Common use of Withdrawals – No Default Outstanding Clause in Contracts

Withdrawals – No Default Outstanding. (A) Subject to paragraph (B) below, unless otherwise provided and unless there is a Default outstanding, amounts may only be withdrawn from the Offshore Proceeds Accounts and the Onshore Working Capital Accounts (including by way of transfer to any other account) if they are applied for the following purposes and subject to the following priority: (i) first, payment of Project Costs provided that, if the latest Sources And Uses Statement shows that there is a shortfall in funding projected to be available, then such available funding must, unless the Majority Lenders otherwise agree, be allocated to meet costs in the following order of priority: (a) the Ghana Contract Area and the EG Contract Area; and (b) any other Project Costs. In the event that there is any projected shortfall in funding, then the Facility may not be used for a purpose set out above unless each of the other purposes higher in the order of priority is fully funded by committed and available funding for the then applicable Forecast Period (including amounts under the Facility and assuming that there is no Default or Event of Default under the Finance Documents). (ii) secondly, pari passu, payment of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement, to enable it to pay) any Financing Costs (excluding any payments of principal) under the Facility due but unpaid (applied to overdue amounts first, unpaid fees second, and unpaid interest third) or scheduled payments due but unpaid under a Hedging Agreement; (iii) thirdly, pari passu, payments of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement to enable it to pay) principal under the Facility due but unpaid (applied to overdue amounts first and then to unpaid principal payments) and payment of (or the funding of a Borrower, including by way of payment under any Intercompany Loan Agreement to enable it to pay) any liabilities, including any early termination payment, due but unpaid under a Hedging Agreement; (iv) fourthly, payment of any mandatory prepayments required because the outstandings under the Facility exceed the Borrowing Base Amount as determined by the most recent Forecast; (v) fifthly, payment of Scheduled KEL Debt Payments which are made by way of a Scheduled KEL Debt Payment Distribution; (vi) sixthly, payments required to be made into the DSRA up to the Required Balance; (vii) seventhly, prepayments under the Finance Documents and/or providing cash collateral under any Letter of Credit; and (viii) lastly, so long as the Dividend Release Test is met, to make distributions to its shareholders at the relevant Borrower's discretion, which shall include making payments to the Distributions Reserve Account and payments under any Intercompany Loan Agreement provided that the amount distributed shall be based on the aggregate amount standing to the credit of the Offshore Proceeds Accounts on the relevant payment date after the amounts in (i) to (vii) above have been deducted. (B) Notwithstanding paragraph (A) above, so long as the Dividend Release Test is met, a Borrower may make a Utilisation in order to deposit an amount directly into a Distribution Reserve Account in an amount less than or equal to the amount by which the funding which is projected to be available to meet costs exceeds the aggregate costs (for these purposes excluding Shareholder Distributions), in each case, as set out in the latest Sources and Uses Statement.

Withdrawals – No Default Outstanding. (A) Subject to paragraph (B) below, unless otherwise provided and unless there is a Default outstanding, amounts may only be withdrawn from the Offshore Proceeds Accounts and the Onshore Working Capital Accounts (including by way of transfer to any other account) if they are applied for the following purposes and subject to the following priority: (i) first, payment of Project Costs provided that, if the latest Sources And Uses Statement shows that there is a shortfall in funding projected to be available, then such available funding must, unless the Majority Lenders otherwise agree, be allocated to meet costs in the following order of priority: (a) the Ghana Contract Area and the EG Contract Area; (b) the Greater Tortue Contract Area; and (bc) any other Project Costs. In the event that there is any projected shortfall in funding, then the Facility may not be used for a purpose set out above unless each of the other purposes higher in the order of priority is fully funded by committed and available funding for the then applicable Forecast Period (including amounts under the Facility and assuming that there is no Default or Event of Default under the Finance Documents). (ii) secondly, pari passu, payment of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement, to enable it to pay) any Financing Costs (excluding any payments of principal) under the Facility due but unpaid (applied to overdue amounts first, unpaid fees second, and unpaid interest third) or scheduled payments due but unpaid under a Hedging Agreement; (iii) thirdly, pari passu, payments of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement to enable it to pay) principal under the Facility due but unpaid (applied to overdue amounts first and then to unpaid principal payments) and payment of (or the funding of a Borrower, including by way of payment under any Intercompany Loan Agreement to enable it to pay) any liabilities, including any early termination payment, due but unpaid under a Hedging Agreement; (iv) fourthly, payment of any mandatory prepayments required because the outstandings under the Facility exceed the Borrowing Base Amount as determined by the most recent Forecast; (v) fifthly, payment of Scheduled KEL Debt Payments which are made by way of a Scheduled KEL Debt Payment Distribution; (vi) sixthly, payments required to be made into the DSRA up to the Required Balance; (vii) seventhly, prepayments under the Finance Documents and/or providing cash collateral under any Letter of Credit; and (viii) lastly, so long as the Dividend Release Test is met, to make distributions to its shareholders at the relevant Borrower's ’s discretion, which shall include making payments to the Distributions Reserve Account and payments under any Intercompany Loan Agreement provided that the amount distributed shall be based on the aggregate amount standing to the credit of the Offshore Proceeds Accounts on the relevant payment date after the amounts in (i) to (vii) above have been deducted. (B) Notwithstanding paragraph (A) above, so long as the Dividend Release Test is met, a Borrower may make a Utilisation in order to deposit an amount directly into a Distribution Reserve Account in an amount less than or equal to the amount by which the funding which is projected to be available to meet costs exceeds the aggregate costs (for these purposes excluding Shareholder Distributions), in each case, as set out in the latest Sources and Uses Statement.

Withdrawals – No Default Outstanding. (A) Subject During such time that the Security over the KEG Offshore Proceeds Accounts has- not been created and perfected as contemplated by the Security Documents, transfers or withdrawals from a KEF Offshore Proceeds Account may, for the avoidance of doubt, be made by an instruction issued by KEF to paragraph the Account Bank to transfer the intended payment amount from a KEF Offshore Proceeds Account to a KEG GPS Account or the KEG Offshore Proceeds Accounts (as the case may be), together with an accompanying instruction from KEG to the Account Bank for payment of the transferred amount from such KEG GPS Account or KEG Offshore Proceeds Account (as the case may be) to the intended recipient. Immediately following the creation and perfection of the Security contemplated by the Security Documents over the KEG Offshore Proceeds Accounts the Security Trustee shall, in accordance with the Offshore Security Assignment, designate any KEG GPS Account as a Secured Offshore Project Account (as such term is defined in the Offshore Security Assignment) and such account shall, notwithstanding the terms of this Agreement and the Definitions Agreement, thereupon automatically be deemed an Offshore Proceeds Account. (B) below, unless Unless otherwise provided and unless there is a Default outstanding, amounts may only be withdrawn from the Offshore Proceeds Accounts and the Onshore Working Capital Accounts (including by way of transfer to any other accountaccount but subject to the obligation to retain an aggregate amount in such accounts which (i) when taken together with amounts paid in advance for its liabilities under the Project Agreements, is sufficient to meet foreseeable Project Costs in the next 90 days (or such longer period as Kosmos reasonably determines is prudent and reasonable in the circumstances), and (ii) complies with Clause 20.1(E) (Project Accounts)) if they are applied for the following purposes and subject to the following priority: (i) firstfirstly, payment of Project Costs provided that, if the latest Sources And Uses Statement shows that there is a shortfall in funding projected to be available, then such available funding must, unless the Majority Lenders otherwise agree, be allocated to meet costs in the following order of priority: (a) the Ghana Contract Area and the EG Contract Area; and (b) any other Project Costs. In the event that there is any projected shortfall in funding, then the Facility may not be used for a purpose set out above unless each of the other purposes higher in the order of priority is fully funded by committed and available funding for the then applicable Forecast Period (including amounts under the Facility and assuming that there is no Default or Event of Default under the Finance Documents).; (ii) secondly, pari passu, payment of (or the funding of an Obligorthe Borrower, including by way of payment under any Intercompany Loan AgreementAgreement in respect of advances from the Borrower to KEG, to enable it to pay) any Financing Costs (excluding any payments of principal) under the Facility Senior Facilities due but unpaid (applied to overdue amounts first, unpaid fees second, and unpaid interest third) and payment of (or the funding of the Borrower, including by way of payment under any Intercompany Loan Agreement in respect of advances from the Borrower to KEG, to enable it to pay) any scheduled payments due but unpaid under a Hedging AgreementAgreement entered into in accordance with the Hedging Policy; (iii) thirdly, pari passu, payments of (or the funding of an Obligorthe Borrower, including by way of payment under any Intercompany Loan Agreement in respect of advances from the Borrower to KEG, to enable it to pay) principal under the Facility Senior Facilities due but unpaid (applied to overdue amounts first and then to unpaid principal payments) and payment of (or the funding of a the Borrower, including by way of payment under any Intercompany Loan Agreement in respect of advances from the Borrower to KEG to enable it to pay) any liabilities, including any early termination payment, due but unpaid under a Hedging AgreementAgreement entered into in accordance with the Hedging Policy; (iv) fourthly, payment of any mandatory prepayments required because the outstandings under the Facility Senior Facilities exceed the Borrowing Base Amount as determined by the most recent Forecast, and (b) any amounts of FPSO Related Excess Cash in prepayment of the Senior Facilities in accordance with Clause 10.1 and Clause 10.6(C); (v) fifthly, payment of Scheduled KEL Debt Payments which are made by way of a Scheduled KEL Debt Payment Distributionto fund an aggregate amount to be held in the Offshore Proceeds Accounts which, when taken together with amounts paid in advance for its liabilities under the Project Agreements, is sufficient to meet foreseeable Project Costs in the next 90 days (or such longer period as the Borrower reasonably determines is prudent and reasonable in the circumstances); (vi) sixthly, payments required from the date upon which Project Completion occurs, transfers to be made into the Senior DSRA, unless the balance in the Senior DSRA up is equal to or more than the Required Balance; (vii) seventhly, payment of (or the funding of the Borrower, including by way of drawdown under any Intercompany Loan Agreement in respect of advances from the Borrower to KEG, to enable it to pay) any Financing Costs (other than principal) under the Junior Facilities due but unpaid (applied to overdue amounts first, unpaid fees second and then to unpaid interest); (viii) eighthly, payments of (or the funding of the Borrower, including by way of payment under any Intercompany Loan Agreement in respect of advances from the Borrower to KEG, to enable it to pay) principal under the Junior Facilities due but unpaid (applied to overdue amounts first and then to unpaid principal payments); (ix) ninthly, from the date upon which Project Completion occurs, transfers to the Junior DSRA unless the balance in the Junior DSRA is equal to or more than the Required Balance; (x) tenthly, to make prepayments on each Repayment Date, further to the Cash Sweep under the Junior Facility and the Senior Facility; (xi) eleventhly, prepayments under the Finance Documents and/or providing cash collateral under cover for any Letter Letters of CreditCredit in accordance with clause 7.1(B)(vii); and (viiixii) lastly, so long as the Dividend Release Test is met, at the Borrower’s discretion, to make distributions to its shareholders at the relevant Borrower's discretion, on any date falling between 5 and 10 Business Days following a Repayment Date which shall include making payments to the Distributions Distribution Reserve Account and payments under any Intercompany Loan Agreement and/or in respect of any Subordinated Debt provided that the amount distributed shall be based on the aggregate amount standing to the credit of the Offshore Proceeds Accounts on the relevant payment date Repayment Date after the amounts in (i) to (viixi) above have been deducted. (B) Notwithstanding paragraph (A) above, so long as the Dividend Release Test is met, a Borrower may make a Utilisation in order to deposit an amount directly into a Distribution Reserve Account in an amount less than or equal to the amount by which the funding which is projected to be available to meet costs exceeds the aggregate costs (for these purposes excluding Shareholder Distributions), in each case, as set out in the latest Sources and Uses Statement.

Withdrawals – No Default Outstanding. (A) Subject to paragraph (B) below, unless Unless otherwise provided and unless there is a Default outstanding, amounts may only be withdrawn from the Offshore Proceeds Accounts and the Onshore Working Capital Accounts (including by way of transfer to any other account) if they are applied for the following purposes and subject to the following priority: (i) first, payment of Project Costs provided that, if the latest Sources And Uses Statement shows that there is a shortfall in funding projected to be available, then such available funding must, unless the Majority Lenders otherwise agree, be allocated to meet costs in the following order of priority: (a) Borrowing Base Assets; (b) Ghana Block Assets; (c) the Ghana Contract Area Cameroon Block Assets and the EG Contract AreaMorocco Block Assets; and (bd) any other Project Costs. In the event that there is any projected shortfall in funding, then the Facility may not be used for a purpose set out above unless each of the other purposes higher in the order of priority is fully funded by committed and available funding for the then applicable Forecast Period (including amounts under the Facility and assuming that there is no Default or Event of Default under the Finance Documents). (ii) secondly, pari passu, payment of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement, to enable it to pay) any Financing Costs (excluding any payments of principal) under the Facility due but unpaid (applied to overdue amounts first, unpaid fees second, and unpaid interest third) or scheduled payments due but unpaid under a Hedging Agreement; (iii) thirdly, pari passu, payments of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement to enable it to pay) principal under the Facility due but unpaid (applied to overdue amounts first and then to unpaid principal payments) and payment of (or the funding of a the Borrower, including by way of payment under any Intercompany Loan Agreement to enable it to pay) any liabilities, including any early termination payment, due but unpaid under a Hedging Agreement; (iv) fourthly, payment of any mandatory prepayments required because the outstandings under the Facility exceed the Borrowing Base Amount as determined by the most recent Forecast; (v) fifthly, payment of Scheduled KEL Debt Payments which are made by way of a Scheduled KEL Debt Payment Distribution; (vi) sixthly, payments required to be made into the DSRA up to the Required Balance; (viivi) seventhlysixthly, prepayments under the Finance Documents and/or providing cash collateral under any Letter of Credit; and (viiivii) lastly, so long as the Dividend Release Test is met, to make distributions to its shareholders at the relevant Borrower's ’s discretion, which shall include making payments to the Distributions Distribution Reserve Account and payments under any Intercompany Loan Agreement provided that the amount distributed shall be based on the aggregate amount standing to the credit of the Offshore Proceeds Accounts on the relevant payment date after the amounts in (i) to (viivi) above have been deducted. (B) Notwithstanding paragraph (A) above, so long as the Dividend Release Test is met, a Borrower may make a Utilisation in order to deposit an amount directly into a Distribution Reserve Account in an amount less than or equal to the amount by which the funding which is projected to be available to meet costs exceeds the aggregate costs (for these purposes excluding Shareholder Distributions), in each case, as set out in the latest Sources and Uses Statement.

Withdrawals – No Default Outstanding. (A) Subject to paragraph (B) below, unless Unless otherwise provided and unless there is a Default outstanding, amounts may only be withdrawn from the Offshore Proceeds Accounts and the Onshore Working Capital Accounts (including by way of transfer to any other account) if they are applied for the following purposes and subject to the following priority: (i) first, payment of Project Costs provided that, if the latest Sources And Uses Statement shows that there is a shortfall in funding projected to be available, then such available funding must, unless the Majority Lenders otherwise agree, be allocated to meet costs in the following order of priority: (a) the Borrowing Base Assets; (b) Ghana Contract Area and the EG Contract AreaBlock Assets; and (bc) any other Project Costs. In the event that there is any projected shortfall in funding, then the Facility may not be used for a purpose set out above unless each of the other purposes higher in the order of priority is fully funded by committed and available funding for the then applicable Forecast Period (including amounts under the Facility and assuming that there is no Default or Event of Default under the Finance Documents). (ii) secondly, pari passu, payment of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement, to enable it to pay) any Financing Costs (excluding any payments of principal) under the Facility due but unpaid (applied to overdue amounts first, unpaid fees second, and unpaid interest third) or scheduled payments due but unpaid under a Hedging Agreement; (iii) thirdly, pari passu, payments of (or the funding of an Obligor, including by way of payment under any Intercompany Loan Agreement to enable it to pay) principal under the Facility due but unpaid (applied to overdue amounts first and then to unpaid principal payments) and payment of (or the funding of a the Borrower, including by way of payment under any Intercompany Loan Agreement to enable it to pay) any liabilities, including any early termination payment, due but unpaid under a Hedging Agreement; (iv) fourthly, payment of any mandatory prepayments required because the outstandings under the Facility exceed the Borrowing Base Amount as determined by the most recent Forecast; (v) fifthly, payment of Scheduled KEL Debt Payments which are made by way of a Scheduled KEL Debt Payment Distribution; (vi) sixthly, payments required to be made into the DSRA up to the Required Balance; (vii) seventhly, prepayments under the Finance Documents and/or providing cash collateral under any Letter of Credit; and (viii) lastly, so long as the Dividend Release Test is met, to make distributions to its shareholders at the relevant Borrower's ’s discretion, which shall include making payments to the Distributions Distribution Reserve Account and payments under any Intercompany Loan Agreement provided that the amount distributed shall be based on the aggregate amount standing to the credit of the Offshore Proceeds Accounts on the relevant payment date after the amounts in (i) to (viivi) above have been deducted. (B) Notwithstanding paragraph (A) above, so long as the Dividend Release Test is met, a Borrower may make a Utilisation in order to deposit an amount directly into a Distribution Reserve Account in an amount less than or equal to the amount by which the funding which is projected to be available to meet costs exceeds the aggregate costs (for these purposes excluding Shareholder Distributions), in each case, as set out in the latest Sources and Uses Statement.