Exhibit 10.6 


  


Execution Version


  


 






 


INTERCREDITOR AGREEMENT


 


dated as of April 8, 2015 among


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Priority Lien Agent,


 


U.S. BANK NATIONAL ASSOCIATION,

as Second Lien Collateral Trustee,


 


BREITBURN ENERGY PARTNERS LP, BREITBURN FINANCE
CORPORATION, and

BREITBURN OPERATING LP


 


and


 


the Subsidiaries of Breitburn Energy Partners
LP named herein


 





 









 


THIS IS THE INTERCREDITOR AGREEMENT REFERRED
TO IN (A) THE INDENTURE DATED AS OF APRIL 8, 2015, AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME
TO TIME AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN FINANCE CORPORATION AND BREITBURN OPERATING LP, AS ISSUERS, CERTAIN SUBSIDIARIES
OF BREITBURN ENERGY PARTNERS LP FROM TIME TO TIME PARTY THERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT,
(B) THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2014, AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE
MODIFIED FROM TIME TO TIME, AMONG BREITBURN OPERATING LP, AS BORROWER, BREITBURN ENERGY PARTNERS LP, AS PARENT GUARANTOR, THE LENDERS
PARTY THERETO FROM TIME TO TIME AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, (C) THE OTHER LOAN DOCUMENTS
REFERRED TO IN SUCH CREDIT AGREEMENT AND (D) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE.


 




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INTERCREDITOR AGREEMENT,
dated as of April 8, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof,
this “Agreement”), among WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Priority
Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original
Priority Lien Agent”), U.S. BANK NATIONAL ASSOCIATION, as trustee and collateral agent for the Second Lien Secured
Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Second
Lien Collateral Trustee”), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (“Parent Company”),
BREITBURN FINANCE CORPORATION, a Delaware corporation and a wholly owned subsidiary of the Parent Company (“Finance
Corp” and together with the Parent Company, the “Issuers”), BREITBURN OPERATING LP, a Delaware
limited partnership and a wholly owned subsidiary of the Parent Company (the “Borrower”) and the other
direct and indirect subsidiaries of the Parent Company listed on the signature pages hereof or otherwise party hereto from time
to time.


 


Reference is made to (a)
the Priority Credit Agreement (defined below), and (b) the Indenture (defined below) governing the Indenture Notes (defined below).


 


From time to time following
the date hereof, the Parent Company may incur Additional Second Lien Obligations (defined below) to the extent permitted by the
Priority Credit Agreement and the Indenture (each as defined below). In connection with the Indenture and any Additional Second
Lien Obligations, the Grantors (defined below), the Trustee (defined below) and the Second Lien Collateral Trustee shall enter
into a second lien collateral trust agreement or similar intercreditor arrangement as may be agreed to by the Trustee, Second Lien
Collateral Trustee and any trustee, agent or other secured parties with respect to such Additional Second Lien Obligations from
time to time.


 


In consideration of the
mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Priority Lien Agent (for itself and on behalf of the Priority Lien Secured Parties), the Second Lien Collateral Trustee (for
itself and on behalf of the Second Lien Secured Parties) and the Grantors hereto agree as follows:


 


Article
I

DEFINITIONS


 


SECTION
1.01.         Construction; Certain Defined Terms.


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any reference herein to any agreement, instrument, other document, statute or regulation shall, unless otherwise expressly
noted herein, be construed as referring to such agreement, instrument, other document, statute or regulation as amended, restated,
amended and restated, adjusted, waived, renewed, extended, supplemented, replaced, refinanced or otherwise modified from time to
time, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall
not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words
“herein,” “hereof and “hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes
shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein,
the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the
term “or” is not exclusive.


 




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(b)          All
terms used in this Agreement that are defined in Article 1, 8 or 9 of the New York UCC (whether capitalized herein or not) and
not otherwise defined herein have the meanings assigned to them in Article 1, 8 or 9 of the New York UCC. If a term is defined
in Article 9 of the New York UCC and another Article of the New York UCC, such term shall have the meaning assigned to it in Article
9 of the New York UCC.


 


(c)          Unless
otherwise set forth herein, all references herein to the Second Lien Collateral Trustee shall be deemed to refer to the Second
Lien Collateral Trustee in its capacity as collateral trustee under the Second Lien Documents.


 


(d)          As
used in this Agreement, the following terms have the meanings specified below:


 


“Accepting
Holder” has the meaning assigned to such term in Section 3.06(c).


 


“Account”
means a deposit account or securities account, as each such term is defined in Article 9 of the Uniform Commercial Code as in effect
in the State of New York.


 


“Additional
Second Lien Debt Facility” means one or more debt facilities, commercial paper facilities or indentures for which
the requirements of Section 4.04(b) of this Agreement have been satisfied, in each case with banks, other lenders or trustees,
providing for revolving credit loans, term loans, notes or other borrowings, in each case, as amended, restated, modified, renewed,
refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time in accordance
with each applicable Secured Debt Document; provided that neither the Indenture nor any Second Lien Substitute Facility
shall constitute an Additional Second Lien Debt Facility at any time.


 


“Additional
Second Lien Documents” means the Additional Second Lien Debt Facility and the Additional Second Lien Security Documents.


 


“Additional
Second Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Additional
Second Lien Secured Party (or any of its Affiliates) in respect of the Additional Second Lien Documents.


 


“Additional
Second Lien Secured Parties” means, at any time, the Second Lien Collateral Trustee, the trustee, agent or other
representative of the holders of any Series of Second Lien Debt who maintains the transfer register for such Series of Second Lien
Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Additional Second Lien Document
and each other holder of, or obligee in respect of, any holder or lender pursuant to any Series of Second Lien Debt outstanding
at such time; provided that the Indenture Second Lien Secured Parties shall not be deemed Additional Second Lien Secured
Parties.


 




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“Additional
Second Lien Security Documents” means the Additional Second Lien Debt Facility (insofar as the same grants a Lien
on the Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral
agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the date hereof,
executed and delivered by the Parent Company or any other Grantor creating (or purporting to create) a Lien upon the Second Lien
Collateral in favor of the Additional Second Lien Secured Parties.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with”
have correlative meanings.


 


“Banking Services”
means each and any of the following bank services provided to any Grantor by any lender under the Priority Credit Agreement or
any Affiliate of any such lender: (a) commercial credit cards, (b) stored value cards and (c) Treasury Management Arrangement (including
controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).


 


“Banking Services
Obligations” means any and all obligations of any Grantor, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)
in connection with Banking Services.


 


“Bankruptcy
Code” means Title 11 of the United States Code.


 


“Bankruptcy
Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


“Board of Directors”
means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to
act on behalf of such board; (b) with respect to a partnership, the Board of Directors of the general partner of the partnership;
(c) with respect to a limited liability company, the manager or managers, or if there are no managers of such limited liability
company, the managing member or members or any controlling committee of managers or managing members thereof, as the case may be;
and (d) with respect to any other Person, the board or committee of such Person serving a similar function.


 


“Borrower”
has the meaning assigned to such term in the preamble hereto.


 




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“Borrowing
Base” has the meaning assigned to such term in the definition of “Priority Lien Cap.”


 


“Business Day”
means any day that is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required to be closed in
New York.


 


“Capital Stock”
means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership
or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) any other interest
or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or
not such debt securities include any right of participation with Capital Stock.


 


“Collateral”
means all of the assets and property of any Grantor, whether real, personal or mixed, constituting the Priority Lien Collateral
and/or the Second Lien Collateral.


 


“Credit Facilities”
means one or more credit facilities (including, without limitation, the Priority Credit Agreement) meeting the following criteria
(the “Credit Facility Criteria”):


 


(i)          unless
and until a default shall occur under such Credit Facility and commitments to lend thereunder shall have expired or been terminated,
the Priority Lien Agent (or, if there is more than one, that one who is primarily responsible for administration of the Credit
Facility) shall be a commercial bank, or Affiliate thereof,


 


(ii)         on
the date of execution of such Credit Facility, the lenders shall consist of commercial banks, institutional lenders and other similar
financial institutions,


 


(iii)        the
credit facilities established thereunder shall consist of revolving credit loans, letters of credit and/or term loans, with availability
thereunder determined on a basis consistent with the Borrowing Base and Priority Lien Cap (or otherwise expressly limited so as
not to exceed clause (a) of the Priority Lien Cap); and


 


(iv)        the
contractual rate of interest and any original-issue discount arrangement thereunder (as such terms are used and described in the
definition herein of “Interest Rate Priority Cap”) shall be consistent with the methodology and limitations
described in (or otherwise shall be expressly limited so as not to exceed) the Interest Rate Priority Cap.


 


For avoidance of doubt, any
such Credit Facility may be in a single tranche or in multiple tranches, consistent with the foregoing criteria, provided that
all such indebtedness (other than DIP Financing) is pari passu in right of payment, it being understood that there may be different
tranches of loans constituting Priority Lien Debt with different maturities and amortization profiles, and that cash flows may
be distributed in accordance with varying priorities established under so-called “waterfall” provisions, but the principal
amount of indebtedness under all such tranches must in all other respects be pari passu in right of payment.  Any such tranche
of loans (other than DIP Financing) that is not consistent with the foregoing requirement for pari passu treatment in right of
payment with the revolving credit loans under the Priority Lien Documents shall not constitute Priority Lien Obligations for purposes
of this Agreement.


 




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“Credit Facility
Criteria” has the meaning assigned to such term in the definition of “Credit Facilities.”


 


“Declining
Holder” has the meaning assigned to such term in Section 3.06(c).


 


“Derivative
Contract” means any agreement with respect to any future, forward, swap, cap or collar, option, hedging, derivative
or similar transaction covering oil and gas commodities or prices or financial, monetary or interest rate instruments, including
any and all trades and confirmations entered into pursuant thereto.


 


“Derivative
Obligations” means obligations of any Grantor to any counterparty under any Derivative Contract.


 


“Discharge
of Priority Lien Obligations” means the occurrence of all of the following:


 


(a)          termination
or expiration of all commitments to extend credit that would constitute Priority Lien Debt;


 


(b)          payment
in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt (other than any undrawn letters
of credit);


 


(c)          discharge,
cash collateralization or the issuance of back-to-back letters of credit from an issuing bank reasonably acceptable to the applicable
Priority Lien Secured Party (which such cash collateralization or back-to-back letters of credit shall be in an amount no lower
than the lower of (i) 104% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for
release of liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority
Lien Obligations;


 


(d)          payment
of Derivative Obligations owing or to be owing by any Grantor to any counterparty that are secured by Priority Liens (and, with
respect to any particular Derivative Contract, termination of such agreement and payment in full in cash of all obligations thereunder
or such other arrangements as have been made by the counterparty thereto (and communicated to the Priority Lien Agent) pursuant
to the terms of the Priority Credit Agreement); and


 


(e)          payment
in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is paid
in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in
respect of which no claim or demand for payment has been made at or prior to such time);


 




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provided that, if, at any time after
the Discharge of Priority Lien Obligations has occurred, any Grantor enters into any Priority Lien Document evidencing a Priority
Lien Obligation which incurrence is not prohibited by the applicable Second Lien Documents, then such Discharge of Priority Lien
Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Priority
Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Priority
Lien Obligations), and, from and after the date on which the Parent Company designates such Indebtedness as Priority Lien Obligations
in accordance with this Agreement, the obligations under such Priority Lien Document shall automatically and without any further
action be treated as Priority Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities
and rights in respect of Collateral set forth in this Agreement and any Second Lien Obligations shall be deemed to have been at
all times Second Lien Obligations and at no time Priority Lien Obligations. For the avoidance of doubt, a Replacement as contemplated
by Section 4.04(b) shall not be deemed to cause a Discharge of Priority Lien Obligations.


 


“Disposition”
shall mean any sale, lease, exchange, assignment, license, contribution, transfer or other disposition. “Dispose” shall
have a correlative meaning.


 


“Excess Priority
Lien Obligations” shall mean, as of any date of determination, (i) the amount of outstanding Priority Lien Principal
Obligations in excess of clause (a) of the Priority Lien Cap incurred in contravention of Section 4.04(b) and (ii) the amount of
outstanding interest or other amounts of Priority Lien Debt in excess of the Interest Rate Priority Cap, in each case together
with all interest and fees accrued on such excess amount.


 


“Finance Corp”
has the meaning assigned to that term in the preamble hereto.


 


“Governmental
Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether
state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Grantor”
means the Parent Company, Finance Corp, the Borrower and each other subsidiary of the Parent Company that shall have granted any
Lien in favor of either the Priority Lien Agent or the Second Lien Collateral Trustee on any of its assets or properties to secure
any of the Secured Obligations.


 


“Hydrocarbon
Interests” means leasehold and other interests in or under oil, gas and other
liquid or gaseous hydrocarbon leases wherever located, mineral fee interests, overriding royalty and royalty interests, net profit
interests, and production payment interests relating to oil, gas or other liquid or gaseous hydrocarbons wherever located, including
any reserved or residual interest of whatever nature.


 


“Hydrocarbons”
means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous
hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.


 


“Indenture”
means the Indenture, dated as of April 8, 2015, among the Parent Company, Finance Corp and Borrower, as issuers, the other Grantors
party thereto from time to time, the Second Lien Collateral Trustee and the Trustee (including any supplements executed in connection
with the issuance of any Series of Second Lien Debt under the Indenture) unless restricted by the terms of this Agreement, and
any credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument evidencing
or governing the terms of any Second Lien Substitute Facility.


 




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“Indenture
Notes” means the 9.25% Senior Secured Second Lien Notes due 2020 issued under the Indenture, and any additional senior
second lien secured notes issued thereunder.


 


“Indenture
Second Lien Documents” means the Indenture, the Indenture Notes, the Indenture Second Lien Security Documents and
all other loan documents, notes, guarantees, instruments and agreements governing or evidencing any Second Lien Substitute Facility.


 


“Indenture
Second Lien Obligations” means, with respect to any Grantor, any obligations of such Grantor owed to any Indenture
Second Lien Secured Party in respect of the Indenture Second Lien Documents.


 


“Indenture
Second Lien Secured Parties” means, at any time, the Trustee, the Second Lien Collateral Trustee, the trustees, agents
and other representatives of the holders of the Indenture Notes (including any holders of notes pursuant to supplements executed
in connection with the issuance of a Series of Second Lien Debt under the Indenture) who maintains the transfer register for such
Indenture Notes or such Series of Second Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor
under any Indenture Second Lien Document and each other holder of, or obligee in respect of, any Indenture Second Lien Obligations,
any holder or lender pursuant to any Indenture Second Lien Document outstanding at such time; provided that the Additional
Second Lien Secured Parties shall not be deemed Indenture Second Lien Secured Parties.


 


“Indenture
Second Lien Security Documents” means the Indenture (insofar as the same grants a Lien on the Collateral), each agreement
listed in Part B of Exhibit C hereto and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds
of trust, collateral agency agreements, control agreements, or grants or transfers for security, now existing or entered into after
the date hereof, executed and delivered by the Parent Company or any other Grantor creating (or purporting to create) a Lien upon
Collateral in favor of the Second Lien Collateral Trustee (including any such agreements, assignments, mortgages, deeds of trust
and other documents or instruments associated with any Second Lien Substitute Facility).


 


“Insolvency
or Liquidation Proceeding” means:


 


(a)          any
case commenced by or against the Parent Company, Finance Corp, the Borrower or any other Grantor under the Bankruptcy Code or any
similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment
or marshalling of the assets or liabilities of the Parent Company, Finance Corp, the Borrower or any other Grantor, any receivership
or assignment for the benefit of creditors relating to the Parent Company, Finance Corp, the Borrower or any other Grantor or any
similar case or proceeding relative to the Parent Company, Finance Corp, the Borrower or any other Grantor or its creditors, as
such, in each case whether or not voluntary;


 


(b)          any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Parent Company, Finance
Corp, the Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency;
or


 




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(c)          any
other proceeding of any type or nature in which substantially all claims of creditors of the Parent Company, Finance Corp, the
Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.


 


“Intercreditor
Agreement Joinder” means an agreement substantially in the form of Exhibit A.


 


“Interest Rate
Priority Cap” means, as of any date of determination under Section 4.04(a), compliance with the following two criteria:


 


		(a)	a maximum original-issue discount arrangement (whether
in the form of a discount of funds advanced in comparison to the principal amount of loan obligations incurred, or in the form
of an upfront fee payable generally to lenders at the time of, and in connection with, the creation or increase of any commitment
to lend or the making of loans) not greater than 3.00% of the principal amount of such commitment amount or loan principal amount,
in each case as computed on the date of such advance of funds, creation or increase of commitment or making of loans; and



 


		(b)	contractual rate of interest applicable to the outstanding
principal amount of loans (including any amounts drawn under any letters of credit and not yet reimbursed) constituting Priority
Lien Debt not to exceed 3.5% per annum above a designated Reference Rate specified in the applicable Priority Credit Agreement,
as determined on a Dollar-weighted average basis.



 


For purposes of the foregoing:


 


			(i) the two criteria specified above shall be mutually exclusive (meaning that any compensation
arrangement included in clause (a) above shall be ignored for purposes of clause (b), and vice-versa);



 


(ii) the Interest
Rate Priority Cap shall not apply to (and the phrase “contractual rate of interest” or “original-issue discount
arrangement” as used herein shall not include) (A) any indemnity payments (including, without limitation, for interest period
“breakage” and increased costs due to changes in law and similar contingencies), costs, expenses or other reimbursements
payable to any Secured Party, (B) any increase in the contractual rate of interest (not to exceed 2.00% per annum) arising from
or during a breach or other default, (C) any increase in the interest rate arising from an adjustment for regulatory or reserve
costs or applicable taxes, or from customary market disruption events relating to the illegality or unavailability of LIBOR-rate
loans, (D) fees payable to lenders in respect of unfunded commitments at a rate not exceeding 1.00% per annum, (E) fees payable
to lenders in respect of unfunded obligations in respect of letters of credit at a rate not exceeding 3.5% per annum, (F) fees
payable to the Administrative Agent or any collateral or other agent(s), letter of credit fees payable to issuers of letters of
credit, arrangement fees payable to fewer than all of the lenders, Reciprocal Fee Payments (as defined in the Priority Credit Agreement
as in effect on the date hereof, after giving effect to the First Amendment thereto) and such other fees as are included in the
computation of the term “Additional First Lien Fee” pursuant to Section 4(c) of the Note Purchase Agreement referenced
in the Indenture, (G) other fees dissimilar to those described in this clause (ii) or in clause (a) above, payable from time to
time to the lenders and (H) any Derivative Obligations or Banking Services Obligations; and


 




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(iii) “Reference
Rate” means and refers to a base lending rate, alternative base lending rate or interbank funds rate as specified
in such Priority Credit Agreement, in each case substantially identical to the definitions, and with such other adjustments and
terms, as are in effect in the Priority Credit Agreement on the date hereof (including, by way of example, “Base Rate,”
“LIBOR” or “LIBOR Market Index Rate” as defined and used in the Priority Credit
Agreement on the date hereof), with such variations to said definitions (other than variations instituting or changing any “floor”
or similar minimum rate of interest in the calculation of such Reference Rate) as may be within prevailing commercial bank market
practices for such reference rates at the time of determination.


 


“Issuers”
has the meaning assigned to that term in the preamble hereto.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other
title retention agreement, any lease in the nature thereof, any agreement to give a security interest therein.


 


“Lien Sharing
and Priority Confirmation Joinder” means an agreement substantially in the form of Exhibit B.


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties
or financial condition of the Grantors taken as a whole, or as to the Parent Company, including any material adverse change in
reserve estimates of the Oil and Gas Properties of the Grantors taken as a whole; (b) a material impairment of the ability of any
Grantor to perform its material obligations under the Secured Debt Documents; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Grantor of any material Secured Debt Document.


 


“New York UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Obligations”
means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including,
to the extent legally permitted, all accrued and unpaid interest at the default rate and any interest accrued thereon after the
commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in
the Priority Lien Documents or Second Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim
in such proceeding), make-whole amounts, premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities
payable under the documentation governing any indebtedness.


 




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“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President,
any Vice President or any Assistant Vice President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the Parent Company by any two of the chief executive officer,
president, chief financial officer or any vice president of the Parent Company.


 


“Oil and Gas
Properties” means Hydrocarbon Interests now owned by the Grantors thereof and contracts executed in connection therewith
and all tenements, hereditaments, appurtenances, and properties belonging, affixed or incidental to such Hydrocarbon Interests,
including any and all property, real or personal, now owned by the Grantors and situated upon or to be situated upon, and used,
built for use, or useful in connection with the operating, working or developing of such Hydrocarbon Interests, including any and
all petroleum and/or natural gas wells, buildings, structures, field separators, liquid extractors, plant compressors, pumps, pumping
units, field gathering systems, pipelines, tank and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers,
liters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, taping, tubing and rods, surface leases, rights-of-way,
easements and servitudes, and all additions, substitutions, replacements for, and fixtures and attachments to, any and all of the
foregoing owned directly or indirectly by the Grantor.


 


“Original Priority
Lien Agent” has the meaning assigned to that term in the preamble hereto.


 


“Original Second
Lien Collateral Trustee” has the meaning assigned to that term in the preamble hereto. “Parent Company”
has the meaning assigned to that term in the preamble hereto.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, joint venture, joint-stock company, trust, unincorporated
organization, association, corporation, government or any agency or political subdivision thereof or any other entity.


 


“Priority Credit
Agreement” means the Third Amended and Restated Credit Agreement, dated as of November 19, 2014, among the Borrower
as borrower, the Parent Company as parent guarantor, the Original Priority Lien Agent, the lenders party thereto from time to time
and the other agents named therein as in effect as of the date hereof (including the First Amendment thereto dated the date hereof),
as the same may hereafter be amended, restated, amended and restated, adjusted, waived, renewed, extended, supplemented, replaced,
refinanced or otherwise modified from time to time in accordance with this Agreement, including any credit agreement, loan agreement,
promissory note, or other instrument evidencing or governing the terms of any Priority Substitute Facility.


 




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“Priority Lien”
means a Lien granted by the Priority Lien Documents to the Priority Lien Agent at any time upon any property of any Grantor to
secure Priority Lien Obligations (including Liens on such Collateral under the security documents associated with any Priority
Substitute Facility).


 


“Priority Lien
Agent” means the Original Priority Lien Agent, and, from and after the date of execution and delivery of a Priority
Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders or holders of the indebtedness
and other Obligations evidenced thereunder or governed thereby, in each case, together with its successors in such capacity.


 


“Priority Lien
Cap” means, as of any date of determination under Section 4.04(b), the sum of:


 


(a)          the
Borrowing Base, plus


 


(b)          the
amount of all Derivative Obligations, plus,


 


(c)          the
amount of all Banking Services Obligations;


 


provided, that for purposes of the foregoing,
“Borrowing Base” shall mean, on any date of determination, an amount equal to the most recent determination
made under the Priority Credit Agreement (including any Priority Substitute Facility) by the Priority Lien Secured Parties (or
such of them as shall be entitled thereunder to make such determination), in their sole discretion and in accordance with their
customary policies and procedures for extending credit to oil and gas reserve-based customers, of the maximum amount of Priority
Lien Principal Obligations that may be outstanding under and in accordance with such Credit Facilities. Such Borrowing Base determination
shall be based upon the loan collateral value assigned to the oil and gas properties of the Grantors and such other credit factors
(including the assets. Liabilities, cash flow, business, properties, prospects, management and ownership of the Grantors) that
such Priority Lien Secured Parties deem significant. For the avoidance of doubt, (i) the Second Lien Secured Parties acknowledge
and agree that the Priority Lien Principal Obligations outstanding on the date hereof under the Priority Credit Agreement constitute
Priority Lien Obligations as of the date hereof, (ii) the “Borrowing Base” determination as of April 1, 2015, and application
of the “October 1, 2015 Borrowing Base Floor” to such determination as of October 1, 2015, in each case as such terms
are defined in, and as such determinations are made pursuant to Section 2.05(a) of, the Priority Credit Agreement (as amended on
the date hereof by the First Amendment thereto) shall each be deemed to be in accordance with the foregoing criteria and to be
compliant with the Priority Lien Cap and (iii) the calculation of “Priority Lien Cap” represents an incurrence-only
determination under Section 4.04(b) with respect to Priority Lien Principal Obligations (including without limitation any increases
or refinancings (by Replacement) of the amount thereof) and does not otherwise apply to Priority Lien Obligations that may be outstanding
from time to time.


 


“Priority Lien
Collateral” shall mean all “Collateral”, as defined in the Priority Credit Agreement or any other Priority
Lien Document, and any other assets of any Grantor now or at any time hereafter subject to Liens which secure, but only to the
extent securing, any Priority Lien Obligation.


 




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“Priority Lien
Credit Obligations” means all Priority Lien Obligations other than those Derivative Obligations and Banking Services
Obligations as are secured by Priority Liens.


 


“Priority Lien
Debt” means Priority Lien Obligations other than the Derivative Obligations and Banking Services Obligations.


 


“Priority Lien
Documents” means the Priority Credit Agreement, the Priority Lien Security Documents, the other “Loan Documents”
(as defined in the Priority Credit Agreement) and all other loan documents, notes, guarantees, instruments and agreements governing
or evidencing, or executed or delivered in connection with, any Priority Substitute Facility.


 


“Priority Lien
Obligations” means the obligations under the Priority Credit Agreement (including letters of credit and reimbursement
obligations with respect thereto, Derivative Obligations and Banking Services Obligations and obligations for accrued and unpaid
interest at the default rate of interest and post-petition interest, as applicable, as provided in the Priority Credit Agreement)
that was permitted to be incurred and secured under or in accordance with the Priority Credit Agreement and additional or Replacement
indebtedness under any Priority Substitute Facility, in each case, other than Excess Priority Lien Obligations. For avoidance of
doubt, the Priority Lien Obligations may be in a single tranche or in multiple tranches, provided that all such indebtedness
(other than DIP Financing) is pari passu in right of payment, it being understood that there may be different tranches of loans
constituting Priority Lien Debt with different maturities and amortization profiles, and that cash flows may be distributed in
accordance with varying priorities established under so-called “waterfall” provisions, but the principal amount of
indebtedness under all such tranches must in all other respects be pari passu in right of payment.  Any such tranche of loans
(other than DIP Financing) that is not consistent with the foregoing requirement for pari passu treatment in right of payment with
the revolving credit loans under the Priority Lien Documents shall not constitute Priority Lien Obligations for purposes of this
Agreement.


 


“Priority Lien
Principal Obligations” means, at any time of determination, the aggregate of that part of the Priority Lien Obligations
consisting of (i) unpaid principal of the loans outstanding under the Priority Lien Documents (including any amounts drawn under
any letters of credit ant not yet reimbursed) together with (ii) the undrawn amount of all outstanding letters of credit under
the Priority Lien Documents (such undrawn amount being the face amount thereof, less amounts drawn thereunder, whether or not the
remaining balance is then available to be drawn thereunder).


 


“Priority Lien
Secured Parties” means, at any time:


 


(a)          the
Priority Lien Agent, each lender, issuing bank or swing line lender under the Priority Credit Agreement,


 




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(b)          each counterparty,
holder, provider or obligee of any Derivative Obligations and Banking Services Obligations that, in the case of this clause (b),
is or was a lender under the Priority Credit Agreement (or under the Existing Credit Agreement (as defined in the Priority Credit
Agreement)) at the time of entering into the applicable Derivative Contract (or, in the case of Derivative Contracts listed on
Schedule 6.21 of the Priority Credit Agreement as of the date hereof, was a lender under the QR Energy Credit Agreement (as defined
in the Priority Credit Agreement as in effect on the date hereof) at time of entering into such Derivative Contract) or Bank Services
Agreement with respect thereto or an Affiliate (as defined in the Priority Credit Agreement) thereof and is a secured party (or
a party entitled to the benefits of the security) under any Priority Lien Document,


 


(c)          the
beneficiaries of each indemnification obligation undertaken by any Grantor under any Priority Lien Document, and


 


(d)          each other Person
that provides letters of credit, guarantees or other credit support related thereto, or is a holder or obligee of loans, under
any Priority Lien Document under a Priority Substitute Facility, or that is a holder or obligee in respect of any Derivative Obligation
or Banking Services Obligation (either as described in (b) above or if such holder or obligee is a lender or Affiliate thereof
under such Priority Substitute Facility at the time of entering into such Derivative Contract or agreement relating to such Banking
Services Obligation), in each case to the extent designated as a secured party (or a party entitled to the benefits of the security)
under any Priority Lien Document outstanding at such time.


 


“Priority Lien
Security Documents” means the Priority Credit Agreement (insofar as the same grants a Lien on the Collateral), each
agreement listed in Part A of Exhibit C hereto, and any other security agreements, pledge agreements, collateral assignments, mortgages,
deeds of trust, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed
and delivered by the Parent Company or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of
the Priority Lien Agent (including any such agreements, assignments, mortgages, deeds of trust and other documents or instruments
associated with any Priority Substitute Facility).


 


“Priority Substitute
Facility” means either (i) any Credit Facility with respect to which the requirements contained in Section 4.04(b)
of this Agreement have been satisfied or (ii) any DIP Financing with respect to which the requirements contained in Section 4.02(b)
of this Agreement have been satisfied, that, in each case Replaces the Priority Credit Agreement then in existence; provided
that any Priority Lien securing such Priority Substitute Facility shall be subject to the terms of this Agreement for all purposes
(including the Lien priorities as set forth herein).


 


“Purchaser
Representative” means (a) initially the Trustee or (b) such other Person that is unanimously appointed from time
to time by the Second Lien Representatives to replace the Trustee (or any subsequent Purchaser Representative) pursuant to a written
notice to the Priority Lien Agent.


 




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“Replaces”
means, (a) in respect of any agreement with reference to the Priority Credit Agreement or the Priority Lien Obligations or any
Priority Substitute Facility, that such agreement refunds, refinances or replaces the Priority Credit Agreement, the Priority Lien
Obligations or such Priority Substitute Facility in whole (in a transaction that is in compliance with Section 4.04 or Section
4.02(b) and satisfies the Credit Facility Criteria) and that all commitments thereunder are terminated, or, to the extent permitted
by the terms of the Priority Credit Agreement or such Priority Substitute Facility, in part, and (b) in respect of any agreement
with reference to the Second Lien Documents, the Second Lien Obligations or any Second Lien Substitute Facility, that such indebtedness
refunds, refinances or replaces the Second Lien Documents, the Second Lien Obligations or such Second Lien Substitute Facility
in whole (in a transaction that is in compliance with Section 4.04(b) or Section 4.04(c)) and that all commitments thereunder are
terminated, or, to the extent permitted by the terms of the Second Lien Documents or such Second Lien Substitute Facility, in part.
“Replace,” “Replaced” and “Replacement” shall have
correlative meanings.


 


“Second Lien”
means a Lien granted by a Second Lien Document to the Second Lien Collateral Trustee, at any time, upon any Collateral by any Grantor
to secure Second Lien Obligations (including Liens on such Collateral under the security documents associated with any Second Lien
Substitute Facility).


 


“Second Lien
Collateral” shall mean all “Collateral”, as defined in any Second Lien Document, and any other assets
of any Grantor now or at any time hereafter subject to Liens which secure, but only to the extent securing, any Second Lien Obligations.
“Second Lien Collateral Trustee” means the Original Second Lien Collateral Trustee, and, from and after
the date of execution and delivery of a Second Lien Substitute Facility, the agent, collateral agent, trustee or other representative
of the lenders or other holders of the indebtedness and other obligations evidenced thereunder or governed thereby, in each case,
together with its successors in such capacity


 


“Second Lien
Debt” means the indebtedness under the Indenture Notes and all additional indebtedness incurred under any Additional
Second Lien Documents and with respect to which the requirements of Section 4.04(b) have been satisfied, and all indebtedness incurred
under any Second Lien Substitute Facility.


 


“Second Lien
Documents” means the Indenture Second Lien Documents and the Additional Second Lien Documents.


 


“Second Lien
Obligations” means Second Lien Debt and all other Obligations in respect thereof.


 


“Second Lien
Representative” means (a) in the case of the Indenture Notes, the Trustee, and (b) in the case of any other Series
of Second Lien Debt, the trustee, agent or representative of the holders of such Series of Second Lien Debt who is appointed as
a Second Lien Representative (for purposes related to the administration of the Second Lien Security Documents) pursuant to the
indenture, credit agreement or other agreement governing such Series of Second Lien Debt, together with its successors in such
capacity.


 


“Second Lien
Secured Parties” means the Indenture Second Lien Secured Parties and the Additional Second Lien Secured Parties.


 


“Second Lien
Security Documents” means the Indenture Second Lien Security Documents and the Additional Second Lien Security Documents.


 




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“Second Lien
Substitute Facility” means any facility with respect to which the requirements contained in Section 4.04(b) of this
Agreement have been satisfied and that is permitted to be incurred pursuant to the Priority Lien Documents, the proceeds of which
are used to, among other things, Replace the Indenture and/or any Additional Second Lien Debt Facility then in existence. For the
avoidance of doubt, no Second Lien Substitute Facility shall be required to be evidenced by notes or other instruments and may
be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other
agreement or instrument; provided that any such Second Lien Substitute Facility shall be subject to the terms of this Agreement
for all purposes (including the Lien priority as set forth herein) as the other Liens securing the Second Lien Obligations are
subject to under this Agreement.


 


“Secured Debt
Documents” means the Priority Lien Documents and the Second Lien Security Documents.


 


“Secured Debt
Representative” means the Second Lien Collateral Trustee and the Priority Lien Agent.


 


“Secured Obligations”
means, the Priority Lien Obligations and the Second Lien Obligations.


 


“Secured Parties”
means the Priority Lien Secured Parties and the Second Lien Secured Parties.


 


“Security Documents”
means the Priority Lien Security Documents and the Second Lien Security Documents.


 


“Series of
Second Lien Debt” means, severally, the Indenture Notes and each other issue or series of Second Lien Debt (including
any Additional Second Lien Debt Facility) for which a single transfer register is maintained.


 


“Series of
Secured Debt” means the Priority Lien Obligations and each Series of Second Lien Debt.


 


“Standstill
Period” shall have the meaning assigned to such term in Section 3.02.


 


“subsidiary”
means, with respect to any specified Person (a) any corporation, association or other business entity (other than a partnership
or limited liability company) of which more than 50% of the total voting power of the Voting Stock of such Person is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person (or a combination
thereof); and (b) any partnership (whether general or limited) or limited liability company (x) the sole general partner or
member of which is such Person or a subsidiary of such Person, or (y) if there is more than a single general partner or member,
either (i) the only managing general partners or managing members of which are such Person or one or more subsidiaries of
such Person (or any combination thereof) or (ii) such Person owns or controls, directly or indirectly, a majority of the outstanding
general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively.


 




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“Treasury Management
Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services,
including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned
check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other
cash management services.


 


“Trustee”
means the Original Second Lien Collateral Trustee, and, from and after the date of execution and delivery of the Second Lien Substitute
Facility, the agent, collateral agent, trustee or other representative of the lenders or other holders of the indebtedness and
other obligations evidenced thereunder or governed thereby, together with its successors in such capacity.


 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 


Article
II

LIEN PRIORITIES


 


SECTION
2.01.         Relative Priorities.


 


(a)          The
grant of the Priority Liens pursuant to the Priority Lien Documents and the grant of the Second Liens pursuant to the Second Lien
Documents create two separate and distinct Liens on the Collateral.


 


(b)          Notwithstanding
anything contained in this Agreement, the Priority Lien Documents, the Second Lien Documents, or any other agreement or instrument
or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) the timing of incurrence of any
Series of Secured Debt, (ii) the order or method of creation, attachment or perfection of any Liens securing any Series of Secured
Debt, (iii) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to
perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral, (v) that any Priority
Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien,
and (vi) the rules for determining priority under any law governing relative priorities of Liens, the Second Lien Collateral Trustee,
on behalf of itself and the other Second Lien Secured Parties, hereby agrees that (x) any Priority Lien on any Collateral now or
hereafter held by or for the benefit of any Priority Lien Secured Party to secure Priority Lien Obligations shall be senior in
right, priority, operation, effect and all other respects to any and all Second Liens on any Collateral, and (y) any Second Lien
on any Collateral now or hereafter held by or for the benefit of any Second Lien Secured Party shall be junior and subordinate
in right, priority, operation, effect and all other respects to any and all such Priority Liens on any Collateral, in any case,
subject to and up to the Priority Lien Cap as provided herein.


 




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(c)          It
is acknowledged that, subject to the Priority Lien Cap (as provided in Section 4.04(b) herein), (i) the aggregate amount of the
Priority Lien Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, (ii) a portion
of the Priority Lien Obligations consists or may consist of indebtedness that is revolving in nature, and the amount thereof that
may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) the Priority
Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced
or otherwise amended or modified from time to time, all without affecting the subordination of the Second Liens hereunder or the
provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties.
The Lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement,
extension, increase, renewal, restatement or Replacement of either the Second Lien Obligations (or any part thereof) or the Priority
Lien Obligations (or any part thereof), by the release of any Collateral or of any guarantees for any Priority Lien Obligations
or by any action that any Secured Debt Representative or Secured Party may take or fail to take in respect of any Collateral.


 


SECTION
2.02.         Prohibition on Contesting Liens. Each of the Second Lien
Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, and the Priority Lien Agent, for itself and on
behalf of each Priority Lien Secured Party, agrees that it shall not (and hereby waives any right to) contest or support any other
Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (a) the validity or enforceability
of any Secured Debt Document or any Obligation thereunder, (b) the validity, perfection, priority or enforceability of the Liens,
mortgages, assignments and security interests granted pursuant to the Security Documents with respect to the Priority Lien Obligations
or the Second Lien Obligations or (c) the relative rights and duties of the Priority Lien Secured Parties and the Second Lien Secured
Parties granted and/or established in this Agreement or any other Security Document with respect to such Liens, mortgages, assignments,
and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Priority
Lien Agent or any other Priority Lien Secured Party or the Second Lien Collateral Trustee or any other Second Lien Secured Party
to enforce this Agreement, including the Priority Lien Agent’s or Second Lien Collateral Trustee’s right to enforce
the priority of the Liens securing the Priority Lien Obligations as provided in Section 2.01 hereof.


 


SECTION
2.03.         No New Liens. The parties hereto agree that, so long as
the Discharge of Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its
subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Second
Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith
grants, a Lien on such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect
such Liens or (b) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Priority
Lien Obligations, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith
grants, a Lien on such asset of a Grantor or any of its Subsidiaries to secure the Second Lien Obligations, and has taken all actions
required to perfect such Liens, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions
of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available
to the Priority Lien Agent or the other Priority Lien Secured Parties, the Second Lien Collateral Trustee agrees, for itself and
on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party
pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 3.05(b).


 




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SECTION
2.04.         Similar Collateral and Agreements.
The parties hereto acknowledge and agree that it is their intention that the Priority Lien Collateral and the Second Lien Collateral
be identical. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon
any reasonable request by the Priority Lien Agent or the Second Lien Collateral Trustee, the specific assets included in the Priority
Lien Collateral and the Second Lien Collateral, the steps taken to perfect the Priority Liens and the Second Liens thereon and
the identity of the respective parties obligated under the Priority Lien Documents and the Second Lien Documents in respect of
the Priority Lien Obligations and the Second Lien Obligations, respectively, (b) that, except as may be agreed by the Priority
Lien Agent concurrent with the execution of this Agreement with respect to Second Lien Documents or otherwise from time to time
by the Priority Lien Agent, the Second Lien Security Documents creating Liens on the Collateral shall be in all material respects
the same forms of documents as the respective Priority Lien Security Documents creating Liens on the Collateral other than (i)
with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Second
Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and (iii) provisions
in the Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Collateral Trustee
and/or the Trustee, and (c) that at no time shall there be any Grantor that is an obligor in respect of the Second Lien Obligations
that is not also an obligor in respect of the Priority Lien Obligations.


 


SECTION
2.05.         No Duties of Priority Lien
Agent. The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, acknowledges and agrees
that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duties or other obligations to such
Second Lien Secured Party with respect to any Collateral, other than to transfer to the Second Lien Collateral Trustee any remaining
Collateral and any proceeds of the sale or other Disposition of any such Collateral remaining in its possession following the associated
Discharge of Priority Lien Obligations, in each case without representation or warranty on the part of the Priority Lien Agent
or any Priority Lien Secured Party. In furtherance of the foregoing, each Second Lien Secured Party acknowledges and agrees that
until the Discharge of Priority Lien Obligations (subject to the terms of Section 3.02, including the rights of the Second Lien
Secured Parties following expiration of the Standstill Period), the Priority Lien Agent shall be entitled, for the benefit of the
Priority Lien Secured Parties, to sell, transfer or otherwise Dispose of or deal with such Collateral, as provided herein and in
the Priority Lien Documents, without regard to any Second Lien or any rights to which the Second Lien Collateral Trustee or any
Second Lien Secured Party would otherwise be entitled as a result of such Second Lien. Without limiting the foregoing, each Second
Lien Secured Party agrees that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duty or
obligation first to marshal or realize upon any type of Collateral, or to sell, Dispose of or otherwise liquidate all or any portion
of such Collateral, in any manner that would maximize the return to the Second Lien Secured Parties, notwithstanding that the order
and timing of any such realization, sale, Disposition or liquidation may affect the amount of proceeds actually received by the
Second Lien Secured Parties from such realization, sale, Disposition or liquidation. Following the Discharge of Priority Lien Obligations,
the Second Lien Collateral Trustee and the other Second Lien Secured Parties may, subject to any other agreements binding on the
Second Lien Collateral Trustee or such other Second Lien Secured Parties, assert their rights under the New York UCC or otherwise
to any proceeds remaining following a sale, Disposition or other liquidation of Collateral by, or on behalf of the Second Lien
Secured Parties. Each of the Second Lien Secured Parties waives any claim such Second Lien Secured Party may now or hereafter have
against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any actions which the Priority Lien Agent
or the Priority Lien Secured Parties take or omit to take (including actions with respect to the creation, perfection or continuation
of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize
upon, any of the Collateral, and actions with respect to the collection of any claim for all or any part of the Priority Lien Obligations
from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the
valuation, use, protection or release of any security for the Priority Lien Obligations.


 




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Article
III

ENFORCEMENT RIGHTS; PURCHASE OPTION


 


SECTION
3.01.         Limitation on Enforcement Action. The Second Lien Collateral
Trustee, for itself and on behalf of each Second Lien Secured Party, hereby agrees that, subject to Section 3.02, 3.05(b) and 4.07,
neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall commence any judicial or nonjudicial foreclosure
proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its
interest in or realize upon, or take any other action available to it in respect of, any Collateral under any Second Lien Security
Document, applicable law or otherwise until the Discharge of Priority Lien Obligations (including but not limited to any right
of setoff), it being agreed that only the Priority Lien Agent, acting in accordance with the applicable Priority Lien Documents,
shall have the exclusive right, prior to the Discharge of Priority Lien Obligations (and whether or not any Insolvency or Liquidation
Proceeding has been commenced), to take any such actions or exercise any such remedies, in each case, without any consultation
with or the consent of the Second Lien Collateral Trustee or any other Second Lien Secured Party. In exercising rights and remedies
with respect to the Collateral, the Priority Lien Agent and the other Priority Lien Secured Parties may enforce the provisions
of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in
their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral
upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured
creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. Without limiting the generality of
the foregoing, until the Discharge of Priority Lien Obligations, the Priority Lien Agent will have the exclusive right to deal
with that portion of the Collateral consisting of deposit accounts and securities accounts (collectively “Accounts”),
including exercising rights under control agreements with respect to such Accounts. The Second Lien Collateral Trustee, for itself
and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction
contained in any Second Lien Security Document or any other Second Lien Document shall be deemed to restrict in any way the rights
and remedies of the Priority Lien Agent or the other Priority Lien Secured Parties with respect to the Collateral as set forth
in this Agreement (other than Section 3.02 below). Notwithstanding the foregoing, subject to Section 3.05, the Second Lien Collateral
Trustee may, but will have no obligation to, on behalf of the Second Lien Secured Parties, take all such actions (not adverse to
the Priority Liens or the rights of the Priority Lien Agent and the Priority Lien Secured Parties) it deems necessary to perfect
or continue the perfection of the Second Liens in the Collateral or to create, preserve or protect (but not enforce) the Second
Liens in the Collateral.


 




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SECTION
3.02.         Standstill Period; Permitted Enforcement Action. Notwithstanding
the foregoing Section 3.01, both before and during an Insolvency or Liquidation Proceeding, after a period of 180 days has elapsed
(which period will be tolled during any period in which the Priority Lien Agent is not entitled, on behalf of the Priority Lien
Secured Parties, to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction
issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding)
since the date on which the Second Lien Collateral Trustee has delivered to the Priority Lien Agent written notice of the acceleration
of the Second Lien Debt (the “Standstill Period”), the Second
Lien Collateral Trustee and the other Second Lien Secured Parties may enforce or exercise any rights or remedies with respect to
any Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Second
Lien Documents to the contrary, in no event may the Second Lien Collateral Trustee or any other Second Lien Secured Party enforce
or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing,
or petition for or vote in favor of any resolution for, any such action or proceeding, if the Priority Lien Agent on behalf of
the Priority Lien Secured Parties or any other Priority Lien Secured Party shall have commenced, and shall be diligently pursuing
(or shall have sought or requested relief from, or modification of, the automatic stay or any other stay in any Insolvency or Liquidation
Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect
to all or any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to
the Second Lien Representatives by the Second Lien Collateral Trustee); provided, further, that, at any time after the expiration
of the Standstill Period, if neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have commenced and
be diligently pursuing the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral
or any such action or proceeding, and the Second Lien Collateral Trustee shall have commenced the enforcement or exercise of any
rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, then for so long as
the Second Lien Collateral Trustee is diligently pursuing such rights or remedies, neither any Priority Lien Secured Party nor
the Priority Lien Agent shall take any action of a similar nature (other than a joinder in connection with such action or proceeding
as may reasonably be considered necessary to preserve the rights of the Priority Lien Secured Parties therein) with respect to
such Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution
for, any such action or proceeding.


 




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SECTION
3.03.         Insurance. Unless and until the Discharge of Priority
Lien Obligations has occurred (subject to the terms of Section 3.02, including the rights of the Second Lien Secured Parties following
expiration of the Standstill Period), the Priority Lien Agent shall have the sole and exclusive right, subject to the rights of
the Grantors under the Priority Lien Documents, to adjust and settle claims in respect of Collateral under any insurance policy
in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in
lieu of condemnation) affecting the Collateral. Unless and until the Discharge of Priority Lien Obligations has occurred, and subject
to the rights of the Grantors under the Priority Lien Documents, all proceeds of any such policy and any such award (or any payments
with respect to a deed in lieu of condemnation) in respect to the Collateral shall be paid to the Priority Lien Agent pursuant
to the terms of the Priority Lien Documents (including for purposes of cash collateralization of commitments, letters of credit
and Derivative Obligations that are secured by Priority Liens) and, after the Discharge of Priority Lien Obligations has occurred,
to the Second Lien Collateral Trustee to the extent required under the Second Lien Documents and then, to the extent no Second
Lien Obligations are outstanding, to the owner of the subject property, to such other Person as may be entitled thereto or as a
court of competent jurisdiction may otherwise direct. If the Second Lien Collateral Trustee or any Second Lien Secured Party
shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of the foregoing,
it shall pay such proceeds over to the Priority Lien Agent. In addition, if by virtue of being named as an additional insured or
loss payee of any insurance policy of any Grantor covering any of the Collateral, the Second Lien Collateral Trustee or any other
Second Lien Secured Party shall have the right to adjust or settle any claim under any such insurance policy, then unless and until
the Discharge of Priority Lien Obligations has occurred, the Second Lien Collateral Trustee and any such Second Lien Secured Party
shall follow the instructions of the Priority Lien Agent, or of the Grantors under the Priority Lien Documents to the extent the
Priority Lien Documents grant such Grantors the right to adjust or settle such claims, with respect to such adjustment or settlement
(subject to the terms of Section 3.02, including the rights of the Second Lien Secured Parties following expiration of the Standstill
Period).


 


SECTION
3.04.         Notification of Release of Collateral. Each of the Priority
Lien Agent and the Second Lien Collateral Trustee shall give the other prompt written notice of the Disposition by it of, and Release
by it of the Lien on, any Collateral. Such notice shall describe in reasonable detail the subject Collateral, the parties involved
in such Disposition or Release, the place, time manner and method thereof, and the consideration, if any, received therefor; provided,
however, that the failure to give any such notice shall not in and of itself in any way impair the effectiveness of any such
Disposition or Release; provided, further, in the event of a Release, no such notice shall be required to the extent any
such Release occurs automatically and without any further action by the First Priority Agent or Second Lien Collateral Trustee,
as applicable, in accordance with the terms of the applicable Secured Debt Documents.


 




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SECTION
3.05.         No Interference; Payment Over.


 


(a)          No
Interference. The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien
Secured Party, agrees that each Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect
of which is, or could be, to make any Second Lien pari passu with, or to give such Second Lien Secured Party any
preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof (other than with respect
to any Excess Priority Lien Obligations or any part thereof), (ii) will not challenge or question in any proceeding the validity
or enforceability of any Priority Lien Obligations or Priority Lien Document, or the validity, attachment, perfection or priority
of any Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this
Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder
or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral
by any Priority Lien Secured Party or the Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the
Priority Lien Agent or any other Priority Lien Secured Party to exercise any right, remedy or power with respect to any Collateral
or (B) consent to the exercise by the Priority Lien Agent or any other Priority Lien Secured Party of any right, remedy or power
with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any
claim against the Priority Lien Agent or other Priority Lien Secured Party seeking damages from or other relief by way of specific
performance, instructions or otherwise with respect to, and neither the Priority Lien Agent nor any other Priority Lien Secured
Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent or other Priority Lien Secured Party
with respect to any Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Collateral or any part
thereof marshalled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly,
whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not
object to forbearance by the Priority Lien Agent or any Priority Lien Secured Party, and (ix) will not assert, and hereby waives,
to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling,
appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar
rights a junior secured creditor may have under applicable law.


 


(b)          Payment
Over. The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that
if it shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant
to any Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency
or Liquidation Proceeding or through any other exercise of remedies, at any time prior to the Discharge of Priority Lien Obligations,
then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured
Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent reasonably promptly after
obtaining written notice from the Priority Lien Secured Parties that it has possession of such Collateral or proceeds or payments
in respect thereof. Furthermore, the Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written
notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment and if directed by the Priority Lien Agent
within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or
payment to the Priority Lien Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction
may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral
Trustee or any other Second Lien Secured Party. The Second Lien Collateral Trustee, for itself and on behalf of each other Second
Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any
Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority
Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien
Collateral and shall promptly turn any such Collateral then held by it over to the Priority Lien Agent, and the provisions set
forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Priority Lien Obligations.
All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set
forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any
proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or
receipt thereof by the Second Lien Collateral Trustee or any other Second Lien Secured Party is otherwise permitted by the Priority
Lien Documents.


 




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SECTION
3.06.         Purchase Option.


 


(a)          Notwithstanding
anything in this Agreement to the contrary, on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding,
(ii) the acceleration of the Priority Lien Obligations, or (iii) the acceleration of the Second Lien Obligations, the holders of
the Second Lien Obligations and each of their respective designated Affiliates (the “Purchasers”)
will have the right, at their sole option and election (but will not be obligated), at any time upon prior written notice to the
Priority Lien Agent, to purchase from the Priority Lien Secured Parties all (but not less than all) Priority Lien Obligations (including
unfunded commitments) that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority
Lien Agent will deliver to the Purchaser Representative a statement of the amount of the Priority Lien Obligations then outstanding
and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to Section 3.06(b)(ii) below.
The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days after the receipt by the Purchaser
Representative of such notice from the Priority Lien Agent, the Purchaser Representative delivers to the Priority Lien Agent an
irrevocable commitment of the Purchasers to purchase all (but not less than all) of the Priority Lien Obligations (including unfunded
commitments) and to otherwise complete such purchase on the terms set forth under this Section 3.06.


 


(b)          On
the date specified by the Purchaser Representative (on behalf of the Purchasers) in such irrevocable commitment (which shall not
be less than five Business Days nor more than 20 Business Days, after the receipt by the Priority Lien Agent of such irrevocable
commitment), the Priority Lien Secured Parties shall sell to the Purchasers all (but not less than all) Priority Lien Credit Obligations
(including unfunded commitments) that are outstanding on the date of such sale, subject to any required approval of any Governmental
Authority then in effect, if any, and only if on the date of such sale, the Priority Lien Agent receives the following:


 


(i)          payment,
as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of all Priority
Lien Obligations (other than outstanding letters of credit) then outstanding (including principal, interest, fees, reasonable attorneys’
fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been
made at or prior to such time); provided that in the case of Derivative Obligations that are secured by Priority Liens the
Purchasers shall cause the applicable Derivative Contract to be assigned and novated or, if such Derivative Contract have been
terminated, such purchase price shall include an amount equal to the sum of any unpaid amounts then due in respect of such Derivative
Contract, calculated using the market quotation method and after giving effect to any netting arrangements;


 




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(ii)         a
cash collateral deposit or back-to-back letter of credit from an issuing bank reasonably acceptable to the Priority Lien Agent
(which such cash collateralization or back-to-back letters of credit shall be in such amount as the Priority Lien Agent determines
is reasonably necessary to secure the payment of any outstanding letters of credit constituting Priority Lien Obligations that
may become due and payable after such sale (but not in any event in an amount greater than one hundred four percent (104%) of the
amount then reasonably estimated by the Priority Lien Agent to be the aggregate outstanding amount of such letters of credit at
such time), which cash collateral or back-to-back letter of credit shall be (A) held by the Priority Lien Agent as security solely
to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred
in connection with such letters of credit and (B) returned to the Purchaser Representative (except as may otherwise be required
by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from
time to time of all payment contingencies affecting such letters of credit; and


 


(iii)        any
agreements, documents or instruments which the Priority Lien Agent may reasonably request pursuant to which the Purchaser Representative
and the Purchasers in such sale expressly assume and adopt all of the obligations of the Priority Lien Agent and the Priority Lien
Secured Parties under the Priority Lien Documents on and after the date of the purchase and sale and the Purchaser Representative
(or any other representative appointed by the Purchaser(s) holding a majority in aggregate principal amount of the Second Lien
Obligations held by Purchasers then outstanding) becomes a successor agent thereunder.


 


(c)          Such
purchase of the Priority Lien Obligations shall be made on a pro rata basis among the holders of Second Lien Obligations (and their
respective designated Affiliates) giving notice by the time required by the Second Lien Collateral Agent to the Priority Lien Agent
and Second Lien Collateral Agent of their interest to exercise the purchase option hereunder according to each such holder’s
portion of the Second Lien Obligations outstanding on the date of purchase (any holder of Second Lien Obligations giving such notice,
an “Accepting Holder” and any holder of Second Lien Obligations not giving such notice, a “Declining
Second Lien Holder”); provided, however, Accepting Holders shall have the right to purchase any amounts
not purchased by the Declining Second Lien Holders in such amounts and in such proportions as the Second Lien Collateral Agent
(at the written direction of holders of at least 50.1% of the outstanding principal amount of the Second Lien Debt) shall select.
Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Priority
Lien Agent as the Priority Lien Agent may designate in writing to the Purchaser Representative for such purpose. Interest shall
be calculated to but excluding the Business Day on which such sale occurs if the amounts so paid by the Purchaser Representative
and holders of the Second Lien Obligations to the bank account designated by the Priority Lien Agent are received in such bank
account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such Business Day if the amounts
so paid by the Purchaser Representative and holders of the Second Lien Obligations to the bank account designated by the Priority
Lien Agent are received in such bank account later than 12:00 noon, New York City time.


 




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(d)          Such
sale shall be expressly made without representation or warranty of any kind by the Priority Lien Secured Parties as to the Priority
Lien Obligations, the Collateral or otherwise and without recourse to any Priority Lien Secured Party, except that the Priority
Lien Secured Parties shall represent and warrant severally as to the Priority Lien Obligations then owing to it: (i) that such
applicable Priority Lien Secured Party own such Priority Lien Obligations; and (ii) that such applicable Priority Lien Secured
Party has the necessary corporate or other governing authority to assign such interests.


 


(e)          After
such sale becomes effective, the outstanding letters of credit, will remain enforceable against the issuers thereof and will remain
secured by the Priority Liens upon the Collateral in accordance with the applicable provisions of the Priority Lien Documents as
in effect immediately prior to the exercise of the purchase option under this Section 3.06, and the issuers of letters of credit
will remain entitled to the benefit of the Priority Liens upon the Collateral and sharing rights in the proceeds thereof in accordance
with the provisions of the Priority Lien Documents as in effect immediately prior to the exercise of the purchase option under
this Section 3.06, as fully as if the sale of the Priority Lien Obligations had not been made, but only the Person or successor
agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise enforce the Priority
Liens and only the Purchasers in the sale will have the right to direct such Person or successor as to matters relating to the
foreclosure or other enforcement of the Priority Liens.


 


Article
IV

OTHER AGREEMENTS


 


SECTION
4.01.         Release of Liens; Automatic Release of Second Liens; Supplemental
Liens.


 


(a)          The
Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that, in the event the
Priority Lien Secured Parties release their Lien on any Collateral, the Second Lien on such Collateral shall terminate and be released
automatically and without further action if (i) such release is effected in connection with the Priority Lien Agent’s foreclosure
upon, or other exercise of rights or remedies with respect to, such Collateral (including by way of a Disposition of all of the
Capital Stock of the relevant Grantor owning such Collateral), (ii) such release is permitted under Section 4.10 of the Indenture
(or any similar provision of any other Second Lien Documents) or (iii) such release is being made in connection with the expiration
of the rights of the respective Grantor under an oil and/or gas lease in the ordinary course of business; provided that,
in the case of each of clauses (i)-(iii) above, the Second Liens on such Collateral shall remain in place (and shall remain subject
and subordinate to all Priority Liens securing Priority Lien Obligations in accordance with this Agreement) with respect to any
proceeds of a sale, transfer or other Disposition of Collateral not paid to the Priority Lien Secured Parties or that remain after
the Discharge of Priority Lien Obligations. Notwithstanding the foregoing, in the event of release of Priority Liens by the Priority
Lien Secured Parties on all or substantially all of the Collateral (other than when such release occurs in connection with the
Priority Lien Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral),
no release of the Second Lien on such Collateral shall be made unless (A) consent to the release of such Second Liens has been
given by the requisite percentage or number of the Second Lien Secured Parties at the time outstanding as provided for in the applicable
Second Lien Documents and (B) the Parent Company has delivered an Officers’ Certificate to the Priority Lien Agent and the
Second Lien Collateral Trustee certifying that all such consents have been obtained.


 




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(b)          The
Second Lien Collateral Trustee agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and
other instruments as shall reasonably be requested by the Priority Lien Agent to evidence and confirm any release of Collateral
provided for in this Section 4.01.


 


(c)          If
at any time the Second Lien Collateral Trustee, or holders of at least 50.1% of the principal amount of Second Lien Debt outstanding,
shall determine that additional Collateral is required to be delivered under the Second Lien Documents to secure the obligations
owing to the Second Lien Secured Parties, the Second Lien Collateral Trustee or such holders may inform the Priority Lien Agent
of such determination and request that the Priority Lien Agent negotiate and obtain such additional Collateral for the benefit
of the Secured Parties in accordance with this Agreement; provided, that if the Priority Lien Agent shall not have obtained
such additional Collateral within 60 days following receipt of such request, or prior to expiry of such 60-day period shall have
informed the Second Lien Collateral Trustee or such holders (as the case may be) that it has elected to not pursue obtaining such
additional Collateral, the Second Lien Collateral Trustee or such holders may take actions directly to acquire such Collateral
for the benefit of the Secured Parties in accordance with this Agreement.


 


SECTION
4.02.         Certain Agreements With Respect to Insolvency or Liquidation
Proceedings.


 


(a)          This
Agreement shall continue in full force and effect, notwithstanding the commencement of any Insolvency or Liquidation Proceeding
by or against any Borrower or any subsidiary of the Parent Company.


 




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(b)          If
the Parent Company or any of its subsidiaries shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)-in-possession,
move for approval of financing (“DIP Financing”) to be provided
by one or more lenders (the “DIP Lenders”) under Section 364 of
the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, the Second Lien Collateral Trustee,
for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Second Lien Secured Party will
raise any objection, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or hereafter
have, to any such financing or to the Liens on the Collateral securing the same (“DIP
Financing Liens”), or to any use of cash collateral that constitutes Collateral or to any grant of administrative
expense priority under Section 364 of the Bankruptcy Code, unless (i) the Priority Lien Agent or the Priority Lien Secured Parties
oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral, (ii) such DIP Financing Liens
are neither senior to, nor rank pari passu with, the Priority Liens upon any property of the estate in such Insolvency or
Liquidation Proceeding or (iii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum
of (x) the amount of Priority Lien Obligations refinanced with the proceeds thereof and (y) the greater of (A) $150,000,000 and
(B) 15% of the amount of the Priority Lien Principal Obligations outstanding at the time of such Insolvency or Liquidation Proceeding.
To the extent such DIP Financing Liens are senior to, or rank pari passu with, the Priority Liens, the Second Lien Collateral
Trustee will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Liens on the Collateral
to the Priority Liens and to such DIP Financing Liens, so long as the Second Lien Collateral Trustee, on behalf of the Second Lien
Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency
or Liquidation Proceeding, with the same priority as existed prior to the commencement of the case under the Bankruptcy Code.


 


(c)          Without
the consent of the Priority Lien Agent, the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured
Party, agrees not to propose, support or enter into any DIP Financing, if the effect of such DIP Financing would be that the Second
Lien Obligations would no longer be subordinated to the Priority Lien Obligations in the manner set forth in this Agreement, or
the Second Lien Secured Parties would recover any payments they are not otherwise entitled to under this Agreement, including by
way of adequate protection.


 


(d)          The
Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that it will not object to,
oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition of
any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code
if the Priority Lien Secured Parties shall have consented to such sale or Disposition of such Collateral and all Priority Liens
and Second Liens will attach to the proceeds of the sale in the same respective priorities as set forth in this Agreement.


 


(e)          The
Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, waives any claim that may be
had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (granted in
a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code.


 


(f)          The
Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second
Lien Collateral Trustee nor any other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding
any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object
to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority
Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or
any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority
Lien Secured Parties claiming a lack of adequate protection, except that the Second Lien Secured Parties may:


 




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(i)          freely
seek and obtain relief granting a Second Lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01)
to, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties;


 


(ii)         freely
seek and obtain relief granting a superpriority claim co-extensive in all respects with (but junior to) any such claims granted
in the Insolvency or Liquidation Proceeding to or for the benefit of the Priority Lien Secured Parties and relating to the Collateral,
provided, that any payments or proceeds in respect of such superpriority claim shall be considered proceeds of Collateral
for purposes of Section 3.05(b); and


 


(iii)        freely
seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction
whatsoever, at any time after the Discharge of Priority Lien Obligations.


 


(g)          The
Second Lien Collateral Trustee, for itself and on behalf of each of the other of the Second Lien Secured Parties, waives any claim
the Second Lien Collateral Trustee or any such other Second Lien Secured Party may now or hereafter have against the Priority Lien
Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent
or any Priority Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)
of the Bankruptcy Code.


 


(h)          The
Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency
or Liquidation Proceeding, neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall support or
vote for any plan of reorganization or disclosure statement of the Parent Company or any other Grantor unless (i) such plan is
accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides
for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the
effective date of such plan of reorganization, or (ii) such plan provides on account of the Priority Lien Secured Parties for the
retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing
the Priority Lien Obligations, and on all proceeds thereof, and such plan also provides that any Liens retained by, or granted
to, the Second Lien Collateral Trustee are only on property securing the Priority Lien Obligations and shall have the same relative
priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral,
and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature,
on account of the Priority Lien Obligations or the Second Lien Obligations, such plan provides that any such deferred cash payments
or other distributions in respect of the Second Lien Obligations shall be delivered to the Priority Lien Agent and distributed
in accordance with the priorities provided in this Agreement. Except as provided herein, the Second Lien Secured Parties shall
remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding.


 




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(i)          The
Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that until the
Discharge of Priority Lien Obligations has occurred, neither Second Lien Collateral Trustee nor any Second Lien Secured Party shall
seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy
Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written
consent of the Priority Lien Agent.


 


(j)          The
Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither Second Lien
Collateral Trustee nor any other Second Lien Secured Party shall oppose or seek to challenge any claim by the Priority Lien Agent
or any other Priority Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Priority Lien
Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Priority Liens (it being understood
that such value will be determined without regard to the existence of the Second Liens on the Collateral). Neither Priority Lien
Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Trustee
or any other Second Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations
consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens on the Collateral; provided
that if the Priority Lien Agent or any other Priority Lien Secured Party shall have made any such claim, such claim (i) shall have
been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Collateral Trustee
or any Second Lien Secured Party.


 


(k)          So
long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Agent,
neither Second Lien Collateral Trustee nor any other Second Lien Secured Party shall (or shall join with or support any third party
in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor,
(i) oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the
value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment
to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code.


 


(l)          Notwithstanding
anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien
encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Trustee for itself and on behalf
of each other Second Lien Secured Party, agrees that, any distribution or recovery they may receive with respect to, or allocable
to, the value of the assets constituting Collateral subject to an enforceable Lien in favor of the Second Lien Secured Parties
or any proceeds thereof shall (for so long as the Discharge of Priority Lien Obligations has not occurred) be segregated and held
in trust and forthwith paid over to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties in the same form
as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Trustee that
it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery)
but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Until the Discharge of Priority
Lien Obligations occurs, the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party,
hereby appoints the Priority Lien Agent, and any officer or agent of the Priority Lien Agent, with full power of substitution,
the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(1)
and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the
purposes of this Section 4.02(1), which appointment is irrevocable and coupled with an interest.


 




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SECTION
4.03.         Reinstatement. If any Priority Lien Secured Party is required
in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of any Grantor any amount
(a “Recovery”) for any reason whatsoever, then the Priority Lien
Obligations shall be reinstated to the extent of such Recovery and the Priority Lien Secured Parties shall be entitled to a reinstatement
of Priority Lien Obligations with respect to all such recovered amounts. The Second Lien Collateral Trustee, for itself and on
behalf of each other Second Lien Secured Party, agrees that if, at any time, it receives notice of any Recovery, the Second Lien
Collateral Trustee or such other Second Lien Secured Party shall promptly pay over to the Priority Lien Agent any payment received
by it and then in its possession or under its control in respect of any Collateral subject to any Priority Lien securing such Priority
Lien Obligations and shall promptly turn any Collateral subject to any such Priority Lien then held by it over to the Priority
Lien Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the
Discharge of Priority Lien Obligations. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall
be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of the parties hereto from such date of reinstatement. Any amounts received by the Second Lien Collateral
Trustee or any other Second Lien Secured Party and then in its possession or under its control on account of the Second Lien Obligations
after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 4.03,
be held in trust for and paid over to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties for application
to the reinstated Priority Lien Obligations until the discharge thereof. This Section 4.03 shall survive termination of this Agreement.


 


SECTION
4.04.         Amendments, Refinancings and Additional Debt.


 


(a)          The
Priority Credit Agreement may be amended, modified, supplemented or Replaced by any Priority Substitute Facility without notice
to, or the consent of, any Secured Party, all without affecting the Lien priorities provided for herein or the other provisions
hereof, subject to compliance with the Interest Rate Priority Cap and such of the other Credit Facility Criteria as may then be
applicable (excluding, by way of example
and without limitation, any requirement to evaluate whether then-outstanding Priority Lien Principal Obligations are in accordance
with the Priority Lien Cap as then in effect, which shall not be required except and to the extent so provided in Section 4.04(b)
below) as of the date of such amendment, modification, supplement or Replacement; provided, however, that as between
the Second Lien Secured Parties and the Grantors, this Section 4.04(a) shall not be deemed consent by any Second Lien Secured Party
to the incurrence by any Grantor of obligations or indebtedness that are not permitted under the applicable Second Lien Documents.


 




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(b)          The
outstanding Priority Lien Obligations and the Second Lien Obligations may be increased in accordance with the respective terms
of the Priority Lien Documents and the Second Lien Documents, or Replaced by any Priority Substitute Facility or Second Lien Substitute
Facility in accordance with the respective terms of the respective Priority Lien Documents and the Second Lien Documents under
which such increase is being made or which is being Replaced, without notice to, or the consent of any Secured Party, all without
affecting the Lien priorities provided for herein or the other provisions hereof; provided, that:


 


(i) in the case only
of a Replacement of the Priority Credit Agreement, any Priority Substitute Facility, the Indenture or any Second Lien Substitute
Facility, the Second Lien Collateral Trustee and the Priority Lien Agent shall receive on or prior to the first incurrence of Secured
Debt under such Replacement Priority Substitute Facility or Second Lien Substitute Facility (y) an Officers’ Certificate
from the Parent Company stating that (A) such incurrence is permitted by each applicable Secured Debt Document then outstanding,
or to the extent a consent is otherwise required to permit the Replacement under any Secured Debt Document the Grantors have obtained
the requisite consent, and (B) the requirements of Section 4.06 have been satisfied, and (z) a Lien Sharing and Priority Confirmation
Joinder from the holders or lenders of any indebtedness that Replaces the Priority Lien Obligations or the Second Lien Obligations
(or an authorized agent, trustee or other representative on their behalf),


 


(ii) in the case
of an increase in the aggregate outstanding Priority Lien Principal Obligations (whether or not arising from a Replacement), such
aggregate outstanding amount (after giving effect to such increase), shall not exceed clause (a) of the Priority Lien Cap as of
such date of incurrence, and


 


(iii) in the case
only of a Priority Substitute Facility or Second Lien Substitute Facility (whether additional to or as a Replacement of any theretofore-outstanding
Secured Obligations), on or before the date of the first incurrence of Secured Debt thereunder, such Priority Substitute Facility
or Second Lien Substitute Facility is designated by the Parent Company, in an Officers’ Certificate delivered to the Priority
Lien Agent and the Second Lien Collateral Trustee, as “Priority Lien Obligations” or “Second Lien Obligations”,
as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series of Secured Debt
may be designated as both Priority Lien Obligations and Second Lien Obligations.


 


(c)          Each
of the then-existing Priority Lien Agent and the Second Lien Collateral Trustee shall be authorized to execute and deliver such
documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other
representative may reasonably request to give effect to such Replacement, it being understood that the Priority Lien Agent and
the Second Lien Collateral Trustee, without the consent of any other Secured Party, may amend, supplement, modify or restate this
Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement, all at
the expense of the Grantors. Upon the consummation of such Replacement and the execution and delivery of the documents and agreements
contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other
representative thereof shall be entitled to the benefits of this Agreement.


 




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(d)          The
Parent Company will be permitted to designate as an additional holder of Second Lien Obligations hereunder each Person who is,
or who becomes, the registered holder of Second Lien Debt incurred by either or both such Issuers and/or Borrower after the date
of this Agreement in accordance with the terms of all applicable Secured Debt Documents. The Parent Company may effect such designation
by delivering to the Second Lien Collateral Trustee and the Priority Lien Agent, each of the following:


 


(i)          an
Officers’ Certificate stating that either or both such Issuers and/or Borrower intends to incur Additional Second Lien Obligations
which will be Second Lien Debt permitted by each applicable Secured Debt Document to be incurred and secured by a Second Lien equally
and ratably with all previously existing and future Second Lien Debt; and


 


(ii)         an
authorized agent, trustee or other representative on behalf of the holders or lenders of any Additional Second Lien Obligations
must be designated as an additional holder of Secured Obligations hereunder and must, prior to such designation, sign and deliver
on behalf of the holders or lenders of such Additional Second Lien Obligations a Lien Sharing and Priority Confirmation Joinder,
and, to the extent necessary or appropriate to facilitate such transaction, a new intercreditor agreement substantially similar
to this Agreement, as in effect on the date hereof.


 


(e)          Notwithstanding
the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional indebtedness unless otherwise
permitted by the terms of each applicable Secured Debt Document. Promptly following the recordation or filing thereof, the Parent
Company shall deliver to the Second Lien Collateral Trustee and the Priority Lien Agent copies of all relevant filings and recordations
deemed necessary by the Parent Company and the holder of such Additional Second Lien Obligations, or its Secured Debt Representative,
to ensure that the Additional Second Lien Obligations are secured by the Collateral in accordance with the Second Lien Security
Documents.


 


SECTION
4.05.         Amendments. Without the
prior written consent of the Priority Lien Agent, no Second Lien Document may be amended, supplemented, restated or otherwise modified
and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or
the terms of any new Second Lien Document, would contravene the provisions of this Agreement. Without the prior written consent
of the Second Lien Collateral Trustee, no Priority Lien Document may be amended, supplemented, restated or otherwise modified and/or
refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms
of any new Priority Lien Document, would contravene the provisions of this Agreement.


 




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SECTION
4.06.         Legends. The Second Lien Collateral Trustee acknowledges
with respect to (a) the Indenture and the Indenture Second Lien Security Documents, and (b) the Additional Second Lien Debt Facility
and the Additional Second Lien Security Documents, that the Indenture, the Additional Second Lien Debt Facility (if any) and the
Second Lien Documents (other than control agreements to which both the Priority Lien Agent and the Second Lien Collateral Trustee
are parties) and each associated Security Document (other than control agreements to which both the Priority Lien Agent and the
Second Lien Collateral Trustee are parties) granting any security interest in the Collateral will contain the appropriate legend
set forth on Annex I.


 


SECTION
4.07.         Second Lien Secured Parties Rights as Unsecured Creditors;
Judgment Lien Creditor. Both before and during an Insolvency or Liquidation Proceeding, any of the Second Lien Secured Parties
may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without
limitation, the commencement of an Insolvency or Liquidation Proceeding against any Grantor in accordance with applicable law;
provided, that the Second Lien Secured Parties may not take any of the actions prohibited by Section 3.05(a) or Section
4.02; provided, further, that in the event that any of the Second Lien Secured Parties becomes a judgment lien creditor
in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien
Obligations, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the
Priority Lien Obligations) as the Second Liens are subject to this Agreement.


 


SECTION
4.08.         Postponement of Subrogation. The Second Lien Collateral
Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that no payment or distribution to any Priority
Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party to exercise any rights
of subrogation in respect thereof until the Discharge of Priority Lien Obligations shall have occurred. Following the Discharge
of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will
execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer
by subrogation to any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such
Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements)
incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof.


 




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Article
V

Gratuitous Bailment for Perfection of Certain Security Interests


 


SECTION
5.01.         General. The Priority Lien Agent agrees that if it shall
at any time hold a Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of
any Account in which such Collateral is held, and if such Collateral or any such Account is in fact in the possession or under
the control of the Priority Lien Agent, the Priority Lien Agent will serve as gratuitous bailee for the Second Lien Collateral
Trustee for the sole purpose of perfecting the Second Lien of the Second Lien Collateral Trustee on such Collateral. It is agreed
that the obligations of the Priority Lien Agent and the rights of the Second Lien Collateral Trustee and the other Second Lien
Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article II.
Notwithstanding anything to the contrary herein, the Priority Lien Agent will be deemed to make no representation as to the adequacy
of the steps taken by it to perfect the Second Lien on any such Collateral and shall have no responsibility, duty, obligation or
liability to the Second Lien Collateral Trustee or other Second Lien Secured Party or any other Person for such perfection or failure
to perfect, it being understood that the sole purpose of this Article is to enable the Second Lien Secured Parties to obtain a
perfected Second Lien in such Collateral to the extent, if any, that such perfection results from the possession or control of
such Collateral or any such account by the Priority Lien Agent. The Priority Lien Agent acting pursuant to this Section 5.01 shall
not have by reason of the Priority Lien Security Documents, the Second Lien Security Documents, this Agreement or any other document
or theory, a fiduciary relationship in respect of any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second
Lien Secured Party. Subject to Section 4.03, from and after the Discharge of Priority Lien Obligations, the Priority Lien Agent
shall take all such actions in its power as shall reasonably be requested by the Second Lien Collateral Trustee (at the sole cost
and expense of the Grantors) to transfer possession or control of such Collateral or any such account (in each case to the extent
the Second Lien Collateral Trustee has a Lien on such Collateral or account after giving effect to any prior or concurrent releases
of Liens) to the Second Lien Collateral Trustee for the benefit of all Second Lien Secured Parties.


 


SECTION
5.02.         Accounts. To the
extent that any Account is at any time under the control of the Priority Lien Agent (within the meaning of the term “control”
as relates to Accounts under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York) as part of
the Collateral, the Priority Lien Agent will act as gratuitous bailee for the Second Lien Collateral Trustee for the purpose of
perfecting the Liens of the Second Lien Secured Parties in such Accounts and the financial assets therein as provided in Section
3.01 (but will have no duty, responsibility or obligation to the Second Lien Secured Parties (including, without limitation, any
duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of
such perfection) except as set forth in the last sentence of this Section). Unless the Second Liens on such Collateral shall have
been or concurrently are released, after the occurrence of Discharge of Priority Lien Obligations, the Priority Lien Agent shall,
at the request of the Second Lien Collateral Trustee, cooperate with the Grantors and the Second Lien Collateral Trustee (at the
expense of the Grantors) in permitting control of any Accounts to be transferred to the Second Lien Collateral Trustee (or for
other arrangements with respect to such Accounts satisfactory to the Second Lien Collateral Trustee to be made).


 


Article
VI

Application of Payments; Determination of Amounts


 


SECTION
6.01.         Application of Payments. All payments received by the
Priority Lien Agent or the other Priority Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to
such part of the Priority Lien Obligations as the Priority Lien Secured Parties, in their sole discretion, deem appropriate, subject
to the terms of the Priority Lien Documents.


 




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SECTION
6.02.         Determination of Amounts. Whenever a Secured Debt Representative
shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine
the existence or amount of any Priority Lien Obligations (or the existence of any commitment to extend credit that would constitute
Priority Lien Obligations) or Second Lien Obligations, or the existence of any Lien securing any such obligations, or the Collateral
subject to any such Lien, it may request that such information be furnished to it in writing by the other Secured Debt Representative
and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if
a Secured Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Secured
Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith
judgment, determine, including by reliance upon a certificate of the Parent Company. Each Secured Debt Representative may rely
conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of
the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Parent
Company or any of its subsidiaries, any Secured Party or any other Person as a result of such determination.


 


Article
VII

No Reliance; No Liability; Obligations Absolute; Consent of Grantors; Etc.


 


SECTION
7.01.         No Reliance; Information. The Priority Lien Secured Parties
and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or to any Priority Lien Secured
Party, respectively, any information relating to the Parent Company or any of the other Grantors, or any other circumstance bearing
upon the risk of nonpayment of any of the Priority Lien Obligations or the Second Priority Obligations, as the case may be, that
is known or becomes known to any of them or any of their Affiliates. In the event any Priority Lien Secured Party or any Second
Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively,
any Second Lien Secured Party or any Priority Lien Secured Party, it shall be under no obligation (i) to make, and shall not make
or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness,
truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information
on any subsequent occasion or (iii) to undertake any investigation.


 


SECTION
7.02.         No Warranties or Liability. The Priority Lien Agent, for
itself and on behalf of the other Priority Lien Secured Parties, acknowledges and agrees that, except for the representations and
warranties set forth in Article VIII, neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party has made
any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability
or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens
thereon. The Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and
agrees that, except for the representations and warranties set forth in Article VIII, neither the Priority Lien Agent nor any other
Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution,
validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any
Collateral or the perfection or priority of any Liens thereon.


 




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(a)          The
Second Lien Collateral Trustee and the other Second Lien Secured Parties shall have no express or implied duty to the Priority
Lien Agent or any other Priority Lien Secured Party, and the Priority Lien Agent and the other Priority Lien Secured Parties shall
have no express or implied duty to the Second Lien Collateral Trustee or any other Second Lien Secured Party, to act or refrain
from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default under any
Priority Lien Document and any Second Lien Document (other than, in each case, this Agreement), regardless of any knowledge thereof
which they may have or be charged with.


 


(b)          The
Second Lien Collateral Trustee, for itself and on behalf each other Second Lien Secured Party, hereby waives any claim that may
be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any actions which the Priority Lien
Agent or such Priority Lien Secured Party takes or omits to take (including actions with respect to the creation, perfection or
continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure
to realize upon, any Collateral, and actions with respect to the collection of any claim for all or only part of the Priority Lien
Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents
or the valuation, use, protection or release of any security for such Priority Lien Obligations in accordance with this Agreement
and the Priority Lien Documents.


 


SECTION
7.03.         Obligations Absolute. The Lien priorities provided for
herein and the respective rights, interests, agreements and obligations hereunder of the Priority Lien Agent and the other Priority
Lien Secured Parties and the Second Lien Collateral Trustee and the other Second Lien Secured Parties shall remain in full force
and effect irrespective of:


 


(a)          any
lack of validity or enforceability of any Secured Debt Document;


 


(b)          any
change in the time, place or manner of payment of, or in any other term of (including the Replacing of), all or any portion of
the Priority Lien Obligations, it being specifically acknowledged that a portion of the Priority Lien Obligations consists or may
consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to
time may be increased or reduced and subsequently reborrowed;


 


(c)          any
amendment, waiver or other modification, whether by course of conduct or otherwise, of any Secured Debt Document;


 


(d)          the
securing of any Priority Lien Obligations or Second Lien Obligations with any additional collateral or guarantees, or any exchange,
release, voiding, avoidance or non perfection of any security interest in any Collateral or any other collateral or any release
of any guarantee securing any Priority Lien Obligations or Second Lien Obligations;


 


(e)          the
commencement of any Insolvency or Liquidation Proceeding in respect of the Parent Company or any other Grantor; or


 


(f)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, the Parent Company or any other
Grantor in respect of the Priority Lien Obligations or this Agreement, or any of the Second Lien Secured Parties in respect of
this Agreement.


 




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SECTION
7.04.         Grantors Consent. Each Grantor hereby consents to the
provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Grantors
under the Secured Debt Documents will in no way be diminished or otherwise affected by such provisions or arrangements (except
as expressly provided herein).


 


Article
VIII

Representations and Warranties


 


SECTION
8.01.         Representations and Warranties of Each Party. Each party
hereto represents and warrants to the other parties hereto as follows:


 


(a)          Such
party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all
requisite power and authority to enter into and perform its obligations under this Agreement.


 


(b)          This
Agreement has been duly executed and delivered by such party.


 


(c)          The
execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration
or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to
have a Material Adverse Effect, (ii) will not violate any applicable law or regulation or any order of any Governmental Authority
or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse
Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.


 


SECTION
8.02.         Representations and Warranties of Each Representative.
Each of the Second Lien Collateral Trustee and the Priority Lien Agent represents and warrants to the other parties hereto that
it is authorized under the Second Lien Documents and the Priority Credit Agreement, as the case may be, to enter into this Agreement.


 


Article
IX

Miscellaneous


 


SECTION
9.01.         Notices. All notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail
or sent by telecopy, as follows:


 


(a)          if
to the Original Priority Lien Agent, to it at 1525 W. WT Harris Blvd., Charlotte, NC 28262, Attn: Manager, Agency Department, Telephone:
(704) 590-2760, Facsimile: (704) 590-2790; with a copy to 1000 Louisiana Street, 9th Floor, MAC T5002-031, Houston, Texas 77002,
Attn: Energy Division, Telephone: (713) 319-1350, Facsimile: (713) 739-1087;


 


(b)          if
to the Original Second Lien Collateral Trustee, to it at: 950 17th Street – 12th Floor, Denver, CO
80202, Attention: Corporate Trust, Facsimile: (303) 585-6865, with a copy (which shall not constitute notice) to Richard Aftanas,
Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022 (Fax: 212-446-4900) and John Pitts, Kirkland & Ellis LLP,
600 Travis Street, Suite 3300, Houston, TX 77002 (Fax: 713-835-3601);


 




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(c)          if
to the Parent Company, to it at: 515 S. Flower Street, Suite 4800, Los Angeles, California 90071, Attn: Chief Financial Officer,
Telephone: (213) 225-5900, Facsimile: (213) 225-5916;


 


(d)          if
to any other Grantor, to it in care of the Parent Company as provided in clause (c) above; and


 


(e)          and
if to any other Secured Debt Representative, to such address as specified in the Lien Sharing and Priority Confirmation Joinder.


 


Any party hereto may change its address or
facsimile number for notices and other communications hereunder by notice to the other parties hereto (and for this purpose a notice
to the Parent Company shall be deemed to be a notice to each Grantor). All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business
Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent
or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction
from such party given in accordance with this Section 9.01. As agreed to in writing among the Parent Company, the Second Lien Collateral
Trustee and the Priority Lien Agent from time to time, notices and other communications may also be delivered by e-mail to the
e-mail address of a representative of the applicable Person provided from time to time by such Person.


 


SECTION
9.02.         Waivers; Amendment.


 


(a)          No
failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies
of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any
other or further notice or demand in similar or other circumstances.


 




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(b)          Neither
this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by each Secured Debt Representative and the Grantors; provided, however, that this Agreement may
be amended from time to time (x) at the sole written request and expense of the Parent Company, as provided in Section 4.04 with
respect to a Lien Sharing and Priority Confirmation Joinder and the designation of “Priority Lien Obligations” and
“Second Lien Debt”, (y) at the sole written request and expense of the Parent Company, and without the consent of any
Second Lien Representative, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized
agent thereof or trustee therefor) holding such Indebtedness to this Agreement and to establish that the Liens on any Collateral
securing such Indebtedness shall rank equally with the Liens on such Collateral securing the obligations under the Priority Credit
Agreement or any Priority Substitute Facility, in each case, as long as such Priority Lien Obligation is permitted to be incurred
under Section 4.04(a) and (b) hereof and under each applicable Secured Debt Document (provided that the Parent Company shall
deliver to the Second Lien Collateral Trustee an Officers’ Certificate stating that such Indebtedness is permitted by each
applicable Priority Lien Document and Second Lien Document and that with respect to any amendments or modifications to this Agreement
pursuant to this clause (y), such amendments or modifications do not adversely affect the rights or obligations under this Agreement
of any of the Second Lien Collateral Trustee or the Second Lien Secured Parties) and (z) at the sole written request and expense
of the Grantors, and without the consent of either Secured Debt Representative, to add, pursuant to an Intercreditor Agreement
Joinder, additional Grantors whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and
delivered this Agreement as of the date hereof. Any amendment of this Agreement that is proposed to be effected without the consent
of a Secured Debt Representative as permitted by the proviso to the preceding sentence shall be submitted to such Secured Debt
Representative for its review at least 5 Business Days prior to the proposed effectiveness of such amendment. The Second Lien Collateral
Trustee shall not be “bound” by any amendment, modification, or waiver of this Agreement that adversely affects its
or any other Second Lien Secured Party’s obligations, rights and protections without its written consent.


 


SECTION
9.03.         Actions Upon Breach; Specific Performance.


 


(a)          If
any Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the
Collateral, such Grantor, with the prior written consent of the Secured Debt Representative (or any Secured Party represented by
such Secured Debt Representative) against whose rights such action or proceeding shall have been taken (the “Aggrieved
Secured Party”), may interpose as a defense or dilatory plea the making of this Agreement, and any such Aggrieved
Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.





(b)          Should
any Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral
(including any attempt to realize upon or enforce any remedy with respect to this Agreement), or take any other action in violation
of this Agreement or fail to take any action required by this Agreement, the Aggrieved Secured Party (in its own name or in the
name of the relevant Grantor) or the relevant Grantor (with the prior written consent of the Aggrieved Secured Party) (i) may obtain
relief against such Secured Party’s action by injunction, specific performance and/or other appropriate equitable relief,
it being understood and agreed by each Secured Party Representative (on behalf of the respective Secured Parties) that (x) the
Aggrieved Secured Parties’ damages from such actions may at that time be difficult to ascertain and may be irreparable, and
(y) each Secured Party waives any defense that the Grantors and/or the Aggrieved Secured Parties cannot demonstrate damage and/or
be made whole by the awarding of damages, and (ii) shall be entitled to damages, as well as reimbursement for all reasonable and
documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement.


 




    	40



    	 



    

  


SECTION
9.04.         Parties in Interest. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties,
all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.


 


SECTION
9.05.         Survival of Agreement.
All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.


 


SECTION
9.06.         Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of
an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.


 


SECTION
9.07.         Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof;
and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION
9.08.         Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)          THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


(b)          Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action 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.
The foregoing shall not affect any right that any party may otherwise have to bring any action or proceeding relating to enforcement
of the Collateral in the courts of any jurisdiction where the Collateral may be located.


 


(c)          Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 




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(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


SECTION
9.09.         WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT 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 AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION
9.10.         Headings. Article, Section and Annex headings used herein
are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.


 


SECTION
9.11.         Conflicts. Subject to Section 9.12, in the event of any
conflict or inconsistency between the provisions of this Agreement and the provisions of any Secured Debt Documents, the provisions
of this Agreement shall control.


 


SECTION
9.12.         Provisions Solely to Define Relative Rights. The provisions
of this Agreement are and are intended solely for the purpose of defining the relative rights of the Priority Lien Secured Parties,
on the one hand, and the Second Lien Secured Parties, on the other hand. None of the Issuers, Borrower, any other Grantor or any
other creditor thereof shall have any rights (including any rights to assert a conflict or inconsistency referenced in Section
9.11) or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement
is intended to or will amend, waive or otherwise modify the provisions of the Priority Credit Agreement or the Indenture), and
except as expressly provided in this Agreement no Grantor may rely on the terms hereof. Nothing in this Agreement is intended to
or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the Obligations under the Secured
Debt Documents as and when the same shall become due and payable in accordance with their terms. Notwithstanding anything to the
contrary herein or in any Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this
Agreement, any Priority Lien Document or any Second Lien Document with respect to any Collateral in any manner that would cause
a default under any Priority Lien Document or any Priority Lien Document.


 




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SECTION
9.13.         Certain Terms Concerning the
Second Lien Collateral Trustee. The Second Lien Collateral Trustee is executing and delivering this Agreement solely
in its capacity as such and pursuant to direction set forth in the Second Lien Documents; and in so doing, the Second Lien Collateral
Trustee shall not be responsible for the terms or sufficiency of this Agreement for any purpose. The Second Lien Collateral Trustee
shall have no duties or obligations under or pursuant to this Agreement other than such duties and obligations as may be expressly
set forth in this Agreement as duties and obligations on its part to be performed or observed. In entering into this Agreement,
or in taking (or forbearing from) any action under or pursuant to the Agreement, the Second Lien Collateral Trustee shall have
and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Indenture (including
without limitation Sections 7.01, 7.02 and 7.07 thereof), and the Second Lien Documents.


 


SECTION
9.14.         Certain Terms Concerning Priority Lien Agent and Second Lien
Collateral Trustee. Neither the Priority Lien Agent nor the Second Lien Collateral Trustee shall have any liability or responsibility
for the actions or omissions of any other Secured Party, or for any other Secured Party’s compliance with (or failure to
comply with) the terms of this Agreement. Neither the Priority Lien Agent nor the Second Lien Collateral Trustee shall have individual
liability to any Person if it shall mistakenly pay over or distribute to any Secured Party (or the Grantors) any amounts in violation
of the terms of this Agreement, so long as the Priority Lien Agent or the Second Lien Collateral Trustee, as the case may be, is
acting in good faith. Each party hereto hereby acknowledges and agrees that each of the Priority Lien Agent and the Second Lien
Collateral Trustee is entering into this Agreement solely in its capacity under the Priority Lien Documents and the Second Lien
Documents, respectively, and not in its individual capacity. The Priority Lien Agent shall not be deemed to owe any fiduciary duty
to the Second Lien Collateral Trustee or any other Second Lien Representative or any other Second Lien Secured Party, and the Second
Lien Collateral Trustee shall not be deemed to owe any fiduciary duty to the Priority Lien Agent or any other Priority Lien Secured
Party.


 


SECTION
9.15.         Authorization of Secured Agents. By accepting the benefits
of this Agreement and the other Priority Lien Security Documents, each Priority Lien Secured Party authorizes the Priority Lien
Agent to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith. By accepting
the benefits of this Agreement and the other Second Lien Security Documents, each Second Lien Secured Party authorizes the Second
Lien Collateral Trustee to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith.


 


SECTION
9.16.         Further Assurances.


 


(a)          Each
of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Party, and the Second Lien Collateral Trustee,
for itself and on behalf of the other Second Lien Secured Parties, and each Grantor party hereto, for itself and on behalf of its
subsidiaries, agrees that it will execute, or will cause to be executed, any and all further documents, agreements and instruments,
and take all such further actions, as may be required under any applicable law, or which the Priority Lien Agent or the Second
Lien Collateral Trustee may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities
provided for herein.


 




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(b)          Without
in any way altering, minimizing or otherwise failing to give the fullest effect under applicable law to the waivers and limitations
of rights, and disclaimers and limitations of obligations or duties, herein provided (however characterized), the parties agree
that, except as may otherwise be expressly provided herein, if and to the extent that any Secured Party shall owe any duty or obligation
to any other Secured Party hereunder the provisions of this Agreement are not intended to excuse such Secured Party from its gross
negligence or wilful misconduct in the performance of such duty or obligation.


 


SECTION
9.17.         Relationship of Secured Parties.
Nothing set forth herein shall create or evidence a joint venture, partnership or an agency or fiduciary relationship among the
Secured Parties. None of the Secured Parties nor any of their respective directors, officers, agents or employees shall be responsible
to any other Secured Party or to any other Person for any Grantor’s solvency, financial condition or ability to repay the
Priority Lien Obligations or the Second Lien Obligations, or for statements of any Grantor, oral or written, or for the validity,
sufficiency or enforceability of the Priority Lien Documents or the Second Lien Documents, or any security interests granted by
any Grantor to any Secured Party in connection therewith. Each Secured Party has entered into its respective financing agreements
with the Grantors based upon its own independent investigation, and neither the Priority Lien Agent nor Second Lien Collateral
Trustee makes any warranty or representation to the other Secured Debt Representative or the Secured Parties for which it acts
as agent nor does it rely upon any representation of the other agent or the Secured Parties for which it acts as agent with respect
to matters identified or referred to in this Agreement.


 


[Remainder of this page intentionally left blank]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above
written.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Priority Lien Agent
	 	 
	 	By 	/S/ Michael Real
	 	Name: Michael Real
	 	Title: Director


 


Signature Page to the Intercreditor Agreement


 




    	 



    	 



    

  


	 	U.S. BANK, NATIONAL ASSOCIATION,
	 	as Second Lien Collateral Trustee
	 	 
	 	By 	/S/ Kathleen Connnelly
	 	Name: Kathleen Connelly
	 	Title: Vice President


 


Signature Page to the Intercreditor Agreement


 




    	 



    	 



    

 


	 	Grantors:
	 	 
	 	BREITBURN OPERATING LP
	 	 
	 	By: BREITBURN OPERATING GP LLC, its general partner
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and Chief Financial Officer
	 	 
	 	BREITBURN ENERGY PARTNERS LP
	 	 
	 	By: BREITBURN OPERATING GP LLC, its general partner
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and Chief Financial Officer
	 	 
	 	BREITBURN GP LLC
	 	BREITBURN OPERATING GP LLC
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and Chief Financial Officer
	 	 
	 	BREITBURN MANAGEMENT COMPANY LLC
	 	 
	 	By: BREITBURN ENERGY PARTNERS LP, its sole member
	 	By: BREITBURN OPERATING GP LLC, its general partner
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and Chief Financial Officer


 


Signature Page to the Intercreditor Agreement


 




    	 



    	 



    

  


	 	BREITBURN FLORIDA LLC
	 	BREITBURN OKLAHOMA LLC
	 	BREITBURN SAWTELLE LLC (formerly Breitburn Fulton LLC)
	 	BREITBURN TRANSPETCO GP LLC
	 	BREITBURN TRANSPETCO LP LLC
	 	 
	 	By: BREITBURN OPERATING LP, its sole member
	 	By: BREITBURN OPERATING GP LLC, its general partner
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson 
	 	Title: Executive Vice President and Chief Financial Officer 
	 	 
	 	TRANSPETCO PIPELINE COMPANY, L.P.
	 	 
	 	By: BREITBURN TRANSPETCO GP LLC, its general partner
	 	By: BREITBURN OPERATING LP, its sole member
	 	By: BREITBURN OPERATING GP LLC, its general partner
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson 
	 	Title: Executive Vice President and Chief Financial Officer 
	 	 
	 	By: BREITBURN OPERATING LP, its general partner
	 	By: BREITBURN OPERATING GP LLC, its general partner
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson 
	 	Title: Executive Vice President and Chief Financial Officer 


 


Signature Page to the Intercreditor Agreement


 




    	 



    	 



    

 


	 	BREITBURN FINANCE CORPORATION
	 	BEAVER CREEK PIPELINE, L.L.C.
	 	ALAMITOS COMPANY
	 	PHOENIX PRODUCTION COMPANY
	 	GTG PIPELINE LLC
	 	MERCURY MICHIGAN COMPANY, LLC
	 	TERRA ENERGY COMPANY LLC
	 	TERRA PIPELINE COMPANY LLC
	 	 
	 	By 	/S/ James G. Jackson  
	 	Name: James G. Jackson 
	 	Title: Chief Financial Officer 
	 	 
	 	QR ENERGY, LP 
	 	By: QRE GP, LLC, its general partner 
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson 
	 	Title: Chief Financial Officer 
	 	 
	 	QRE GP, LLC
	 	By: BREITBURN GP LLC, its manager 
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson 
	 	Title: Chief Financial Officer 
	 	 
	 	 
	 	QRE OPERATING, LLC
	 	By: QR ENERGY, LP, its sole member 
	 	By: QRE GP, LLC, its general partner 
	 	 
	 	By 	/S/ James G. Jackson
	 	Name: James G. Jackson 
	 	Title: Chief Financial Officer 




 


Signature Page to the Intercreditor Agreement


 




    	 



    	 



    

  


ANNEX I

Provision for the Indenture, the Additional Second Lien Debt Facility

and the Second Lien Documents


 


Reference is made to the Intercreditor Agreement,
dated as of April 8, 2015, among Wells Fargo Bank, National Association as agent for the Priority Lien Secured Parties referred
to therein; U.S. Bank National Association, as Second Lien Collateral Trustee (as defined therein); Breitburn Energy Partners LP,
Breitburn Finance Corporation, Breitburn Operating LP, and the other subsidiaries of Breitburn Energy Partners LP, named therein
from time to time (the “Intercreditor Agreement”). Each holder of the [Indenture Notes][notes issued under the
Additional Second Lien Debt Facility], by its acceptance of [the Indenture Notes][the notes issued under the Additional Second
Lien Debt Facility] (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it
will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs
the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party (as defined therein) to enter into the Intercreditor
Agreement as Second Lien Collateral Trustee on behalf of such Second Lien Secured Parties. The foregoing provisions are intended
as an inducement to the lenders under the Priority Credit Agreement to extend credit to the Borrowers and such lenders are intended
third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.


 


Provision for the Indenture, Second Lien
Security Documents, and the Additional Second Lien Security Documents that Grant a Security Interest in Collateral


 


Reference is made to the Intercreditor Agreement,
dated as of April 8, 2015, among Wells Fargo Bank, National Association as agent for the Priority Lien Secured Parties referred
to therein; U.S. Bank National Association, as Second Lien Collateral Trustee (as defined therein); Breitburn Energy Partners LP,
Breitburn Finance Corporation, Breitburn Operating LP, and the other subsidiaries of Breitburn Energy Partners LP, named therein
from time to time (the “Intercreditor Agreement”). Each Person that is secured hereunder, by accepting the benefits
of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor
Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of
the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Second Lien Collateral Trustee on behalf of such
Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a
copy of the Intercreditor Agreement was delivered, or made available, to such Person.


 


Notwithstanding any other provision contained
herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject
in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.


 


Annex I to the Intercreditor Agreement


 




    	 



    	 



    

  


EXHIBIT A

to Intercreditor Agreement


 


[FORM OF]

INTERCREDITOR AGREEMENT JOINDER


 


The undersigned, _________________, a _______________,
hereby agrees to become party as a [Grantor] under the Intercreditor Agreement dated as of April 8, 2015 (the “Intercreditor
Agreement”) among Breitburn Energy Partners LP, Breitburn Finance Corporation, Breitburn Operating LP, and the other
Grantors from time to time party thereto, Wells Fargo Bank, National Association as agent under the Priority Credit Agreement (as
defined therein) and U.S. Bank National Association, as collateral trustee under the Indenture (as defined therein), for all purposes
thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned
had executed and delivered the Intercreditor Agreement as of the date thereof.


 


The provisions of Article 9 of the Intercreditor
Agreement will apply with like effect to this Joinder.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Intercreditor Agreement Joinder to be executed by their respective officers or representatives as of ______________,
20____.


 


[_____________________]


 


	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


Exhibit A to the Intercreditor Agreement


 




    	 



    	 



    

  


EXHIBIT B

to Intercreditor Agreement


 


[FORM OF]

LIEN SHARING AND PRIORITY CONFIRMATION JOINDER


 


Reference is made to the Intercreditor Agreement,
dated as of April 8, 2015 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time,
the “Intercreditor Agreement”) among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent for the priority
Lien Secured Parties (as defined therein), U.S. Bank National Association, as Collateral
Trustee for the Second Lien Secured Parties (as defined therein), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership
(“Parent Company”), BREITBURN FINANCE CORPORATION, a Delaware corporation and a wholly owned subsidiary
of the Parent Company (“Finance Corp” and together with the Parent Company, the “Issuers”),
and BREITBURN OPERATING LP, a Delaware limited partnership and a wholly owned subsidiary of the Parent Company (the “Borrower”)
and the other direct and indirect subsidiaries of the Parent Company party hereto from time to time.


 


Capitalized terms used but not otherwise defined
herein shall have the meaning set forth in the Intercreditor Agreement. This Lien Sharing and Priority Confirmation Joinder is
being executed and delivered pursuant to Section 4.04 of the Intercreditor Agreement as a condition precedent to the debt for which
the undersigned is acting as representative being entitled to the rights and obligations of being Additional Second Lien Obligations
under the Intercreditor Agreement.


 


1.          Joinder.
The undersigned, [_______________], a [_______________], (the “New Representative”) as [trustee] [collateral
trustee] [administrative agent] [collateral agent] under that certain [described applicable indenture, credit agreement or other
document governing the Additional Second Lien Obligations] hereby:


 


(a)          represents
that the New Representative has been authorized to become a party to the Intercreditor Agreement on behalf of the [Priority Lien
Secured Parties under a Priority Substitute Facility][Indenture Second Lien Secured Parties under the Second Lien Substitute Facility][Additional
Second Lien Secured Parties under the Additional Second Lien Debt Facility] as [a Priority Lien Agent under a Priority Substitute
Facility] [a Second Lien Collateral Trustee under a Second Lien Substitute Facility] [a Secured Debt Representative] under the
Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor
Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and


 


(b)          agrees
that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows:


 


Exhibit B to the Intercreditor
Agreement


 




    	 



    	 



    

  


[Address];


 


2.          Lien
Sharing and Priority Confirmation.


 


[Option A: to be used
if Additional Debt constitutes Priority Debt] The undersigned New Representative, on behalf of itself and each Priority
Lien Secured Party for which the undersigned is acting as [Administrative Agent] hereby agrees, for the benefit of all Secured
Parties and each future Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the
Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions
relating to the ranking of Priority Liens. [or]


 


[Option B: to be used
if Additional Debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself
and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes Second Lien Substitute Facility]
for which the undersigned is acting as [Secured Debt Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit
of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the
Intercreditor Agreement, that:


 


(a)          all
Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrowers or
any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise
constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien
Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and
ratably;


 


(b) the New Representative
and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Secured
Debt Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking
of Priority Liens and Second Liens and the order of application of proceeds from enforcement of Priority Liens and Second Liens;
and


 


(c)          the
New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting
as [Secured Debt Representative] appoints the Second Lien Collateral Trustee and consents to the terms of the Intercreditor
Agreement and the performance by the Second Lien Collateral Trustee of, and directs the Second Lien Collateral Trustee to perform,
its obligations under the Intercreditor Agreement and the Second Lien Collateral Trust Agreement, together with all such powers
as are reasonably incidental thereto.


 


3.          Governing
Law and Miscellaneous Provisions. The provisions of Article 7 of the Intercreditor Agreement will apply with like effect to
this Lien Sharing and Priority Confirmation Joinder.


 


Exhibit B to the Intercreditor Agreement


 




    	 



    	 



    

 


 


IN WITNESS WHEREOF, the parties hereto have
caused this Lien Sharing and Priority Confirmation Joinder to be executed by their respective officers or representatives as of
[______________, 20____].


 


	 	[insert name of New Representative]
	 	 
	 	By:  	 
	 	Name:	 
	 	Title:	 


 


The Second Lien Collateral Trustee hereby acknowledges
receipt of this Lien Sharing and Priority Confirmation Joinder and agrees to act as Second Lien Collateral Trustee for the New
Representative and the holders of the Obligations represented thereby:


 


	 	,
	 	as Second Lien Collateral Trustee
	 	 
	 	By:  	 
	 	Name:	 
	 	Title:	 


 


The Priority Lien Agent hereby acknowledges
receipt of this Lien Sharing and Priority Confirmation Joinder and agrees to act as Priority Lien Agent for the New Representative
and the holders of the Obligations represented thereby:


 


	 	,
	 	as Priority Lien Agent
	 	 
	 	By:  	 
	 	Name:
	 	Title:


 


Exhibit B to the Intercreditor Agreement


 




    	 



    	 



    

  


EXHIBIT C

to Intercreditor Agreement


 


SECURITY DOCUMENTS


 


PART A.


 


List of Priority Lien Security Documents


 


		1.	Amended and Restated Security Agreement dated as of November
19, 2014, by and among the Borrower, the Parent Company and the other Debtors (as defined therein) and the Priority Lien Agent
and all related financing statements filed in connection therewith.



 


		2.	Omnibus Acknowledgement of Pledge dated as of November
19, 2014, executed by each Company (as defined therein) and the Priority Lien Agent.



 


		3.	Amended and Restated Acknowledgment of Pledge dated as
of November 19, 2014, executed by Transpetco Pipeline Company, L.P., Breitburn Transpetco GP LLC, Breitburn Transpetco LP LLC
and Borrower and the Priority Lien Agent.



 


		4.	Stock Certificates and executed stock powers:



 


		(a)	Irrevocable Stock Power and Stock Certificate for Phoenix
Production Company (Certificate No. 6 for 2,500 Units).



 


		(b)	Irrevocable Stock Power and Stock Certificate for Alamitos
Company (Certificate No. 11 for 1,110 Units).



 


		(c)	Irrevocable Membership Interest Power and Certificate Evidencing
Common Units Representing Limited Liability Company Interests for QRE Operating, LLC (Certificate No. 1 for 1000 Units).



 


Mortgage
Instruments


 


Each mortgage set forth below, and all supplements,
assignments, amendments and restatements thereto (or any agreement in substitution therefor):


 


		1.	Deed of Trust, Mortgage, Assignment of Production, Fixture
Filing, Security Agreement and Financing Statement from QRE Operating, LLC to Wells Fargo Bank, National Association, as Priority
Lien Agent, and filed in Escambia County, Alabama, including all fixture filing financing statements filed in connected therewith.



 


		2.	Mortgage, Fixture Filing, As-Extracted Collateral Filing,
Security Agreement, Financing Statement, and Assignment of Production from QRE Operating, LLC to Wells Fargo Bank, National Association,
as Priority Lien Agent, and filed in Columbia and Lafayette Counties, Arkansas.



 


		3.	Mortgage, Security Agreement, Financing Statement and Assignment
of Production from QRE Operating, LLC to Wells Fargo Bank, National Association, as Priority Lien Agent, and filed in Escambia
and Santa Rosa Counties, Florida.



 


Exhibit C to the Intercreditor Agreement


 




    	 



    	 



    

  


		4.	Act of Mortgage, Fixture Filing, Security Agreement, Financing
Statement and Assignment of Production from QRE Operating, LLC to Wells Fargo Bank, National Association, as Priority Lien Agent,
and filed in Caddo, Claiborne, and Webster Counties, Louisiana, including all fixture filing financing statements filed in connected
therewith.



 


		5.	Security Conveyance from QRE Operating, LLC to Wells Fargo
Bank, National Association, as Priority Lien Agent, and filed in Lapeer County, Michigan.



 


		6.	Mortgage, with Power of Sale, Fixture Filing, As-Extracted
Collateral Filing, Security Agreement, Financing Statement, and Assignment of Production (Oil and Gas) from QRE Operating, LLC
to Wells Fargo Bank, National Association, as Priority Lien Agent, and filed in Beaver, Beckham, Blaine, Caddo, Canadian, Carter,
Custer, Dewey, Ellis, Garfield, Garvin, Grady, Harper, Haskell, Kingfisher, Major, Murray, Pittsburg, Roger Mills, Woods, and
Woodward Counties, Oklahoma.



 


		7.	Mortgage, with Power of Sale, Fixture Filing, Security
Agreement, and Financing Statement (Surface Interests) from QRE Operating, LLC to Wells Fargo Bank, National Association, as Priority
Lien Agent, and filed in Caddo, Canadian, Ellis, Garfield, Grady, Major, Murray, Pittsburg, Roger Mills and Woods Counties, Oklahoma.



 


		8.	Deed of Trust, Mortgage, Assignment of Production, Security
Agreement and Financing Statement from QRE Operating, LLC to Wells Fargo Bank, National Association, as Priority Lien Agent, and
filed in Anderson, Andrews, Cass, Cherokee, Cochran, Coke, Crane, Ector, Freestone, Gaines, Glasscock, Gregg, Hansford, Harris,
Harrison, Henderson, Howard, Hutchinson, Irion, Leon, Lipscomb, Live Oak, Marion, McMullen, Midland, Mitchell, Nolan, Ochiltree,
Panola, Pecos, Reeves, Rusk, Schleicher, Smith, Sterling, Terrell, Terry, Upshur, Upton, Van Zandt, Ward, Wheeler, Winkler and
Yoakum Counties, Texas.



 


		9.	Deed of Trust, Mortgage, Assignment of Production, Security
Agreement and Financing Statement from BreitBurn Operating L.P. to Wells Fargo Bank, National Association, as Priority Lien Agent,
and filed in Kern, Los Angeles and Orange Counties, California.



 


		10.	Mortgage, Security Agreement, Financing Statement and Assignment
of Production from BreitBurn Florida LLC to Wells Fargo Bank, National Association, as Priority Lien Agent, and filed in Collier,
Hendry and Lee Counties, Florida, including all fixture filing financing statements filed in connected therewith.



 


		11.	Mortgage, Indenture, Security Agreement, Fixture Filing,
As-Extracted Collateral Filing, Financing Statement and Assignment of Production from BreitBurn Operating L.P. to Wells Fargo
Bank, National Association, as Priority Lien Agent, and filed in Bartholomew, Clark, Crawford, Floyd, Greene, Harrison, Jackson,
Johnson, Lawrence, Morgan, Orange and Washington Counties, Indiana.



 


		12.	Mortgage, Indenture, Security Agreement, Fixture Filing,
As-Extracted Collateral Filing, Financing Statement and Assignment of Production from BreitBurn Operating L.P. to Wells Fargo
Bank, National Association, as Priority Lien Agent, and filed in Breckinridge, Grayson, Meade and Ohio Counties, Kentucky.



 


Exhibit C to the Intercreditor Agreement


 




    	 



    	 



    

  


		13.	Mortgage, Indenture, Security Agreement, Fixture Filing,
Financing Statement and Assignment of Production from BreitBurn Operating L.P. and Terra Energy Company, LLC to Wells Fargo Bank,
National Association, as Priority Lien Agent, and filed in Alcona, Alpena, Antrim, Bay, Benzie, Calhoun, Charlevoix, Cheboygan,
Clare, Crawford, Eaton, Grand Traverse, Ingham, Iosco, Kalkaska, Lake, Lenawee, Manistee, Mecosta, Midland, Montcalm, Montmorency,
Newaygo, Oakland, Oceana, Ogemaw, Osceola, Oscoda, Ostego, Presque Isle, and St. Clair Counties, Michigan.



 


		14.	Deed of Trust, Mortgage, Fixture Filing, Security Agreement
and Financing Statement from BreitBurn Operating L.P. to Wells Fargo Bank, National Association, as Priority Lien Agent, and filed
in Harding and Union Counties, New Mexico (Libby Ranch – surface).



 


		15.	Deed of Trust, Mortgage, Fixture Filing, Security Agreement
and Financing Statement from Transpetco Pipeline Company, L.P. to Wells Fargo Bank, National Association, as Priority Lien Agent,
and filed in Union County, New Mexico (Transpetco Surface).



 


		16.	Mortgage, With Power of Sale, Fixture Filing, As-Extracted
Collateral Filing, Security Agreement, Financing Statement and Assignment of Production from BreitBurn Operating L.P. to Wells
Fargo Bank, National Association, as Priority Lien Agent, and filed in Texas County, Oklahoma (Oil and Gas Properties).



 


		17.	Mortgage, with Power of Sale, Fixture Filing, Security
Agreement and Financing Statement from BreitBurn Operating L.P. to Wells Fargo Bank, National Association, as Priority Lien Agent,
and filed in Beaver and Texas Counties, Oklahoma (Surface Interests).



 


		18.	Mortgage, With Power of Sale, Fixture Filing, As-Extracted
Collateral Filing, Security Agreement, Financing Statement and Assignment of Production from BreitBurn Oklahoma LLC to Wells Fargo
Bank, National Association, as Priority Lien Agent, and filed in Texas County, Oklahoma (Oil and Gas Properties).



 


		19.	Mortgage, With Power of Sale, Fixture Filing, Security
Agreement and Financing Statement from Transpetco Pipeline Company, L.P. d/b/a BreitBurn Transpetco Pipeline Company LP to Wells
Fargo Bank, National Association, as Priority Lien Agent, and filed in Cimarron and Texas Counties, Oklahoma (Surface Interests).



 


		20.	Deed of Trust, Mortgage, Security Agreement and Financing
Statement from Transpetco Pipeline Company, L.P. to Wells Fargo Bank, National Association, as Priority Lien Agent, and filed
in Dallam County, Texas.



 


		21.	Deed of Trust, Mortgage, Assignment of Production, Security
Agreement and Financing Statement from BreitBurn Operating L.P. to Wells Fargo Bank, National Association, as Priority Lien Agent,
and filed in Dallam, Garza, Glasscock, Howard, Martin and Midland Counties, Texas.



 


		22.	Deed of Trust, Mortgage, Assignment of Production, Security
Agreement and Financing Statement from BreitBurn Operating L.P. to Wells Fargo Bank, National Association, as Priority Lien Agent,
and filed in Campbell, Carbon, Converse, Crook, Fremont, Hot Springs, Lincoln, Natrona, Niobrara, Park, Sublette, Sweetwater,
Uinta, and Washakie Counties, Wyoming.



 


Exhibit C to the Intercreditor Agreement


 




    	 



    	 



    

  


		23.	Deed of Trust, Mortgage, Security Agreement, Financing
Statement and Assignment of Production from Phoenix Production Company to Wells Fargo Bank, National Association, as Priority
Lien Agent, and filed in Fremont and Park Counties, Wyoming.



 


PART B.


 


List of Indenture Second Lien Security Documents


 


		1.	Security Agreement dated as of April 8, 2015, by and among
the Borrower, the Parent Company, Finance Corp and the other Debtors (as defined therein) and the Original Second Lien Collateral
Trustee and all related financing statements filed in connection therewith.



 


		2.	Stock Certificates and executed stock powers (held by the
Priority Lien Agent as bailee in accordance with this Agreement):



 


		(d)	Irrevocable Stock Power and Stock Certificate for Phoenix
Production Company (Certificate No. 6 for 2,500 Units).



 


		(e)	Irrevocable Stock Power and Stock Certificate for Alamitos
Company (Certificate No. 11 for 1,110 Units).



 


		(f)	Irrevocable Membership Interest Power and Certificate Evidencing
Common Units Representing Limited Liability Company Interests for QRE Operating, LLC (Certificate No. 1 for 1000 Units).



 


Exhibit C to the Intercreditor Agreement