Assumption. Upon the effectiveness of the Merger, [[Unknown Identifier]] hereby assumes all of the payment and performance obligations of the Luxembourg Borrower under each Credit Agreement and the other Loan Documents, including without limitation the obligation to pay all sums due or to become due or owing by the Luxembourg Borrower under the Loan Documents. Upon the effectiveness of the Merger, [[Unknown Identifier]] shall be deemed to be the “Luxembourg Borrower” under each Credit Agreement and the other Loan Documents with the same force and effect as if it had executed such Credit Agreement and the other Loan Documents to which the Luxembourg Borrower is a party as the “Luxembourg Borrower” on the Effective Date of each Credit Agreement. ZH2LX hereby agrees to and shall be bound by all the terms and provisions of each Credit Agreement and the other Loan Documents applicable to it as the Luxembourg Borrower thereunder.

Assumption. If the Closing occurs, from and after the Closing Date, Buyer shall assume, fulfill, perform, pay, and discharge the following liabilities arising from, based upon, related to, or associated with the Assets and the Equity Interests and only to the extent not constituting Retained Liabilities (collectively, the “Assumed Liabilities”) subject to Seller’s indemnity obligations under [Section 10.02] (further subject to the limitations and restrictions in Article 10): any and all Damages and obligations, known or unknown, allocable to the Assets and the Equity Interests prior to, at, or after the Effective Time, including any and all Damages and obligations: # attributable to or resulting from the use, maintenance, ownership, or operation of the Assets, regardless whether arising before, at or after the Effective Time, except for Property Costs which shall have been accounted for as provided under [Section 2.05]; # imposed by any Legal Requirement or Governmental Body relating to the Assets and the Equity Interests; # for plugging, abandonment, decommissioning, and surface restoration of the Assets, including oil, gas, injection, water, or other wells and all surface facilities; # subject to Buyer’s rights and remedies set forth in Article 11 and the special warranty of Defensible Title set forth in the Instruments of Conveyance, attributable to or resulting from lack of Defensible Title to the Assets; # attributable to the Suspense Funds, to the extent actually received by Buyer (or for which a reduction to the Purchase Price was made); # attributable to the Imbalances; # subject to Buyer’s rights and remedies set forth in Article 11, attributable to or resulting from all Environmental Liabilities relating to the Assets; # related to the conveyance of the Assets or the Equity Interests to Buyer at Closing (including arising from the conveyance thereof without consent or in violation of a preferential purchase right or any maintenance of uniform interest provision); # attributable to or resulting from Asset Taxes and assessments attributable to the Assets to the extent attributable to periods (or portions thereof) from and after the Effective Time; # attributable to or resulting from Transfer Taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, if any, imposed or required in connection with the sale of the Assets or Equity Interests to Buyer or the filing or recording of all assignments related to the sale of the Assets to Buyer; # attributable to the Leases and the Applicable Contracts; # attributable to the Assumed Litigation. Buyer acknowledges that: # the Assets have been used in connection with the exploration for, and the development, production, treatment, and transportation of, Hydrocarbons; # spills of wastes, Hydrocarbons, produced water, Hazardous Materials, and other materials and substances may have occurred in the past or in connection with the Assets; # there is a possibility that there are currently unknown, abandoned wells, plugged wells, pipelines, and other equipment on or underneath the property underlying the Assets; # it is the intent of the Parties that all liability associated with the above matters as well as any responsibility and liability to decommission, plug, or replug such wells (including the Wells) in accordance with all Legal Requirements and requirements of Governmental Bodies be passed to Buyer effective as of the Effective Time and that Buyer shall assume all responsibility and liability for such matters and all claims and demands related thereto; # the Assets may contain asbestos, Hazardous Materials, or NORM; # NORM may affix or attach itself to the inside of wells, materials, and equipment as scale or in other forms; # wells, materials, and equipment located on the Assets may contain NORM; and # special procedures may be required for remediating, removing, transporting, and disposing of asbestos, NORM, Hazardous Materials, and other materials from the Assets. From and after the Closing, but effective as of the Effective Time, subject to Seller’s indemnity obligations under [Section 10.02] (subject to the limitations and restrictions in Article 10), Buyer shall assume, with respect to the Assets, all responsibility and liability for any assessment, remediation, removal, transportation, and disposal of these materials and associated activities in accordance with all Legal Requirements and requirements of Governmental Bodies.

Assumption. Assignee hereby accepts such assignment and agrees to assume, from and after the Closing, all of Assignor’s rights, duties, and obligations in, to and under the Existing Employment Agreement.

Assumption. It shall be considered a material breach of the Agreement if the Company fails to obtain the assumption of this Agreement by any successor to the Company.

Assumption. Assignee hereby assumes and shall perform all of Assignor’s duties, liabilities, and obligations in, to, and under the Sublease from and after the Effective Date. Assignor expressly acknowledges and agrees that nothing contained herein shall be deemed to release Assignor from the performance of its obligations under the Sublease that accrue prior to the Effective Date.

Assumption. Transferee acknowledges receipt of the Ground Lease and the Improvements on the terms, conditions and provisions set forth in this Agreement, and hereby assumes, accepts, and agrees to observe and perform the terms, covenants, conditions, provisions and agreements contained in the Ground Lease or that relate to the Improvements on the part of Transferor to be observed and performed thereunder or under applicable zoning and building ordinances, codes, laws, rules and regulations, including, but not limited to, payment of all rent and other charges to the lessor thereunder from and after the date hereof, but not prior thereto.

Assumption. As of the Amendment Effective Date, DHUK hereby confirms, represents and warrants that as a result of the UK Merger, DHUK (and no other entity) will acquire by operation of any relevant law all of the assets and liabilities of DHBV and that DHUK # acquires by operation of law and # hereby assumes all of the rights and obligations (including the Foreign Obligations) of DHBV under the Credit Agreement and the other Loan Documents (including each of the Revolving Credit Notes) (in furtherance of, and not in lieu of, any assumption or deemed assumption as a matter of law) and hereby is joined to the Credit Agreement and the other Loan Documents, as applicable, as the Foreign Borrower thereunder (the “Foreign Borrower Assumption”). DHUK undertakes to take any steps necessary to complete and perfect the UK Merger and the acquisition and transfer of any assets and assumption of any rights and obligations purported or intended to be transferred or assigned to DHUK by DHBV pursuant to the UK Merger.

Assumption. By execution of this Agreement, Assignee hereby accepts the assignment made by Assignor under Paragraph 1 hereof and hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations of landlord under the Assumed Leases which accrue or arise or are required to be performed on or after the Effective Date.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless # the Successor Entity assumes in writing all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 6(a) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of Series B Preferred Shares in exchange for such Series B Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designations, including, without limitation, having a stated value and dividend rate equal to the stated value and dividend rate of the Series B Preferred Shares held by the Holders and having similar ranking to the Series B Preferred Shares, and satisfactory to the Required Holders and # the Successor Entity (including its Parent Entity) is a publicly traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to each Holder confirmation that there shall be issued upon conversion or redemption of the Series B Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Series B Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had all the Series B Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Series B Preferred Shares contained in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations. Notwithstanding the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6(a) to permit the Fundamental Transaction without the assumption of the Series B Preferred Shares. The provisions of this Section 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Series B Preferred Shares.

Assumption. By execution of this Agreement, Assignee hereby accepts the assignment made by Assignor under Paragraph 1 hereof and hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations imposed upon the holder of Assignor’s position under and in the Assumed Contracts which accrue or arise or are required to be performed on or after the Effective Date.