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Contract analysis / collateral-agreement-england.docx
collateral-agreement-england.docx
High · 1
Medium · 8
Standard · 4
1. THE CHARGOR
1. THE CHARGOR Dunmore Trading Ltd., a private limited company incorporated and registered under the laws of England and Wales, with registered office at 45 Moorgate, London EC2R 6EL, United Kingdom, and registered at Companies House under company number 14823691 (the "Chargor"). The Chargor serves as the offtake and trading arm of the Dunmore Energy Holdings Ltd. group of companies, and is a wholly-owned subsidiary
2. THE COLLATERAL AGENT / SECURITY AGENT
Medium
⚑ Assignment / subcontracting
2. THE COLLATERAL AGENT / SECURITY AGENT Northgate Trust Company, N.A., a national banking association organized and existing under the laws of the United States, with its Corporate Trust Office located at 100 Wall Street, Suite 1600, New York, NY 10005 (EIN: 13-6520098) (the "Collateral Agent" or "Security Agent"), acting by its authorized officer, William Kerrigan, Vice President — Corporate Trust. The Collateral A
1. DEFINITIONS AND INTERPRETATION
Medium
⚑ Forum / governing law
1. DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Debenture, unless the context otherwise requires, the following terms shall have the meanings set out below: "ABL Agent" means Velthorn National Bank, N.A., acting in its capacity as administrative agent under the ABL Facility, with its principal office at 1111 Fannin Street, Suite 2500, Houston, TX 77002, Attention: Robert Cavanaugh, Relationship Manager, an
2. COVENANT TO PAY / SECURED OBLIGATIONS
Standard
⚑ Commercial term
2. COVENANT TO PAY / SECURED OBLIGATIONS 2.1 Covenant to Pay The Chargor hereby covenants with the Collateral Agent that it shall, on demand made by the Collateral Agent, pay and discharge all Secured Obligations when due in accordance with the terms of the Indenture, the Notes, this Debenture, and the other Security Documents and transaction documents. For the avoidance of doubt, the Secured Obligations include, wit
3. GRANT OF SECURITY
Medium
⚑ Notice / time limit to track
3. GRANT OF SECURITY 3.1 Fixed Charge The Chargor, as beneficial owner, hereby charges in favor of the Collateral Agent (acting for and on behalf of the Secured Parties), by way of first fixed charge, all of its right, title, and interest (whether present or future, actual or contingent) in and to the following property, assets, and rights: 3.1.1 Real Property. All freehold and leasehold property now or at any time h
4. REPRESENTATIONS AND WARRANTIES
Medium
⚑ Forum / governing law
4. REPRESENTATIONS AND WARRANTIES The Chargor makes the following representations and warranties to the Collateral Agent on the date of this Debenture and on each date on which such representations and warranties are deemed to be repeated in accordance with Clause 17: 4.1 Corporate Status The Chargor is a private limited company duly incorporated and validly existing under the laws of England and Wales. The Chargor h
5. COVENANTS AND UNDERTAKINGS
Medium
⚑ Notice / time limit to track
5. COVENANTS AND UNDERTAKINGS The Chargor hereby covenants and undertakes with the Collateral Agent as follows: 5.1 Positive Covenants The Chargor shall, so long as any of the Secured Obligations remain outstanding: 5.1.1 Maintenance of Corporate Existence. Maintain its existence and good standing as a private limited company duly incorporated under the laws of England and Wales, and maintain all registrations, filin
6. CRYSTALLIZATION OF FLOATING CHARGE
Medium
⚑ Notice / time limit to track
6. CRYSTALLIZATION OF FLOATING CHARGE 6.1 Automatic Crystallization Events The floating charge created under Clause 3.2 shall automatically crystallize (that is, shall automatically convert to and take effect as a fixed charge over all of the property and assets then subject to the floating charge) without the need for any notice or other action on the part of the Collateral Agent, immediately upon the occurrence of
7. RESTRICTIONS ON DEALING WITH CHARGED PROPERTY
Standard
⚑ Commercial term
7. RESTRICTIONS ON DEALING WITH CHARGED PROPERTY 7.1 General Restriction Until the floating charge created under Clause 3.2 crystallizes in accordance with Clause 6, the Chargor may deal with the property subject to the floating charge in the ordinary course of its trading business, subject at all times to compliance with the negative covenants set forth in Clause 5.2 and to the terms and conditions of the Indenture
8. INTERCREDITOR PROVISIONS
Standard
⚑ Commercial term
8. INTERCREDITOR PROVISIONS 8.1 Subordination to Intercreditor Agreement This Debenture and the security created hereby are subject in all respects to the terms and conditions of the Intercreditor Agreement dated as of May 15, 2025 among Northgate Trust Company, N.A. (acting in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (acting in its capacity as ABL Agent), the Issuers, and the Guarantors.
9. INSURANCE
Medium
⚑ Notice / time limit to track
9. INSURANCE 9.1 Maintenance of Insurance The Chargor shall maintain adequate insurance coverage over all insurable Charged Property with reputable insurers of recognized financial standing, in such amounts and against such risks (including, without limitation, fire, theft, business interruption, public liability, and environmental liability) as are consistent with prudent business practice for companies of a similar
10. FURTHER ASSURANCE
Medium
⚑ Forum / governing law
10. FURTHER ASSURANCE 10.1 General Obligation The Chargor shall, at its own cost and expense, promptly upon the request of the Collateral Agent, execute and deliver all deeds, documents, instruments, transfers, assignments, and assurances, and do all acts, matters, and things, as the Collateral Agent may from time to time reasonably require to: (a) perfect, protect, maintain, or enforce the security created by this D
11. ENFORCEMENT
High
⚑ Indemnity / guarantee obligation
11. ENFORCEMENT 11.1 Enforcement Event The security created by this Debenture shall become immediately enforceable upon the occurrence of an Enforcement Event (that is, an Event of Default under the Indenture that has occurred and is continuing). The Collateral Agent shall not be obliged to enforce the security unless directed to do so by the holders of a majority in aggregate principal amount of the outstanding Note
Section 103 of the LPA 1925 (which imposes restrictions on the exercise of the statutory p
Section 103 of the LPA 1925 (which imposes restrictions on the exercise of the statutory power of sale) shall not apply to this Debenture. The power of sale and all other powers conferred by Section 101 of the LPA 1925 (as varied and extended by this Debenture) shall be exercisable at any time after the security created by this Debenture has become enforceable, without the need for any notice, demand, or lapse of tim
Section 93 of the LPA 1925 (which restricts the consolidation of mortgages) shall not appl
Section 93 of the LPA 1925 (which restricts the consolidation of mortgages) shall not apply to this Debenture. The Collateral Agent shall be entitled to consolidate the security created by this Debenture with any other security held by or on behalf of the Collateral Agent. 11.5 Protection of Purchasers No purchaser, transferee, lessee, or other person dealing with the Collateral Agent or any Receiver shall be bound t
12. APPOINTMENT OF RECEIVER
Standard
⚑ Commercial term
12. APPOINTMENT OF RECEIVER 12.1 Power to Appoint At any time after the security created by this Debenture has become enforceable pursuant to Clause 11.1, the Collateral Agent may, by deed or by writing under its hand (or under the hand of any officer, attorney, or agent of the Collateral Agent), appoint one or more persons to be a receiver, manager, or administrative receiver (or any combination thereof) of all or a