Common use of Offtake Agreement for Crude Oil Clause in Contracts

Offtake Agreement for Crude Oil. If crude oil is to be produced from an Exploitation Area, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil produced under the Contract. GNPC may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the Contract, make provision for: (A) The delivery point, at which title and risk of loss of Participating Interest shares of crude oil shall pass to the Parties interested (or as the Parties may otherwise agree); (B) Operator’s regular periodic advice to the Parties of estimates of total available production for succeeding periods, quantities of each grade of crude oil and each Party’s share for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (C) Nomination by the Parties to Operator of acceptance of their shares of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s entire share of available production during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (D) Elimination of overlifts and underlifts; (E) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (F) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons to ensure, to the extent Parties take delivery of their Entitlements as they accrue, that each Party shall receive in each period Entitlements of grades, gravities and qualities of Hydrocarbons from each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that period. (G) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (H) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 nominate for acceptance pursuant to (C) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s or Parties’ obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article 9.2 until an offtake agreement has been entered into.

Offtake Agreement for Crude Oil. If crude oil is to be produced from an Exploitation Area, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil produced under the Contract. GNPC The State may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the Contract, make provision for: (Aa) The delivery point, at which title and risk of loss of Participating Interest shares of crude oil shall pass to the Parties interested (or as the Parties may otherwise agree); (Bb) Operator’s regular periodic advice to the Parties of estimates of total available production for succeeding periods, quantities of each grade of crude oil and each Party’s share for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil total available production and deliveries for the preceding period, inventory and overlifts (a Party’s lifting in excess of its current Entitlement) and underliftsunderlifts (a Party’s lifting less than its current Entitlement); (Cc) Nomination by the Parties to Operator of acceptance of their shares of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s entire share of available production during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (Dd) Elimination of overlifts and underlifts; (Ee) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (Ff) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons to ensure, to the extent Parties take delivery of their Entitlements as they accrue, that each Party shall receive in each period Entitlements of grades, gravities and qualities of Hydrocarbons from for each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that period.; (Gg) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (Hh) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 to nominate for acceptance pursuant to (CClause 9.2(c) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s or Parties’ obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article Clause 9.2 until an offtake agreement has been entered into.

Offtake Agreement for Crude Oil. If crude oil is to be produced from an Exploitation Area, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oil, negotiate and conclude the terms of an agreement agreements to cover the offtake of crude oil produced under the Contract. GNPC may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the Contract, make provision for: (A) The delivery point, at which title and risk of loss of Participating Interest interest shares of crude oil shall pass to the Parties interested (or as the Parties may otherwise agree); (B) Operator’s regular periodic advice to the Parties of estimates estimate of total available production for succeeding periods, quantities of each grade of crude oil and each Party’s share for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (C) Nomination by the Parties to Operator of acceptance of their shares of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s entire share of available production during that period subject to operational tolerances and agreed minimum economic cargo sizes sizes, where applicable, or as the Parties may otherwise agree; (D) Elimination of overlifts and underlifts; (E) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (F) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons to ensure, to the extent Parties take delivery of their Entitlements as they accrue, that each Party shall receive in each period Entitlements of grades, gravities and qualities of Hydrocarbons from each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that period. (G) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a if applicable, method of making periodic adjustments; and (H) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 nominate for acceptance pursuant to (C) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s or Parties’ obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article 9.2 until an offtake agreement has been entered into.

Offtake Agreement for Crude Oil. If crude oil Crude Oil is to be produced from an Exploitation AreaArea as part of an Exclusive Operation in which the Service Provider is a Non-Consenting Party, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oilCrude Oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil Crude Oil produced under the ContractLease. GNPC The Government may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the ContractLease and this Agreement, make provision for: (Aa) The the delivery point, at which title to, and risk of loss of Participating Interest shares of crude oil of, Crude Oil shall pass to the Parties interested (or as the Parties may otherwise agree); (Bb) Operatorthe Joint Operating Team’s regular periodic advice to the Parties of estimates of total available production for succeeding periods, quantities of each grade of crude oil and each Party’s share for as far ahead as is necessary for Operator the Service Provider and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil Crude Oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (Cc) Nomination nomination by the Parties to Operator the Operating Committee of acceptance of their shares respective share of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s entire share of available production during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (Dd) Elimination elimination of overlifts and underlifts; (Ee) If if offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (Ff) Distribution distribution to the Parties of available grades, gravities and qualities of Hydrocarbons to ensure, to the extent Parties take delivery of their Entitlements as they accrue, that each Party shall receive in each period Entitlements of grades, gravities and qualities of Hydrocarbons from each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that period.; (Gg) To to the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (Hh) The the option and the right of the other Parties to sell an Entitlement which a Party fails 10 to nominate for acceptance pursuant to (Cc) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of the Operator’s or Parties’ obligations under the terms of the ContractLease, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator The Joint Operating Team shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated un-nominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oilCrude Oil, the Parties shall be bound by the principles set forth in this Article 9.2 10.3 until an offtake agreement has been entered into.

Offtake Agreement for Crude Oil. If crude oil is to be produced from an Exploitation Area, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil produced under the Contract. GNPC The Government Oil Company may, if necessary and xxx practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the Contract, make provision for: (A) The delivery point, at which title and risk of loss of Participating Interest shares of crude oil shall pass to the Parties interested (or as the Parties may otherwise agree); (B) Operator’s 's regular periodic advice to the Parties of estimates of total available production for succeeding periods, quantities of each grade Participating Interest shares and grades of crude oil and each Party’s share oil, for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (C) Nomination by the Parties to Operator of acceptance of their shares Participating Interest share of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s 's entire Participating Interest share of available production arising during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (D) Elimination of overlifts and underlifts; (E) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (F) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons Entitlements to ensure, to the extent Parties take delivery of their Entitlements as they accruein proportion to the accrual of such Entitlements, that each Party shall receive in each period currently Entitlements of grades, gravities and qualities of Hydrocarbons from each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that period.Party; (G) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (H) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 nominate for acceptance pursuant to (C) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s or Parties’ obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article 9.2 until an offtake agreement has been entered into.

Offtake Agreement for Crude Oil. If crude oil is to be produced from an Exploitation Area, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil produced under the Contract. GNPC The Government Oil Company may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the Contract, make provision for: (A) The delivery point, at which title and risk of loss of Participating Interest shares of crude oil shall pass to the Parties interested (or as the Parties may otherwise agree); (B) Operator’s 's regular periodic advice to the Parties of estimates of total available production for succeeding suc ceeding periods, quantities of each grade Participating Interest shares, and grades of crude oil and each Party’s share for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (C) Nomination by the Parties to Operator of acceptance of their shares Participating Interest share of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s 's entire Participating Interest share of available production arising during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (D) Elimination of overlifts and underlifts; (E) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (F) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons Entitlements to ensure, to the extent Parties take delivery of their Entitlements as they accruein proportion to the accrual of such Entitlements, that each Party shall receive in each period currently Entitlements of grades, gravities and qualities of Hydrocarbons from each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that periodParty. (G) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (H) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 nominate for acceptance pursuant to (C) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s or Parties’ obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article 9.2 until an offtake agreement has been entered into.

Offtake Agreement for Crude Oil. If crude oil Crude Oil is to be produced from the Concession, the Operator shall submit an Exploitation Areaofftake agreement for the Parties consideration, and the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oilCrude Oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil Crude Oil produced under the ContractConcession. GNPC EGPC may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the ContractConcession, make provision for: (A) The delivery point, at which title and risk of loss of Participating Interest shares of crude oil Crude Oil shall pass to the Parties interested (or as the Parties may otherwise agree); (B) Operator’s 's regular periodic advice to the Parties of estimates of total available production for succeeding periods, quantities Entitlements, and grades of each grade of crude oil and each Party’s share Crude Oil for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil Crude Oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (C) Nomination by the Parties to Operator of acceptance of their shares Entitlement of total available production for the succeeding period. Such nominations shall in any one anyone period be for each Party’s 's entire share of available production Entitlement arising during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (D) Elimination of overlifts and underlifts; (E) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (F) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons Entitlements to ensure, to the extent Parties take delivery of their Entitlements as they accruein proportion to the accrual of such Entitlements, that each Party shall receive in each period currently Entitlements of grades, gravities and qualities of Hydrocarbons from each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that period.Party; (G) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (H) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 to nominate for acceptance pursuant to (CArticle 9.2(C) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s or Parties’ obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article 9.2 until an offtake agreement has been entered into.West Xxxxxx XXX 20F

Offtake Agreement for Crude Oil. If crude oil Crude Oil is to be produced from an Exploitation Area, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oilCrude Oil, negotiate and conclude the terms of an agreement to cover cover, the offtake of crude oil Crude Oil produced under the ContractJoint Venture Agreement, which agreement shall also provide for the sale of the Tax Oil by the Operator. GNPC The Government may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, shall to the extent possible be consistent with the ContractJoint Venture Agreement, and make provision for: (Aa) The delivery point, at which title and risk of loss of Participating Interest shares of crude oil Production of Crude Oil shall pass to the Parties interested (or as the Parties may otherwise agree); (Bb) The Operator’s 's regular periodic advice to the Parties of estimates of total available totalavailable production for succeeding periods, quantities Participating Interest of each grade Production and grades of crude oil and each Party’s share Crude Oil, for as far ahead as is necessary for the Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil Crude Oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (Cc) Nomination by the Parties to the Operator of acceptance of their shares Participating Interest of Production of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s 's entire share Participating Interest of available production Production arising during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties parties may otherwise agree; (Dd) Elimination of overlifts and underlifts; (Ee) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (Ff) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons Entitlements to ensure, to the extent Parties take delivery of their Entitlements as they accruein proportion to the accrual of such Entitlements, that each Party shall receive in each period currently Entitlements of grades, gravities and qualities of Hydrocarbons from each Exploitation Area in which it participates Petroleum similar to the grades, gravities and qualities of Hydrocarbons Petroleum received by each other Party from that Exploitation Area in that periodParty. (Gg) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (Hh) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 to nominate for acceptance pursuant to (Cc) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of the Operator’s 's or Parties’ ' obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. The Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option Sales to non-affiliated third parties shall be established in for the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article 9.2 until an offtake agreement has been entered intorealized price f.o.

Offtake Agreement for Crude Oil. If crude oil is to be produced from an Exploitation Area, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil produced under the Contract. GNPC The State may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the Contract, make provision for: (Aa) The delivery point, at which title and risk of loss of Participating Interest shares of crude oil shall pass to the Parties interested (or as the Parties may otherwise agree); (Bb) Operator’s regular periodic advice to the Parties of estimates of total available production for succeeding periods, quantities of each grade of crude oil and each Party’s share for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts;(a Party’s lifting in excess (Cc) Nomination by the Parties to Operator of acceptance of their shares of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s entire share of available production during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (Dd) Elimination of overlifts and underlifts; (Ee) If offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (Ff) Distribution to the Parties of available grades, gravities and qualities of Hydrocarbons to ensure, to the extent Parties take delivery of their Entitlements as they accrue, that each Party shall receive in each period Entitlements of grades, gravities and qualities of Hydrocarbons from for each Exploitation Area in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area in that period.; (Gg) To the extent that distribution of Entitlements on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; and (Hh) The option and the right of the other Parties to sell an Entitlement which a Party fails 10 to nominate for acceptance pursuant to (CClause 9.2(c) above or of which a Party fails to take delivery, in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s or Parties’ obligations under the terms of the Contract, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article Clause 9.2 until an offtake agreement has been entered into.

Offtake Agreement for Crude Oil. If crude oil is In the event that EGPC elects not to be produced from an Exploitation Areaexercise its preferential right to purchase the Parties' share of Crude Oil in accordance with Article VII (e) of the Concession Agreement, the Parties shall in good faith, and not less than three (3) months prior to first delivery of crude oil, negotiate and conclude the terms of an agreement to cover the offtake of crude oil produced under the ContractConcession Agreement. GNPC The EGPC may, if necessary and practicable, also be party to the offtake agreement. This offtake agreement shall, to the extent consistent with the ContractConcession Agreement, make provision for: (A) The the delivery point, at which title and risk of loss of Participating Interest shares of crude oil shall pass to the Parties interested (or as the Parties may otherwise agree); (B) Operator’s operator's regular periodic advice to the Parties of estimates of total available production for succeeding periodsperiod, quantities of each grade of crude oil and each Party’s 's share for as far ahead as is necessary for Operator and the Parties to plan offtake arrangements. Such advice shall also cover for each grade of crude oil total available production and deliveries for the preceding period, inventory and overlifts and underlifts; (C) Nomination nomination by the Parties to Operator of acceptance of their shares of total available production for the succeeding period. Such nominations shall in any one period be for each Party’s 's entire share of available production during that period subject to operational tolerances and agreed minimum economic cargo sizes or as the Parties may otherwise agree; (D) Elimination elimination of overlifts and underlifts; (E) If if offshore loading or a shore terminal for vessel loading is involved, risks regarding acceptability of tankers, demurrage and (if applicable) availability of berths; (F) Distribution distribution to the Parties of available grades, gravities and qualities of Hydrocarbons to ensure, to the extent Parties take delivery of their Entitlements Entitlement as they accrue, that each Party shall receive in each period Entitlements Entitlement of grades, gravities and qualities of Hydrocarbons from each Exploitation Area Development Lease in which it participates similar to the grades, gravities and qualities of Hydrocarbons received by each other Party from that Exploitation Area Development Lease in that period.; (G) To to the extent that distribution of Entitlements Entitlement on such basis is impracticable due to availability of facilities and minimum cargo sizes, a method of making periodic adjustments; andand Alliance Operating Agreement - 20F (H) The the option and the right of the other Parties to sell an Entitlement which a Party fails 10 to nominate for acceptance pursuant to (C) above or of which a Party fails to take deliverydelivery , in accordance with applicable agreed procedures, provided that such failure either constitutes a breach of Operator’s 's or Parties’ ' obligations under the terms of the ContractConcession Agreement, or is likely to result in the curtailment or shut-in of production. Such sales shall be made only to the limited extent necessary to avoid disruption in Joint Operations. Operator shall give all Parties as much notice as is practicable of such situation and that a sale option has arisen. Any sale shall be of the unnominated or undelivered Entitlement as the case may be and for reasonable periods of time as are consistent with the minimum needs of the industry and in no event to exceed twelve (12) months. The right of sale shall be revocable at will subject to any prior contractual commitments. Payment terms for production sold under this option shall be established in the offtake agreement. If an offtake agreement has not been entered into by the date of first delivery of crude oil, the Parties shall be bound by the principles set forth in this Article 9.2 until an offtake agreement has been entered into.