Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ABL Agent" means Velthorn National Bank, N.A., a national banking association, in its capacity as administrative agent under the ABL Credit Agreement, together with its successors and assigns in such capacity. "ABL Credit Agreement" means that certain Credit Agreement, dated as of June 30, 2023, among

Section 1.02 — UCC Terms Unless otherwise defined herein, terms that are defined in the UCC and used herein shall have the meanings assigned to them in the UCC. References herein to "Articles" and "Sections" of the UCC are references to Articles and Sections of Article 9 of the UCC, unless the context otherwise requires. In the event that any term is defined differently in different Articles of the UCC, the definitio

Section 1.03 — Rules of Construction (a) References herein to the Indenture, the Intercreditor Agreement, and each other Security Document shall incorporate by reference all defined terms set forth therein, unless the context otherwise requires or unless such terms are separately defined herein. (b) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the constru

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant Each Grantor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Holders of the Notes and the Trustee, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "Coll

Section 2.02 — Security Interest Absolute The obligations of each Grantor under this Agreement, and the security interests granted hereunder, are unconditional and absolute and shall not be affected by any circumstance whatsoever, including, without limitation: (a) any lack of validity or enforceability of the Indenture, the Notes, or any other Security Document; (b) any change in the time, manner, or place of paymen

Section 2.03 — Intercreditor Agreement (a) The security interests granted under this Agreement are subject in all respects to the terms and conditions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall govern and control to the extent of such confli

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Holders and the Trustee, as follows:

Section 3.01 — Organization and Standing Each Grantor is duly organized, validly existing, and in good standing (or the equivalent thereof, where applicable) under the laws of its respective jurisdiction of organization, as follows: (a) Dunmore Energy Holdings Ltd.: an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (Registrar of Companies Registration No. MC-384726); (b)

Section 3.02 — Authorization; Enforceability The execution, delivery, and performance by each Grantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Grantor. This Agreement has been duly executed and delivered by each Grantor and constitutes a legal, valid

Section 3.03 — No Conflict The execution, delivery, and performance by each Grantor of this Agreement, and the granting of the security interests hereunder, do not and will not (i) violate, contravene, or conflict with the certificate or articles of incorporation, certificate of formation, limited liability company agreement, bylaws, or other organizational documents of such Grantor, (ii) violate, contravene, or conf

Section 3.04 — Ownership of Collateral Each Grantor is the legal and beneficial owner of, or has rights in, all Collateral purported to be pledged by it hereunder, free and clear of all liens, security interests, claims, charges, options, and encumbrances of any kind whatsoever, other than (i) Permitted Liens and (ii) the liens and security interests created pursuant to this Agreement, the Intercreditor Agreement, an

Section 3.05 — Perfection (a) Upon (i) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (naming DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. as debtors and the Collateral Agent as secured party), (ii) the delivery to the Collateral Agent of possession of all certificated securities and negotiable instruments constituting Co

Section 3.06 — Locations and Names (a) Each Grantor's jurisdiction of organization, organizational identification number, employer identification number, chief executive office, and other locations at which Collateral is maintained are accurately set forth on Schedule II attached hereto. (b) The principal office of DUFC and each of the U.S. Guarantors is located at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas

Section 3.07 — Pledged Equity (a) Schedule I hereto accurately and completely sets forth, as of the date hereof, the number, class, certificate number (if certificated), and percentage of all outstanding Equity Interests pledged hereunder, as well as the identity of the Grantor that owns such Equity Interests. (b) All Pledged Equity has been duly authorized and validly issued, and, to the extent applicable under the

Section 3.08 — Intercompany Receivables All Intercompany Receivables of each Grantor are genuine, arise in the ordinary course of business, represent bona fide obligations of the obligors thereunder, and are not subject to any material dispute, defense, setoff, counterclaim, or recoupment. Each Intercompany Note, to the extent executed and delivered, has been duly authorized by all necessary corporate, limited liabil

Section 3.09 — Material Hydrocarbon Offtake Contracts (a) Schedule III hereto accurately and completely lists all material Hydrocarbon Offtake Contracts to which any Grantor is a party as of the date hereof. (b) Each such Hydrocarbon Offtake Contract is in full force and effect and constitutes a legal, valid, and binding obligation of the applicable Grantor and, to such Grantor's knowledge, of each other party theret

Section 3.10 — Insurance (a) Each Grantor maintains insurance covering the Collateral in such amounts, with such deductibles, against such risks, and with such insurance companies or associations as are required by the Indenture and as are consistent with the practices of prudent operators in the energy industry. (b) The assignment of Insurance Proceeds under this Agreement is permitted under the applicable insurance

Section 3.11 — Intellectual Property (a) Schedule V hereto sets forth all material intellectual Property owned by the Grantors, including all material registered trademarks, patents, and copyrights, together with the applicable registration numbers and jurisdictions. (b) To the knowledge of each Grantor, there are no pending or threatened claims, actions, or proceedings alleging that any Grantor's use of its intellec

Section 3.12 — Commercial Tort Claims All commercial tort claims of each Grantor with a reasonably estimated value in excess of $5,000,000 are described on Schedule IV hereto. As of the date hereof, except as set forth on Schedule IV, no Grantor has any pending commercial tort claims with a reasonably estimated value in excess of $5,000,000.

Section 3.13 — OFAC and Sanctions Compliance (a) No Grantor, nor any of its respective directors, officers, employees, or, to the knowledge of such Grantor, affiliates, is a Sanctioned Person. No Collateral constitutes or is derived from property or interests in property of a Sanctioned Person. (b) No Grantor has engaged in, and no Grantor will engage in, any transaction, investment, dealing, or activity with any per

ARTICLE IV — COVENANTS Each Grantor covenants and agrees with the Collateral Agent, for the benefit of the Holders and the Trustee, as follows:

Section 4.01 — Maintenance of Collateral Each Grantor shall (a) maintain the Collateral in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs, replacements, and renewals to the Collateral as are consistent with prudent industry practice, and (c) comply in all material respects with all laws, rules, regulations, ordinances, and orders of any governmental authority applica

Section 4.02 — Further Assurances; Financing Statements (a) Each Grantor shall, from time to time, at its own expense, execute, deliver, file, and record any and all further instruments, documents, and agreements, and take such further action, as the Collateral Agent may reasonably request in order to (i) create, perfect, preserve, and protect the security interests and liens granted or purported to be granted hereun

Section 4.03 — Changes in Name, Jurisdiction, or Structure No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational identification number or employer identification number, or (d) change its form or type of entity (including by way of merger, consolidation, conversion, or reorganization), in each case without providing at least thirty (30) days' prior writ

Section 4.04 — Restrictions on Liens and Dispositions (a) No Grantor shall create, incur, assume, or suffer to exist any lien, security interest, mortgage, pledge, charge, or encumbrance of any kind on any Collateral, except for Permitted Liens. (b) No Grantor shall sell, lease, transfer, assign, convey, or otherwise dispose of any Collateral, or agree to do any of the foregoing, except as permitted by the Indenture.

Section 4.05 — Pledged Equity (a) Each Grantor shall cause each issuer of Pledged Equity to maintain its existence in good standing under the laws of its jurisdiction of organization and to preserve and maintain all rights, franchises, and privileges necessary or desirable in the normal conduct of its business. (b) No Grantor shall permit any dilution of the Pledged Equity, whether by the issuance of additional Equit

Section 4.06 — Intercompany Receivables (a) No Grantor shall amend, modify, waive, or release any material term of any Intercompany Receivable or Intercompany Note without the prior written consent of the Collateral Agent, unless such amendment, modification, waiver, or release is permitted by the Indenture. (b) Each Grantor shall deliver to the Collateral Agent all original promissory notes and other instruments evi

Section 4.07 — Material Hydrocarbon Offtake Contracts (a) No Grantor shall terminate, cancel, amend, modify, supplement, or waive any material provision of any Material Hydrocarbon Offtake Contract listed on Schedule III without the prior written consent of the Collateral Agent, unless such termination, cancellation, amendment, modification, supplement, or waiver is permitted by the Indenture. (b) Each Grantor shall

Section 4.08 — Insurance (a) Each Grantor shall maintain insurance covering the Collateral in accordance with the requirements of the Indenture, including such types, in such amounts, and with such insurance companies or associations as are required by the Indenture. (b) Each Grantor shall cause the Collateral Agent to be named as loss payee (with respect to property and casualty insurance) or additional insured (wit

Section 4.09 — Deposit Accounts and Securities Accounts (a) Subject to the Intercreditor Agreement, each Grantor shall maintain its deposit accounts and securities accounts as set forth on Schedule VI hereto and shall not open any new deposit account or securities account without providing prior written notice to the Collateral Agent. (b) With respect to deposit accounts and securities accounts constituting Notes Pri

Section 4.10 — Intellectual Property (a) Each Grantor shall maintain and preserve all material intellectual Property owned by it, shall not abandon or permit the lapse of any material trademark registration, patent, or patent application without providing at least thirty (30) days' prior written notice to the Collateral Agent, and shall diligently prosecute and maintain all material trademark and patent applications

Section 4.11 — Commercial Tort Claims Each Grantor shall promptly (but in no event later than thirty (30) days after the initiation or assertion thereof) notify the Collateral Agent of any new commercial tort claim acquired or asserted by such Grantor with a reasonably estimated value in excess of $5,000,000. Upon such notification, such Grantor shall execute and deliver to the Collateral Agent a supplement to this A

Section 4.12 — Books and Records; Inspection (a) Each Grantor shall maintain complete and accurate books and records relating to the Collateral, in form and detail sufficient to enable the Collateral Agent to verify the existence, value, and condition of the Collateral. (b) The Collateral Agent and its agents, representatives, and designees shall have the right, at reasonable times and upon reasonable prior written n

Section 4.13 — Use of Proceeds; Sanctions Covenant (a) No Grantor shall use any Collateral, or permit the proceeds thereof to be used, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money or anything of value to any person in violation of the FCPA, the UK Bribery Act 2010, or any other applicable anti-corruption law, (ii) for the purpose o

Section 4.14 — Notices Each Grantor shall provide prompt written notice to the Collateral Agent of: (a) any material adverse change in the nature, composition, value, or condition of the Collateral; (b) any levy, attachment, garnishment, execution, or other legal process levied, assessed, or applied against any Collateral having a value in excess of $5,000,000; (c) any event or condition that could reasonably be expe

ARTICLE V — RIGHTS OF THE COLLATERAL AGENT

Section 5.01 — Power of Attorney (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer, employee, or agent of the Collateral Agent, with full power of substitution and revocation, as such Grantor's true and lawful attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, to take any and all actions and to exec

Section 5.02 — Performance by Collateral Agent If any Grantor fails to perform any covenant, agreement, or obligation contained in this Agreement, the Collateral Agent may (but shall not be obligated to) itself perform, or cause the performance of, such covenant, agreement, or obligation, and all costs, fees, and expenses incurred by the Collateral Agent in connection therewith (including reasonable attorneys' fees a

Section 5.03 — Voting Rights (a) Prior to an Event of Default. Unless and until an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity owned by it, or any part thereof, for any purpose not inconsistent with the terms of this Agreement, the Indenture, or any other Security Document; provided t

Section 5.04 — Dividends and Distributions (a) Prior to an Event of Default. Unless and until an Event of Default shall have occurred and be continuing, each Grantor sh