PAYING AGENCY AGREEMENT

PAYING AGENCY AGREEMENT
Dated as of May 15, 2025
among
DUNMORE ENERGY HOLDINGS LTD.
as Issuer
DUNMORE UPSTREAM FINANCE CORP.
as Co-Issuer
and
BEACON FIDUCIARY SERVICES LLC
as Paying Agent, Registrar, and Transfer Agent
________________________________________
Relating to
$850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032
Issued Pursuant to the Indenture Dated as of May 15, 2025 among the Issuers, the Guarantors Named Therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent
TABLE OF CONTENTS
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This PAYING AGENCY AGREEMENT (this "Agreement") is made and entered into as of May 15, 2025, among DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"), DUNMORE UPSTREAM FINANCE CORP., a corporation incorporated under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers"), and BEACON FIDUCIARY SERVICES LLC, a limited liability company organized and existing under the laws of the State of New York (the "Agent").
RECITALS
A. The Issuers have entered into an indenture dated as of May 15, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), among the Issuers, the guarantors named therein (the "Guarantors"), and Northgate Trust Company, N.A., a national banking association, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent"), providing for the issuance by the Issuers of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").
B. The Notes are being offered and sold (i) pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers ("QIBs") and (ii) pursuant to Regulation S under the Securities Act ("Regulation S") to persons who are not "U.S. persons" (as defined in Regulation S) in offshore transactions in reliance on Regulation S.
C. The Notes will bear the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24.
D. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
E. The Notes bear interest at the rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. The Notes will mature on May 1, 2032.
F. The Issuers desire to appoint the Agent as paying agent (the "Paying Agent"), registrar (the "Registrar"), and transfer agent (the "Transfer Agent") for the Notes, and the Agent desires to accept such appointments, each on the terms and subject to the conditions set forth herein.
G. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 — DEFINITIONS AND INTERPRETATION
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agent" means Beacon Fiduciary Services LLC, a New York limited liability company, in its capacity as Paying Agent, Registrar, and Transfer Agent hereunder, and any successor thereto appointed in accordance with the terms of this Agreement.
"Agreement" means this Paying Agency Agreement, dated as of May 15, 2025, among the Issuers and the Agent, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Authorized Officer" means any officer of either Issuer who is authorized to act on behalf of such Issuer with respect to the subject matter of this Agreement, as identified on the incumbency certificate delivered pursuant to this Agreement in the form attached hereto as Exhibit B.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in the City of New York, State of New York, are authorized or required by law, regulation, or executive order to close.
"Collateral Agent" means Northgate Trust Company, N.A., a national banking association, in its capacity as collateral agent under the Indenture, and any successor thereto in such capacity.
"Co-Issuer" means Dunmore upstream Finance Corp., a corporation duly incorporated under the laws of the State of Delaware (Employer Identification Number: 93-4728106), and any successor thereto.
"DTC" means The Depository Trust Company, a New York corporation, or any successor securities depository.
"Global Notes" means, collectively, (i) the Rule 144A Global Note and (ii) the Regulation S Global Note, each in fully registered, book-entry form, deposited with or on behalf of DTC, including any and all increases or decreases in the principal amount thereof.
"Holder" or "Noteholder" means the person in whose name a Note is registered on the Register maintained by the Agent in its capacity as Registrar.
"Indenture" has the meaning ascribed to such term in Recital A hereof.
"Interest Payment Date" means May 1 and November 1 of each year during the term of the Notes, commencing November 1, 2025.
"Issuer" means Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (Cayman Islands Monetary Authority Registry Number: MC-384726), and any successor thereto.
"Issuers" means, collectively, the Issuer and the Co-Issuer.
"Maturity Date" means May 1, 2032.
"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by the Issuers pursuant to the Indenture.
"Payment Date" means any Interest Payment Date, any redemption date established in accordance with the Indenture, or the Maturity Date.
"Principal Office of the Agent" means the offices of the Agent located at 240 Greenwich Street, 7th Floor, New York, New York 10007, or such other office as the Agent may designate from time to time by written notice to the Issuers and the Trustee.
"Record Date" means the fifteenth (15th) calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
"Register" means the register of Holders of Notes maintained by the Agent in its capacity as Registrar in accordance with Section 4.1 hereof.
"Regulation S" means Regulation S promulgated under the Securities Act.
"Regulation S Global Note" means the Global Note representing the Notes sold in reliance on Regulation S, bearing the CUSIP number C2085R AA 2 and ISIN USC2085RAA24.
"Rule 144A" means Rule 144A promulgated under the Securities Act.
"Rule 144A Global Note" means the Global Note representing the Notes sold in reliance on Rule 144A, bearing the CUSIP number 265387 AA 5 and ISIN US265387AA51.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Trustee" means Northgate Trust Company, N.A., a national banking association, in its capacity as trustee under the Indenture, and any successor thereto in such capacity.
Section 1.2 — Interpretation
(a) Unless the context otherwise requires, references herein to the Indenture shall include all supplements, amendments, and modifications thereto, and all terms used herein that are defined in the Indenture but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture.
(b) The headings of the Articles, Sections, and Exhibits herein are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of any provision hereof.
(c) References to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision hereof. References to any Article, Section, or Exhibit shall be to the relevant Article, Section, or Exhibit of or to this Agreement, unless otherwise specified. References to "including" shall mean "including, without limitation."
(d) All references herein to the laws of the State of New York, or to any statute, rule, or regulation, shall be deemed to refer to such laws, statute, rule, or regulation as in effect from time to time, including any successor or replacement provisions thereof.
(e) Words importing the singular number include the plural number and vice versa, and words importing any gender include all genders.
Section 1.3 — Conflicts with the Indenture
In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall govern and control. The Agent shall be entitled to rely on the provisions of the Indenture with respect to any rights, duties, immunities, indemnities, and protections afforded to the Agent in its capacity as paying agent, registrar, or transfer agent thereunder, and nothing contained in this Agreement shall be deemed to limit or restrict any such rights, duties, immunities, indemnities, or protections.
ARTICLE 2 — APPOINTMENT
Section 2.1 — Appointment as Paying Agent
The Issuers hereby appoint Beacon Fiduciary Services LLC as Paying Agent for the Notes, and the Agent hereby accepts such appointment and agrees to act as Paying Agent for the Notes upon the terms and subject to the conditions set forth in this Agreement. In its capacity as Paying Agent, the Agent shall perform the following duties:
(a) receiving funds from the Issuers in accordance with Section 3.1 hereof;
(b) making payments of principal, premium (if any), interest, and additional amounts (if any) to Holders of the Notes on each Payment Date in accordance with the terms of the Indenture and this Agreement;
(c) effecting payments on redemption, repurchase, or at maturity of the Notes in accordance with the Indenture and this Agreement; and
(d) performing such other duties as are expressly set forth in this Agreement and the Indenture as duties of the Paying Agent.
Section 2.2 — Appointment as Registrar
The Issuers hereby appoint the Agent as Registrar for the Notes, and the Agent hereby accepts such appointment and agrees to act as Registrar for the Notes upon the terms and subject to the conditions set forth in this Agreement. In its capacity as Registrar, the Agent shall perform the following duties:
(a) maintaining the Register of Holders in accordance with Section 4.1 hereof;
(b) recording all transfers and exchanges of Notes in the Register upon receipt of properly completed and duly executed transfer instruments, together with any required certifications, in accordance with Article 4 and Article 5 hereof; and
(c) maintaining such records in connection with its duties as Registrar as are required by the Indenture and applicable law.
Section 2.3 — Appointment as Transfer Agent
The Issuers hereby appoint the Agent as Transfer Agent for the Notes, and the Agent hereby accepts such appointment and agrees to act as Transfer Agent for the Notes upon the terms and subject to the conditions set forth in this Agreement. In its capacity as Transfer Agent, the Agent shall perform the following duties:
(a) effecting transfers and exchanges of Notes in accordance with the terms of the Indenture and this Agreement, including compliance with the transfer restrictions applicable to Notes sold pursuant to Rule 144A and Regulation S;
(b) authenticating replacement Notes upon any transfer or exchange, as directed by the Trustee in accordance with the Indenture; and
(c) performing such other duties as are expressly set forth in this Agreement and the Indenture as duties of the Transfer Agent.
Section 2.4 — Relationship Manager
Sandra Mitchum shall serve as the designated relationship manager at the Agent for purposes of day-to-day communications with the Issuers and the Trustee regarding matters arising under this Agreement. The relationship manager shall serve as the primary point of contact for operational inquiries, coordination of payment instructions, and resolution of routine administrative matters. The Agent may designate a successor relationship manager at any time by delivering written notice thereof to the Issuers and the Trustee, which notice shall identify the name, title, telephone number, and email address of such successor relationship manager.
Section 2.5 — Non-Exclusivity
The appointment of the Agent hereunder as Paying Agent, Registrar, and Transfer Agent for the Notes does not preclude the Issuers from appointing one or more additional or successor paying agents, registrars, or transfer agents in accordance with the terms of the Indenture, and the Issuers expressly reserve the right to make any such additional or successor appointments. The Agent acknowledges and agrees that any such additional or successor appointment shall not require the consent of the Agent, provided that such appointment is made in accordance with the applicable provisions of the Indenture.
ARTICLE 3 — PAYING AGENT DUTIES
Section 3.1 — Receipt of Funds
(a) The Issuers shall deposit with the Agent, by no later than 10:00 a.m. (New York City time) on or before each Payment Date, immediately available funds in United States dollars sufficient to pay all amounts of principal, premium (if any), interest, and additional amounts (if any) due and payable on such Payment Date in respect of the Notes. All such deposits shall be made by wire transfer of immediately available funds to the Agent's designated account at its Principal Office, in accordance with the wire transfer instructions set forth in Exhibit C attached hereto (or as otherwise separately communicated in writing by the Agent to the Issuers from time to time).
(b) Semi-annual interest payments on each Interest Payment Date shall be in the amount of $39,843,750 (calculated as $850,000,000 multiplied by 9.375% per annum divided by two (2)), subject to adjustment in the event of any prior partial redemption, repurchase, or cancellation of Notes reducing the aggregate principal amount outstanding. The first interest payment shall be due and payable on November 1, 2025, and shall include interest accrued from May 15, 2025 through October 31, 2025.
(c) In the event that the Issuers fail to deposit sufficient funds with the Agent by 10:00 a.m. (New York City time) on a Payment Date, the Agent shall promptly notify the Issuers and the Trustee of such failure in writing (which may include email). The Agent shall have no obligation to make any payment to Holders on a Payment Date unless and until it has received sufficient funds from the Issuers to cover such payment in full.
(d) Any funds received by the Agent pursuant to this Section 3.1 shall be held by the Agent for the exclusive benefit of the Holders and shall not be commingled with the Agent's own funds. The Agent shall have no obligation to invest or reinvest any funds held pursuant to this Agreement, and no interest shall accrue or be payable by the Agent on any such funds.
Section 3.2 — Payment of Notes
(a) On each Payment Date, the Agent shall pay to the Holders or their designees the amounts due and payable in respect of the Notes in accordance with the terms of the Indenture and this Agreement.
(b) For so long as the Notes are represented by Global Notes deposited with or on behalf of DTC, all payments of principal, premium (if any), interest, and additional amounts (if any) shall be made through DTC in accordance with DTC's applicable procedures, including payment to DTC or its nominee by wire transfer of immediately available funds. The Agent shall coordinate with DTC to ensure timely distribution of payments to DTC participants and, through such participants, to the beneficial owners of the Notes.
(c) In the event that any certificated Notes are issued in accordance with the Indenture (including upon the occurrence of events requiring the exchange of interests in Global Notes for certificated Notes), payments of principal, premium (if any), interest, and additional amounts (if any) on such certificated Notes shall be made (i) by check mailed by first-class mail, postage prepaid, to the address of the Holder as shown on the Register maintained by the Agent, or (ii) by wire transfer of immediately available funds to a bank account designated in writing by the Holder, provided that the Holder has furnished appropriate wire transfer instructions to the Agent and holds Notes in an aggregate principal amount of at least $1,000,000. Any payment made by check shall be deemed to have been made on the date such check is mailed, provided that the check is subsequently honored upon presentment.
(d) If any Payment Date falls on a day that is not a Business Day, the payment due on such Payment Date shall be made on the next succeeding Business Day, and no additional interest shall accrue in respect of such delay, unless otherwise provided in the Indenture.
Section 3.3 — Payments on Redemption
(a) Upon any redemption of the Notes, whether in whole or in part, the Agent shall make payments to Holders in accordance with the Indenture and the applicable notice of redemption or repurchase delivered by the Issuers or the Trustee. Such payments shall include the applicable redemption price, together with accrued and unpaid interest to, but not including, the applicable redemption date.
(b) The following redemption provisions shall apply to the Notes in accordance with the Indenture:
(i) Optional Redemption (on or after May 1, 2028). On or after May 1, 2028, the Issuers may redeem the Notes, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed), plus accrued and unpaid interest to, but not including, the applicable redemption date:
(ii) Make-Whole Redemption (prior to May 1, 2028). At any time prior to May 1, 2028, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a "make-whole" premium calculated at the applicable Treasury Rate plus 50 basis points, together with accrued and unpaid interest to, but not including, the applicable redemption date, all as further specified in the Indenture.
(iii) Equity Clawback Redemption (prior to May 1, 2028). At any time prior to May 1, 2028, the Issuers may redeem up to 40% of the original aggregate principal amount of the Notes at a redemption price equal to 109.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the applicable redemption date, with the net cash proceeds of one or more equity offerings, subject to the conditions and limitations set forth in the Indenture.
(iv) Change of Control Repurchase. Upon the occurrence of a Change of Control (as defined in the Indenture), the Issuers shall be required to offer to repurchase the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the applicable repurchase date, all in accordance with the terms of the Indenture.
(c) The Agent shall have no responsibility for the calculation of any make-whole premium or the determination of the applicable Treasury Rate and shall be entitled to rely conclusively on the calculations and determinations provided to it in writing by the Issuers or the Trustee.
Section 3.4 — Payments at Maturity
On May 1, 2032 (the Maturity Date), the Agent shall pay to the Holders the outstanding principal amount of the Notes, together with all accrued and unpaid interest thereon to, but not including, the Maturity Date, upon presentation and surrender of the Notes (or, in the case of Global Notes, in accordance with the applicable procedures of DTC). The Agent shall coordinate with DTC and the Trustee to ensure that all payments at maturity are made in a timely and orderly manner.
Section 3.5 — Tax Withholding
(a) The Agent shall deduct and withhold from any payments made to Holders hereunder all amounts required to be deducted or withheld under applicable United States federal, state, or local tax law, including, without limitation, (i) backup withholding under Sections 3406 and 3402 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) withholding under Sections 1471 through 1474 of the Code and the regulations and agreements thereunder, commonly referred to as the Foreign Account Tax Compliance Act ("FATCA"), and any intergovernmental agreements implementing FATCA.
(b) The Agent shall obtain from each Holder, prior to making any payments hereunder, appropriate Internal Revenue Service forms establishing the Holder's tax status, including, as applicable, IRS Form W-9 (for U.S. persons), IRS Form W-8BEN (for individuals claiming treaty benefits), IRS Form W-8BEN-E (for entities claiming treaty benefits or FATCA exemptions), and IRS Form W-8IMY (for intermediaries and flow-through entities). The Agent shall retain such forms in accordance with applicable law and shall update such forms as required by the Code and the regulations thereunder.
(c) The Agent shall cooperate with the Issuers in connection with any obligation of the Issuers to pay additional amounts pursuant to the tax gross-up provisions of the Indenture, including by providing information reasonably requested by the Issuers regarding withholding amounts and Holder certifications. The parties acknowledge that the Issuer is an exempted company incorporated under the laws of the Cayman Islands and is not currently subject to any income, withholding, or similar taxes imposed by the Cayman Islands. The Issuer shall furnish to the Agent such tax certifications, residency certificates, or other documentation as may be reasonably necessary for the Agent to comply with its withholding and reporting obligations hereunder.
(d) The Agent shall make all required filings and reports with the Internal Revenue Service and any other applicable taxing authority in connection with payments made under this Agreement, including IRS Forms 1042, 1042-S, 1099, and any other applicable forms.
Section 3.6 — Unclaimed Funds
(a) Any funds deposited with the Agent for payment to Holders that remain unclaimed for a period of two (2) years after the date on which such payment became due and payable shall be repaid to the Issuers upon the written request of the Issuers, and thereafter the Holders entitled to such unclaimed funds shall look only to the Issuers for payment thereof, and all liability of the Agent with respect to such unclaimed funds shall thereupon cease.
(b) Notwithstanding the foregoing, the Agent's obligation to return unclaimed funds to the Issuers shall be subject to compliance with all applicable escheat, unclaimed property, or abandoned property laws of any state or jurisdiction. Prior to returning any unclaimed funds to the Issuers, the Agent shall use commercially reasonable efforts to comply with any applicable reporting or remittance obligations under such laws.
(c) The Agent shall have no further liability or responsibility with respect to any unclaimed funds that have been returned to the Issuers in accordance with this Section 3.6.
Section 3.7 — Additional Amounts
If the Issuers are required to pay additional amounts to Holders pursuant to the tax gross-up provisions set forth in the Indenture (including, without limitation, additional amounts payable as a result of any deduction or withholding for taxes imposed by the Cayman Islands or any other jurisdiction in which the Issuers or any Guarantor is organized or resident for tax purposes), the Agent shall pay such additional amounts to the Holders entitled thereto, provided that the Agent has received from the Issuers (i) sufficient immediately available funds to make such payments and (ii) written instructions specifying the amounts of such additional payments, the Holders to whom such payments are due, and the basis for the determination of such additional amounts. The Agent shall have no obligation to determine independently whether any additional amounts are payable or to calculate the amount of any such additional payments.
ARTICLE 4 — REGISTRAR DUTIES
Section 4.1 — Maintenance of Register
(a) The Agent shall maintain at its Principal Office at 240 Greenwich Street, 7th Floor, New York, New York 10007, or at such other location as may be designated by the Agent upon written notice to the Issuers and the Trustee, a register (the "Register") of the names and addresses of the Holders and the principal amounts of Notes held by each Holder.
(b) The Register shall reflect the Holders of both the Rule 144A Global Note and the Regulation S Global Note, and shall be updated promptly to reflect all transfers, exchanges, redemptions, repurchases, and cancellations of Notes.
(c) The Agent shall make the Register available for inspection by the Issuers and the Trustee (and their respective authorized agents) during normal business hours at the Principal Office of the Agent, upon reasonable prior notice. The Agent shall furnish to the Issuers and the Trustee, upon written request, such information from the Register as may be reasonably required for purposes of compliance with the Indenture or applicable law.
(d) The Agent shall maintain the Register in a form and manner consistent with the requirements of the Indenture and applicable law, including, without limitation, the requirements of Section 5f.103-1 of the United States Treasury Regulations (relating to registration-required obligations).
Section 4.2 — Recording of Transfers and Exchanges
(a) The Agent shall record all transfers and exchanges of Notes in the Register upon receipt of:
(i) properly completed and duly executed instruments of transfer or exchange in the form required by the Indenture;
(ii) such certifications, legal opinions, or other evidence as may be required by the Indenture with respect to compliance with the transfer restrictions applicable to the Notes, including certifications under Rule 144A and Regulation S; and
(iii) any applicable taxes or charges required to be paid in connection with such transfer or exchange.
(b) For transfers from the Rule 144A Global Note to the Regulation S Global Note, or vice versa, the Agent shall comply with the applicable transfer restrictions and seasoning periods set forth in the Indenture, including any distribution compliance period applicable to transfers to the Regulation S Global Note. The Agent shall not effect any such transfer unless and until it has received all required certifications and documentation as specified in the Indenture.
(c) Upon completion of any transfer or exchange, the Agent shall adjust the principal amounts reflected in the Register and, in the case of transfers involving Global Notes, shall deliver appropriate instructions to DTC for adjustment of the principal amounts of the applicable Global Notes.
Section 4.3 — Record Date
The person in whose name a Note is registered on the Register at the close of business on the Record Date (being the fifteenth (15th) calendar day preceding each Interest Payment Date, whether or not such day is a Business Day) shall be the person entitled to receive the interest payment due on the related Interest Payment Date, notwithstanding any subsequent transfer or exchange of such Note after such Record Date and prior to such Interest Payment Date. The Agent shall determine entitlements to interest payments based solely on the Register as of the close of business on the applicable Record Date.
Section 4.4 — Lost, Stolen, or Destroyed Notes
Upon receipt by the Agent and the Trustee of:
(a) evidence satisfactory to the Trustee and the Agent of the loss, theft, or destruction of a Note;
(b) an indemnity bond or open penalty surety bond in such amount and issued by such surety as is satisfactory to the Trustee and the Agent, or such other form of indemnity as the Trustee and the Agent may require; and
(c) payment of any expenses and charges incurred by the Agent and the Trustee in connection therewith,
the Agent shall cooperate with the Trustee to issue and authenticate a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. Any replacement Note so issued shall constitute an original contractual obligation of the Issuers, whether or not the lost, stolen, or destroyed Note is at any time found by any person.
ARTICLE 5 — TRANSFER AGENT DUTIES
Section 5.1 — Transfers and Exchanges
(a) The Agent shall effect transfers and exchanges of Notes in accordance with the terms and conditions of the Indenture and this Agreement. The Agent shall maintain such operational procedures and systems as are reasonably necessary to process transfers and exchanges of Notes in a timely and efficient manner.
(b) Notes may be transferred or exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Agent shall not register any transfer or exchange that would result in a Note being issued in a principal amount less than $2,000 or in a principal amount that is not an integral multiple of $1,000 in excess of $2,000.
(c) The Agent shall not register any transfer or exchange of Notes that does not comply with the transfer restrictions set forth in the Indenture and in the restrictive legends appearing on the Notes. The Agent shall be entitled to refuse to register any transfer or exchange if, in the Agent's reasonable judgment, such transfer or exchange would violate applicable securities laws or the transfer restrictions set forth in the Indenture.
Section 5.2 — Transfer Restrictions — Rule 144A and Regulation S
(a) The Agent shall not effect any transfer of Notes unless such transfer is accompanied by the applicable certifications, as follows:
(i) Rule 144A Transfers. For any transfer of Notes pursuant to Rule 144A, the transferee shall deliver to the Agent a written certification substantially in the form attached hereto as Exhibit D, certifying that the transferee (A) is a QIB (as defined in Rule 144A) purchasing for its own account or for the account of one or more QIBs, (B) is aware that the sale is being made in reliance on Rule 144A, and (C) has received such information regarding the Issuers as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.
(ii) Regulation S Transfers. For any transfer of Notes pursuant to Regulation S, the transferor and/or transferee (as applicable) shall deliver to the Agent a written certification substantially in the form attached hereto as Exhibit E, certifying that the transfer is being made in an "offshore transaction" (as defined in Regulation S) in compliance with Rule 903 or Rule 904 of Regulation S, and that neither the transferor nor any person acting on its behalf has engaged in any "directed selling efforts" (as defined in Regulation S) in connection with such transfer.
(iii) Other Transfers. For any transfer of Notes other than pursuant to Rule 144A or Regulation S, the Agent shall require such certifications, legal opinions, or other evidence as may be required by the Indenture to establish that such transfer is being effected in compliance with the Securities Act and applicable state securities laws.
(b) The Agent may conclusively rely upon the certifications and other documentation delivered to it in connection with any transfer or exchange of Notes, without independent investigation or verification of the accuracy or completeness thereof. The Agent shall not be liable for any loss arising from its reliance in good faith on such certifications and documentation.
Section 5.3 — Authentication of Replacement Notes
Upon any transfer or exchange of Notes requiring the issuance of replacement Notes, the Agent shall present the replacement Notes to the Trustee (Northgate Trust Company, N.A.) for authentication in accordance with the terms of the Indenture. The Agent shall not deliver any replacement Notes to any Holder or transferee unless and until such replacement Notes have been duly authenticated by the Trustee.
Section 5.4 — Cancelled Notes
All Notes surrendered to the Agent for transfer, exchange, redemption, repurchase, or payment shall be cancelled by the Agent and delivered to the Trustee for cancellation and disposition in accordance with the Indenture. The Agent shall maintain records of all Notes cancelled and delivered to the Trustee, including the certificate numbers (if applicable), principal amounts, and dates of cancellation.
ARTICLE 6 — REPRESENTATIONS AND WARRANTIES
Section 6.1 — Representations of the Issuers
Each of the Issuers hereby represents and warrants to the Agent, as of the date hereof, as follows:
(a) Organization and Good Standing.
(i) Dunmore Energy Holdings Ltd. is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands, with its registered office located c/o Camberwell Group, PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands.
(ii) Dunmore upstream Finance Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with its registered agent being Ashgrove Services Inc., located at 28 Liberty Street, New York, New York 10005.
(b) Authorization; Enforceability. This Agreement has been duly authorized, executed, and delivered by each Issuer and constitutes the legal, valid, and binding obligation of each Issuer, enforceable against each Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(c) No Conflict. The execution, delivery, and performance by each Issuer of this Agreement do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, memorandum and articles of association, or other organizational documents of such Issuer, (ii) violate or conflict with any provision of the Indenture or any other material agreement or instrument to which such Issuer is a party or by which it is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority having jurisdiction over such Issuer.
(d) Consents and Approvals. No consent, approval, authorization, registration, or filing with any governmental authority or any other person is required in connection with the execution, delivery, or performance by each Issuer of this Agreement, other than such consents, approvals, authorizations, registrations, or filings as have already been obtained or made.
(e) OFAC / Sanctions. Neither Issuer nor any of its subsidiaries, nor any of their respective directors, officers, employees, or agents, is a person or entity that is, or is owned or controlled by a person or entity that is, currently the subject of any sanctions administered or enforced by (i) the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), (ii) the U.S. Department of State, (iii) the United Nations Security Council, (iv) the European Union or any member state thereof, or (v) His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"). Neither Issuer nor any of its subsidiaries is located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).
Section 6.2 — Representations of the Agent
The Agent hereby represents and warrants to the Issuers, as of the date hereof, as follows:
(a) Organization and Good Standing. Beacon Fiduciary Services LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York.
(b) Power and Authority. The Agent has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of the Agent.
(c) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Agent, enforceable against the Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.
(d) Systems and Procedures. The Agent maintains systems, procedures, and internal controls reasonably necessary to discharge its duties as Paying Agent, Registrar, and Transfer Agent hereunder, including systems for the maintenance of the Register, the processing of payments, the recording of transfers and exchanges, and tax withholding and reporting.
(e) Sanctions. The Agent is not a person or entity that is, or is owned or controlled by a person or entity that is, currently the subject of any Sanctions administered or enforced by OFAC, the European Union, or the United Kingdom Office of Financial Sanctions Implementation ("OFSI").
ARTICLE 7 — COMPENSATION AND EXPENSES
Section 7.1 — Fees
The Issuers shall pay to the Agent fees for its services as Paying Agent, Registrar, and Transfer Agent hereunder in accordance with the fee schedule attached hereto as Exhibit A, which fee schedule is hereby incorporated by reference into this Agreement. All fees shall be payable annually in advance on each anniversary of the date hereof (commencing on the date hereof for the initial period). In the event that this Agreement is terminated prior to the expiration of any annual fee period, the Agent shall not be required to refund any portion of fees previously paid for such period.
Section 7.2 — Expenses
The Issuers shall reimburse the Agent for all reasonable and documented out-of-pocket expenses incurred by the Agent in performing its duties under this Agreement, including, without limitation, expenses related to postage, courier and overnight delivery services, printing and reproduction, telecommunications, technology systems and infrastructure, legal fees and expenses of counsel to the Agent (to the extent approved in advance by the Issuers, such approval not to be unreasonably withheld), and travel expenses incurred at the request of the Issuers. The Agent shall submit invoices for reimbursable expenses on a quarterly basis, and the Issuers shall pay such invoices within thirty (30) days of receipt.
Section 7.3 — Taxes
The Issuers shall pay all stamp duties, documentary taxes, transfer taxes, or similar taxes and governmental charges, if any, arising in connection with the execution, delivery, or performance of this Agreement. The Agent shall promptly notify the Issuers of any such taxes or charges of which it becomes aware.
ARTICLE 8 — STANDARD OF CARE; LIMITATIONS ON LIABILITY
Section 8.1 — Standard of Care
The Agent shall perform its duties under this Agreement in good faith and with the degree of care and diligence that is reasonably expected of an agent performing similar functions in the corporate trust and agency industry, consistent with prevailing industry standards and practices.
Section 8.2 — No Liability for Actions Taken in Good Faith
(a) The Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and in the absence of its own negligence, bad faith, or willful misconduct. In no event shall the Agent be personally liable for any error of judgment made in good faith by an officer or employee of the Agent, unless it shall be proven that the Agent was negligent in ascertaining the pertinent facts.
(b) The Agent shall not be liable for any loss, damage, liability, cost, or expense arising from or related to (i) any act of God, war, terrorism, insurrection, civil commotion, national emergency, epidemic, pandemic, quarantine restriction, or other force majeure event, (ii) any act or regulation of any governmental authority, (iii) the failure, interruption, or unavailability of communications, computer, or electronic systems or facilities (including the internet, electrical power, and telecommunications networks), (iv) fires, floods, earthquakes, hurricanes, or other natural disasters, or (v) any cause or condition beyond the reasonable control of the Agent.
Section 8.3 — Reliance on Documents and Instructions
(a) The Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other document or communication (whether in original, facsimile, electronic, or other form) that the Agent believes in good faith to be genuine and to have been signed, presented, or sent by the proper party or parties. The Agent shall not be under any duty or obligation to examine, inquire into, or pass upon the validity, accuracy, or sufficiency of any such document or communication.
(b) The Agent may rely upon instructions received from Authorized Officers of the Issuers as identified on the most recently delivered incumbency certificate in the form of Exhibit B hereto. The Agent shall have no liability for actions taken in reliance on instructions from persons identified as Authorized Officers on such incumbency certificate, and the Issuers shall promptly deliver to the Agent an updated incumbency certificate upon any change in the identity or authority of Authorized Officers.
Section 8.4 — No Duty to Investigate
(a) The Agent shall have no obligation to investigate or verify the accuracy or completeness of any information, statement, certificate, or other document provided to it by the Issuers, the Trustee, or any other person. The Agent shall be entitled to assume the accuracy and completeness of all such information unless it has actual knowledge to the contrary.
(b) The Agent shall have no duty to monitor or verify compliance by the Issuers with any covenants, conditions, or obligations under the Indenture, including, without limitation, financial covenants, reporting obligations, or collateral maintenance requirements. The Agent shall not be deemed to have knowledge of any default or event of default under the Indenture unless a responsible officer of the Agent has received written notice thereof from the Issuers, the Trustee, or the Holders.
Section 8.5 — Limitation on Consequential Damages
IN NO EVENT SHALL THE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF ITS DUTIES HEREUNDER, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT THE AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
ARTICLE 9 — INDEMNIFICATION
Section 9.1 — Indemnification by the Issuers
(a) The Issuers shall, jointly and severally, indemnify, defend, and hold harmless the Agent and its members, managers, officers, directors, employees, agents, and affiliates (each, an "Indemnified Party") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, penalties, judgments, costs, and expenses (including, without limitation, reasonable fees and disbursements of counsel) (collectively, "Losses") arising out of or in connection with (i) the execution, delivery, or performance of this Agreement, (ii) the Agent's acceptance of or performance of its duties under this Agreement, or (iii) any action or inaction of the Agent in reliance upon any instruction, direction, certificate, or other document furnished to the Agent hereunder, except to the extent that such Losses are determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from the Agent's own negligence, bad faith, or willful misconduct.
(b) If any claim, action, suit, or proceeding is brought against any Indemnified Party in respect of which indemnification is sought pursuant to this Section 9.1, the Indemnified Party shall promptly notify the Issuers in writing of such claim, action, suit, or proceeding, and the Issuers shall assume the defense thereof at their own expense with counsel reasonably satisfactory to the Indemnified Party. The failure of the Indemnified Party to give timely notice shall not relieve the Issuers of their indemnification obligations hereunder except to the extent that the Issuers are materially prejudiced by such failure.
(c) The Issuers shall not settle any claim, action, suit, or proceeding without the prior written consent of the applicable Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability in respect of such claim, (ii) does not include any statement as to, or admission of, fault, culpability, or failure to act by or on behalf of such Indemnified Party, and (iii) does not impose any restriction or obligation on such Indemnified Party other than the payment of money damages to be paid in full by the Issuers.
Section 9.2 — Survival
The indemnification obligations of the Issuers under this Article 9 shall survive the termination or expiration of this Agreement and shall survive the resignation or removal of the Agent, and shall continue in full force and effect with respect to any Losses arising out of or relating to events, acts, or omissions occurring during the term of this Agreement.
ARTICLE 10 — TERM AND TERMINATION
Section 10.1 — Term
This Agreement shall become effective on the date hereof and shall continue in full force and effect until the earliest to occur of:
(a) the date on which all Notes have been paid in full, redeemed, repurchased, or otherwise cancelled in accordance with the Indenture and no further amounts remain payable in respect of the Notes;
(b) the Maturity Date (May 1, 2032), provided that all amounts due and payable under the Notes on such date have been paid in full; or
(c) the date on which this Agreement is terminated in accordance with the provisions of this Article 10.
Section 10.2 — Resignation of the Agent
(a) The Agent may resign from its duties and obligations under this Agreement at any time by giving not less than sixty (60) days' prior written notice of such resignation to the Issuers and the Trustee. Such notice shall specify the proposed effective date of resignation.
(b) No resignation of the Agent shall become effective until a successor agent has been appointed by the Issuers in accordance with Section 10.4 hereof and such successor agent has accepted such appointment and assumed the duties and obligations of the Agent hereunder. If a successor agent has not been appointed and accepted such appointment within sixty (60) days after the Agent delivers its notice of resignation, the Agent may petition any court of competent jurisdiction for the appointment of a successor agent in accordance with Section 10.4(b) hereof.
(c) Upon the effective date of the Agent's resignation, the Agent shall be discharged from all further duties and obligations under this Agreement (other than obligations that by their terms survive termination, including, without limitation, the confidentiality obligations set forth in Article 11 and any accrued but unpaid obligations of the Issuers to the Agent under Articles 7 and 9).
Section 10.3 — Removal of the Agent
(a) The Issuers may remove the Agent from its duties and obligations under this Agreement at any time, with or without cause, upon not less than sixty (60) days' prior written notice to the Agent and the Trustee. Such notice shall specify the proposed effective date of removal.
(b) No removal of the Agent shall become effective until a successor agent has been appointed by the Issuers in accordance with Section 10.4 hereof and such successor agent has accepted such appointment and assumed the duties and obligations of the Agent hereunder.
(c) Upon the effective date of the Agent's removal, the Agent shall be discharged from all further duties and obligations under this Agreement (other than obligations that by their terms survive termination, including, without limitation, the confidentiality obligations set forth in Article 11 and any accrued but unpaid obligations of the Issuers to the Agent under Articles 7 and 9).
Section 10.4 — Appointment of Successor Agent
(a) Upon the resignation or removal of the Agent, the Issuers shall promptly appoint a successor paying agent, registrar, and transfer agent. Any such successor agent must be a banking corporation or trust company organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise fiduciary powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authorities. The Issuers shall give written notice of any such appointment to the Trustee and the outgoing Agent.
(b) If the Issuers fail to appoint a successor agent within sixty (60) days after the delivery of a notice of resignation by the Agent or the delivery of a notice of removal by the Issuers, the outgoing Agent or any Holder may petition any court of competent jurisdiction, at the expense of the Issuers, for the appointment of a successor agent. The court may thereupon, after such notice (if any) as it may deem proper, appoint a successor agent meeting the qualifications set forth in clause (a) above.
Section 10.5 — Transition and Delivery of Records
(a) Upon the effective date of the resignation or removal of the Agent, the outgoing Agent shall deliver to the successor agent all records, registers (including the Register), books, documents, funds, and other property of the Issuers or the Holders held by the Agent in connection with its duties under this Agreement. Such delivery shall be made promptly and in an orderly manner so as to minimize any disruption to the administration of the Notes.
(b) The outgoing Agent shall cooperate with the successor agent and the Issuers to ensure an orderly transition of duties and responsibilities, including by providing reasonable access to its systems and personnel during the transition period. The Issuers shall reimburse the outgoing Agent for all reasonable and documented out-of-pocket costs incurred in connection with such transition.
(c) The outgoing Agent shall execute and deliver such instruments, documents, and certificates as may be reasonably requested by the successor agent or the Issuers to effectuate the transition and transfer of the Agent's duties hereunder.
ARTICLE 11 — CONFIDENTIALITY
Section 11.1 — Confidential Information
(a) The Agent shall maintain the confidentiality of all non-public information received by it in connection with this Agreement or the performance of its duties hereunder ("Confidential Information"), including, without limitation, information relating to the identity, addresses, and account details of Holders, payment records, transfer records, and any other information designated as confidential by the Issuers.
(b) The Agent shall not disclose any Confidential Information to any person or entity, except:
(i) as required by applicable law, regulation, subpoena, civil investigative demand, or order of a court of competent jurisdiction or any governmental authority having jurisdiction over the Agent;
(ii) to the Agent's officers, directors, employees, agents, auditors, and legal counsel, in each case on a need-to-know basis and subject to such persons being informed of the confidential nature of such information and being bound by obligations of confidentiality;
(iii) to any regulatory or supervisory authority having jurisdiction over the Agent, in connection with any examination or investigation of the Agent's activities;
(iv) to the Trustee or the Collateral Agent to the extent reasonably necessary for the performance of duties under the Indenture; or
(v) with the prior written consent of the Issuers.
(c) The confidentiality obligations set forth in this Section 11.1 shall survive the termination of this Agreement for a period of three (3) years.
Section 11.2 — Data Protection
The Agent shall comply with all applicable data protection and privacy laws and regulations (including, without limitation, the Gramm-Leach-Bliley Act and any applicable regulations thereunder, and the General Data Protection Regulation (EU) 2016/679 to the extent applicable) in its collection, use, storage, processing, and transfer of personal data of Holders and other individuals in connection with its duties under this Agreement. The Agent shall implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized access, loss, destruction, or alteration.
ARTICLE 12 — MISCELLANEOUS
Section 12.1 — Notices
(a) All notices, requests, demands, waivers, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made when (i) delivered by hand, (ii) delivered by a nationally recognized overnight courier service (with confirmation of delivery), or (iii) sent by email (with confirmation of receipt), in each case to the parties at the following addresses (or at such other address as may be specified by any party by written notice to the other parties):
If to the Issuers:
Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
with a copy (which shall not constitute notice) to:
Dunmore Energy Holdings Ltd. c/o Dunmore upstream Finance Corp. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056
Attention: Alistair Forde, General Counsel
Email: aforde@dunmore-energy.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Jennifer Kwon
Email: jkwon@calderwoodharkness.com
If to the Agent:
Beacon Fiduciary Services LLC 240 Greenwich Street, 7th Floor New York, New York 10007
Attention: Sandra Mitchum, Relationship Manager
Email: smitchum@beaconfiduciary.com
If to the Trustee (for informational copies):
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005
Attention: William Kerrigan, Vice President — Corporate Trust
Email: wkerrigan@northgatetrust.com
(b) Any party hereto may change its address or email address for the purpose of notices under this Agreement by giving written notice of such change to the other parties in accordance with this Section 12.1.
Section 12.2 — Amendments and Waivers
(a) This Agreement may be amended, supplemented, or otherwise modified only by a written instrument duly executed by the Issuers and the Agent. No amendment, supplement, or modification of this Agreement shall be effective unless and until it is signed by all required parties.
(b) No amendment, supplement, or modification of this Agreement shall adversely affect the rights of the Trustee or the Holders without compliance with the applicable amendment provisions set forth in the Indenture, including any requirements for the consent of Holders.
(c) No waiver of any provision of this Agreement, and no consent to any departure by any party from the terms hereof, shall be effective unless given in writing by the party or parties entitled to the benefit of such provision. No waiver or consent shall extend to or affect any other or subsequent default, event, or circumstance, or impair any rights consequent thereto.
Section 12.3 — Assignment
(a) The Agent may not assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Issuers and the Trustee. Any purported assignment, delegation, or transfer by the Agent without such consent shall be void and of no force or effect.
(b) The Issuers may assign their rights and obligations under this Agreement in connection with any merger, consolidation, or transfer of all or substantially all of their assets that is permitted under the Indenture, provided that the successor or surviving entity assumes all of the Issuers' obligations under this Agreement by operation of law or by written instrument satisfactory to the Agent.
Section 12.4 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law thereof, other than Section 5-1401 of the New York General Obligations Law.
Section 12.5 — Jurisdiction and Venue
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, City of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Section 12.6 — Waiver of Jury Trial
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.6.
Section 12.7 — Severability
If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
Section 12.8 — Entire Agreement
This Agreement, together with the Indenture and the exhibits and schedules hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof