceptable to the CompanyBorrower, then: (A) if the Company has made a request under Clause 7.10.1 (Asset base), the Company will (in consultation with then the Technical Bank and Agent) will promptly prepare a new draft Projection: (1A) based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections); and (2B) that does not take account of the proposed Petroleum Asset as a Borrowing Base Asset; or (B) if the draft Projection was prepared pursuant to Clause 7.1.1(B)(2)(a) (Adoption), the then current Projection shall remain in full force and continue to be the current Projection. 7.8.4 7.8.3 If the Majority Lenders (i) do not approve, or are not deemed to have approved, of an existing Borrowing Base Asset ceasing to be so designated or (ii) require conditions which (a) are more onerous than the CPs relating thereto in order for such designation to cease and (b) are not acceptable to the CompanyBorrower, then: (A) (in the case of any Projection other than a Disposal Projection) the Company will (in consultation with then the Technical Bank and Agent) will promptly prepare a new draft Projection: (1A) based on the Assumptions that have been agreed, approved or determined in accordance with the preceding provisions of this Clause 7 (Projections); and and (2B) that takes account of the relevant Borrowing Base Asset as a Borrowing Base Asset; and (B) in the case of a Disposal Projection, the then current Projection which was intended to be superseded by such Disposal Projection shall remain in force and continue to be the current Projection.