Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION (*DÉFINITIONS ET INTERPRÉTATION*)

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the following meanings: "ABL Agent" means Velthorn National Bank, N.A., a national banking association organized under the laws of the United States, in its capacity as administrative agent under the $750,000,000 asset-based lending revolving credit facility (the "ABL Facility") among the Issuers, the Guarantors (as borrowers and guar

Section 1.2 — Interpretation (a) Except as otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Indenture. In the event of any conflict between the definitions contained herein and the definitions contained in the Indenture, the definitions contained in the Indenture shall control, except to the extent that Senegalese law or the OHADA Uniform Act req

Section 1.3 — Currency (a) All monetary amounts expressed in this Agreement are denominated in United States Dollars ("USD" or "$") unless otherwise expressly specified. (b) Where Senegalese law or the requirements of the RCCM or any other Senegalese authority require that amounts be stated in CFA Francs (XOF), conversion from USD to XOF shall be effected at the official exchange rate published by the Banque Centrale

ARTICLE 2 — SECURED OBLIGATIONS (*OBLIGATIONS GARANTIES*)

Section 2.1 — Description of Secured Obligations This Agreement is entered into for the purpose of securing the full and punctual payment, performance, and discharge of all Secured Obligations. The Secured Obligations secured hereby include, without limitation: (a) all principal, interest (including, without limitation, semi-annual interest payments of approximately $39,843,750 per payment date, calculated at the rat

Section 2.2 — Continuing Security The security interests granted under this Agreement constitute continuing security for the payment, performance, and discharge of the Secured Obligations. This Agreement shall remain in full force and effect until all Secured Obligations have been irrevocably paid and discharged in full and the Indenture has been terminated or defeased in accordance with its terms. No partial payment

ARTICLE 3 — COLLATERAL (*DESCRIPTION DES BIENS GREVÉS*)

Section 3.1 — General Description As security for the Secured Obligations, the Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, first-priority security interests over substantially all of the tangible and intangible assets, property, rights, and interests of Dunmore Senegal S.A., whether now owned or hereafter acquired, subject to (i) Permitted Liens, (ii) the provisions of the I

Section 3.2 — Specific Categories of Collateral The Collateral subject to the security interests granted hereunder consists of the following categories of assets, property, rights, and interests of the Grantor: (a) Fonds de Commerce (Business Assets). All business assets of the Grantor constituting its fonds de commerce, including, without limitation, (i) the goodwill (achalandage) of the Grantor's business, (ii) the

Section 3.3 — Intercreditor Agreement Carve-Outs Notwithstanding any provision of Section 3.2, the lien priorities as between the Collateral Agent (acting as Notes Collateral Agent) and the ABL Agent are governed exclusively by the Intercreditor Agreement. In the event of any conflict between the lien priority provisions of this Agreement and those of the Intercreditor Agreement, the Intercreditor Agreement shall con

Section 3.4 — After-Acquired Property The security interests granted hereunder extend to, and shall attach to, all property of the types described in Section 3.2 that is acquired by the Grantor after the date of this Agreement, without the necessity of any further act or instrument. Without limiting the foregoing, the security interests shall attach to all assets, rights, and interests acquired by the Grantor in conn

ARTICLE 4 — NANTISSEMENTS (PLEDGES)

Section 4.1 — Nantissement de Fonds de Commerce (Pledge of Business Assets) (a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement de fonds de commerce (pledge of business assets) over the entirety of the Grantor's fonds de commerce, as described in Section 3.2(a) of this Agreement, including the goodwill (achalandage), trade name "Dunmore Sen

Section 4.2 — Nantissement de Créances (Pledge of Receivables) (a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement de créances (pledge of receivables) over all present and future receivables of the Grantor as described in Section 3.2(d) of this Agreement, as security for the Secured Obligations. (b) Compliance with OHADA Uniform Act. The na

Section 4.3 — Nantissement de Comptes de Titres Financiers (Pledge of Financial Securities Accounts) (a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement de comptes de titres financiers (pledge of financial securities accounts) over all securities accounts, financial instruments accounts, and financial instruments held by the Grantor, includ

Section 4.4 — Nantissement of Equipment (*Matériel et Outillage*) (a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement over all equipment, machinery, drilling equipment, subsea infrastructure, pipelines, processing equipment, tools, spare parts, fixtures, furnishings, vehicles, vessels, and all other tangible personal property of the Grantor

Section 4.5 — Priority and Ranking (a) Each Nantissement granted under this Article 4 is intended to constitute a first-priority lien and security interest (privilège de premier rang) in favor of the Collateral Agent over the relevant Collateral, subject to (i) the Intercreditor Agreement and (ii) Permitted Liens. (b) With respect to Notes Priority Collateral (including property, plant and equipment, intellectual pro

ARTICLE 5 — CESSION FIDUCIAIRE DE CRÉANCES (FIDUCIARY ASSIGNMENT OF RECEIVABLES)

Section 5.1 — Grant of Cession Fiduciaire (a) In addition to, and without prejudice to, the nantissement de créances granted under Section 4.2 of this Agreement, Dunmore Senegal hereby assigns by way of fiduciary transfer (cession fiduciaire de créances) to the Collateral Agent, for the benefit of the Secured Parties, all receivables of the Grantor described in Section 3.2(d) of this Agreement, for the purpose of sec

Section 5.2 — Identification of Assigned Receivables (a) Present Receivables. A list and description of all present receivables of the Grantor that are subject to the cession fiduciaire as of the date of this Agreement is set forth in Schedule 3 hereto. Such list includes, without limitation, (i) all amounts owed to the Grantor under the PSC, (ii) all amounts owed under current Hydrocarbon Offtake Contracts, and (iii

Section 5.3 — Notification to Debtors (a) The Grantor shall promptly, and in any event within fifteen (15) days following the execution of this Agreement, notify each debtor of the assigned receivables of the cession fiduciaire in favor of the Collateral Agent, in accordance with the requirements of the OHADA Uniform Act, Articles 80 et seq. (b) Such notification shall be in substantially the form attached hereto as

Section 5.4 — Collection Rights (a) Prior to an Event of Default. Until the occurrence of an Event of Default, the Grantor shall retain the right to collect all assigned receivables in the ordinary course of its business and to apply the proceeds thereof in accordance with its ordinary business practices, subject at all times to compliance with the covenants of the Indenture (including, without limitation, covenants

Section 5.5 — Re-transfer Upon the irrevocable payment and discharge in full of all Secured Obligations and the termination of the Indenture in accordance with its terms, the Collateral Agent shall promptly re-transfer and reassign all assigned receivables then held by the Collateral Agent to Dunmore Senegal (or its designee), and shall execute and deliver all instruments, documents, and agreements reasonably necessa

ARTICLE 6 — ASSIGNMENT OF INSURANCE PROCEEDS

Section 6.1 — Assignment (a) Dunmore Senegal hereby assigns to the Collateral Agent, for the benefit of the Secured Parties, all right, title, and interest of the Grantor in and to all insurance proceeds and insurance payments arising under or payable in respect of all insurance policies maintained by or for the benefit of the Grantor in respect of the Cayar Offshore Block operations, including, without limitation, a

Section 6.2 — Maintenance of Insurance (a) The Grantor covenants and agrees that it shall at all times maintain insurance coverage in accordance with the requirements of the Indenture and as is customary for comparable upstream oil and gas operations in the West Africa region, including, without limitation, all-risks property insurance, business interruption insurance, third-party liability insurance, and environment

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES (*DÉCLARATIONS ET GARANTIES*) Dunmore Senegal hereby represents and warrants to the Collateral Agent (for the benefit of the Secured Parties) as of the date hereof and as of each date on which this representation is deemed to be repeated or reaffirmed under the Indenture, as follows:

Section 7.1 — Organization and Standing Dunmore Senegal is a société anonyme duly organized, validly existing, and in good standing under the laws of the Republic of Senegal. The Grantor has all requisite corporate power and authority to own, lease, and operate its properties and assets (including the Collateral), to carry on its business as currently conducted, and to execute, deliver, and perform its obligations un

Section 7.2 — Authorization The execution, delivery, and performance by the Grantor of this Agreement and all related instruments and documents have been duly authorized by all necessary corporate action on the part of the Grantor, including all requisite resolutions of the board of directors (conseil d'administration) of Dunmore Senegal and, to the extent required by the Grantor's constitutional documents (statuts)

Section 7.3 — No Conflict The execution, delivery, and performance of this Agreement by the Grantor will not (a) violate any provision of Senegalese law (including, without limitation, the OHADA Uniform Act and the Petroleum Code), (b) violate, conflict with, or result in a breach of or default under the PSC for the Cayar Offshore Block, (c) violate, conflict with, or result in a breach of or default under the consti

Section 7.4 — Enforceability This Agreement constitutes the legal, valid, and binding obligation of Dunmore Senegal, enforceable against the Grantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general application affecting creditors' rights under Senegalese law and OHADA law, (b) general principles of equity (whether considered in a p

Section 7.5 — Title to Collateral The Grantor is the legal and beneficial owner of all Collateral, free and clear of all liens, charges, encumbrances, pledges, security interests, and claims of any kind, other than (a) Permitted Liens and (b) liens expressly permitted under the Intercreditor Agreement. No third-party consent is required to grant the security interests contemplated by this Agreement other than (i) con

Section 7.6 — PSC Compliance (a) The PSC for the Cayar Offshore Block is in full force and effect as of the date hereof and has not been amended, modified, waived, suspended, revoked, or terminated except as disclosed in writing to the Collateral Agent prior to the date hereof. (b) The Grantor is in compliance in all material respects with the terms and conditions of the PSC, including all obligations relating to exp

Section 7.7 — Regulatory Compliance The Grantor holds all material permits, licenses, approvals, consents, and governmental authorizations required under Senegalese law for the exploration, development, production, and operation of the Cayar Offshore Block, as listed in Schedule 7. The Grantor is in compliance in all material respects with all applicable laws and regulations of the Republic of Senegal, including the

Section 7.8 — Sanctions Compliance (a) Neither the Grantor nor any of its officers, directors, employees, agents, or affiliates is a Sanctioned Person, nor is the Grantor owned or controlled by any Sanctioned Person. No Sanctioned Person has any direct or indirect ownership interest in the Grantor or the Cayar Offshore Block. (b) The Grantor will not use any proceeds of the Notes, directly or indirectly, in violation

Section 7.9 — No Litigation There is no litigation, arbitration, administrative proceeding, governmental investigation, or other legal proceeding pending or, to the knowledge of the Grantor, threatened against the Grantor or any of its properties or assets (including the Collateral) that would reasonably be expected to have a material adverse effect on (a) the value, enforceability, or priority of the security intere

Section 7.10 — Taxes All taxes, duties, levies, imposts, assessments, and governmental charges of any nature due and payable by the Grantor in the Republic of Senegal or elsewhere (including, without limitation, corporate income taxes, value-added taxes, withholding taxes, customs duties, and royalties) have been paid in full when due, or adequate provision or reserves have been made therefor in accordance with appli

Section 7.11 — Accuracy of Schedules All information set forth in the Schedules attached to this Agreement is true, complete, and accurate in all material respects as of the date hereof. The Grantor has not omitted from any Schedule any material information that would be necessary to make the statements and information contained therein not misleading.

ARTICLE 8 — COVENANTS (*ENGAGEMENTS*) Dunmore Senegal covenants and agrees with the Collateral Agent (for the benefit of the Secured Parties) as follows:

Section 8.1 — Preservation of Collateral (a) The Grantor shall maintain all Collateral in good condition, repair, and working order, consistent with prudent industry practice for upstream oil and gas operations, and shall not permit any waste, destruction, or material deterioration of the Collateral (ordinary wear and tear excepted). (b) The Grantor shall not sell, transfer, lease, assign, convey, or otherwise dispos

Section 8.2 — Further Assurances The Grantor shall, at its own cost and expense, promptly execute and deliver all instruments, documents, agreements, certificates, and notices, and take all actions and perform all steps, as may be reasonably requested by the Collateral Agent from time to time to (a) perfect, protect, maintain, and enforce the security interests granted hereunder, (b) carry out the purposes and intent

Section 8.3 — No Additional Liens The Grantor shall not create, incur, assume, or suffer to exist any lien, charge, pledge, security interest, encumbrance, or other claim of any nature on or over any Collateral, other than (a) Permitted Liens, (b) liens expressly permitted under the Intercreditor Agreement, and (c) liens created by or in favor of the Collateral Agent pursuant to this Agreement and the other Security

Section 8.4 — Notifications The Grantor shall promptly (and in any event within five (5) business days) notify the Collateral Agent in writing of the occurrence of any of the following events: (a) any event, circumstance, or development that could reasonably be expected to materially adversely affect the value, condition, enforceability, or priority of any material portion of the Collateral; (b) any claim, litigation