Exhibit 10.3


 





 



 


INTERCREDITOR AGREEMENT


 


dated as of February 10, 2016 between


 


Citibank, N.A.,


as Priority Lien Agent,


 


and


 


U.S. Bank National Association,


as Second Lien Collateral Agent


 


And acknowledged and agreed to by


the Issuers and Grantors on the signature
pages hereto


 





 



 


THIS IS THE INTERCREDITOR AGREEMENT REFERRED
TO IN (A) THE INDENTURE DATED AS OF FEBRUARY 10, 2016, AMONG VANGUARD NATURAL RESOURCES, LLC, CERTAIN OF ITS SUBSIDIARIES
FROM TIME TO TIME PARTY THERETO, VNR FINANCE CORP. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, (B) THE THIRD AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 30, 2011 AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME
TO TIME, AMONG VANGUARD NATURAL GAS, LLC, THE LENDERS PARTY THERETO FROM TIME TO TIME AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT,
(C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE AND (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT
AGREEMENT.


 





 



 




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TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS
	 	 	 
	Section 1.01	Construction; Certain Defined Terms	1
	 	 	 
	ARTICLE II LIEN PRIORITIES
	 	 	 
	Section 2.01	Relative Priorities	15
	Section 2.02	Prohibition on Marshalling, Etc	16
	Section 2.03	No New Liens	16
	Section 2.04	Similar Collateral and Agreements	16
	Section 2.05	No Duties of Priority Lien Agent	17
	Section 2.06	No Duties of Second Lien Collateral Agent	17
	 	 	 
	ARTICLE III ENFORCEMENT RIGHTS; PURCHASE OPTION
	 	 	 
	Section 3.01	Limitation on Enforcement Action	18
	Section 3.02	Standstill Periods; Permitted Enforcement Action	18
	Section 3.03	Insurance	19
	Section 3.04	Notification of Release of Collateral	19
	Section 3.05	No Interference; Payment Over	19
	Section 3.06	Purchase Option	21
	 	 	 
	ARTICLE IV OTHER AGREEMENTS
	 	 	 
	Section 4.01	Release of Liens; Automatic Release of Second Liens	23
	Section 4.02	Certain Agreements With Respect to Insolvency or Liquidation Proceedings	24
	Section 4.03	Reinstatement	27
	Section 4.04	Refinancings; Additional Second Lien Debt	28
	Section 4.05	Amendments to Second Lien Documents	29
	Section 4.06	Legends	29
	Section 4.07	Second Lien Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor	29
	Section 4.08	Postponement of Subrogation	29
	Section 4.09	Acknowledgment by the Secured Debt Representatives	30
	 	 	 
	ARTICLE V GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS
	 	 	 
	Section 5.01	General	30
	Section 5.02	Deposit Accounts	30
	 	 	 
	ARTICLE VI APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS
	 	 	 
	Section 6.01	Application of Proceeds	31
	Section 6.02	Determination of Amounts	31


 




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	ARTICLE VII NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE; CONSENT OF GRANTORS; ETC.
	 	 	 
	Section 7.01	No Reliance; Information	31
	Section 7.02	No Warranties or Liability	32
	Section 7.03	Obligations Absolute	32
	Section 7.04	Grantors Consent	33
	 	 	 
	ARTICLE VIII REPRESENTATIONS AND WARRANTIES
	 	 	 
	Section 8.01	Representations and Warranties of Each Party	33
	Section 8.02	Representations and Warranties of Each Representative	33
	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	 
	Section 9.01	Notices	33
	Section 9.02	Waivers; Amendment	35
	Section 9.03	Actions Upon Breach; Specific Performance	35
	Section 9.04	Parties in Interest	35
	Section 9.05	Survival of Agreement	35
	Section 9.06	Counterparts	35
	Section 9.07	Severability	36
	Section 9.08	Governing Law; Jurisdiction; Consent to Service of Process	36
	Section 9.09	WAIVER OF JURY TRIAL	36
	Section 9.10	Headings	36
	Section 9.11	Conflicts	37
	Section 9.12	Provisions Solely to Define Relative Rights	37
	Section 9.13	Certain Terms Concerning the Second Lien Collateral Agent	37
	Section 9.14	Certain Terms Concerning the Priority Lien Agent and the Second Lien Collateral Agent	37
	Section 9.15	Authorization of Secured Agents	38
	Section 9.16	Further Assurances	38
	Section 9.17	Relationship of Secured Parties	38


 


Annex and Exhibits


 


	Annex I	 
	 	 
	Exhibit A	Form of Priority Confirmation Joinder
	Exhibit B	Security Documents


 




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INTERCREDITOR AGREEMENT,
dated as of February 10, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof,
this “Agreement”), between Citibank, N.A., as administrative agent for the Priority Lien Secured Parties referred
to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Priority Lien
Agent”) and U.S. Bank National Association, as collateral trustee 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 Agent”),
and acknowledged and agreed to by the Issuers (defined below) and Grantors (defined below) on the signature pages hereto.


 


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


 


From time to time following
the date hereof, VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (together with its successors and
assigns, “Holdings”), VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company (together with
its successors and assigns, “Vanguard”), and VNR FINANCE CORP., a Delaware corporation (“Finance
Corp”, and together with Holdings and Vanguard, the “Issuers”) may incur Additional Notes and Additional
Second Lien Obligations (each defined below) to the extent permitted by the Secured Debt Documents (as defined below); in connection
with the Second Lien Indenture and any Additional Notes or Additional Second Lien Obligations, the Issuers and certain Grantors
(defined below), the Second Lien Trustee (defined below) and the Second Lien Collateral Agent (defined below) have entered into
the Second Lien Collateral Trust Agreement (defined below).


 


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) and the Second Lien Collateral
Agent (for itself and on behalf of the Second Lien Secured Parties) 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 be construed as referring to such agreement, instrument, other document, statute or regulation as from
time to time amended, supplemented or otherwise modified in accordance with the terms of each applicable Secured Debt Document
(including, for the avoidance of doubt, this Agreement), (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 Agent shall be deemed to refer to the Second Lien
Collateral Agent in its capacity as collateral trustee under the Second Lien Collateral Trust Agreement.


 


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


 


“Accounts”
has the meaning assigned to such term in Section 3.01(a).


 


“Additional
Notes” has the meaning given to the term “Additional Notes” in the Second Lien Indenture as in effect on
the date hereof.


 


“Additional
Second Lien Debt Facility” means any indebtedness for which the requirements of Section 4.04(b) of this Agreement
applicable thereto have been satisfied, 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 Second Lien 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 Agent, 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.


 


“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 Issuers 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. For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.


 




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“Bank Product”
means each and any of the following bank services and products provided to the Issuers or any other Grantor by any lender under
the Priority Credit Agreement or any Affiliate of any such lender: (1) commercial credit cards, (2) stored value cards
and (3) Treasury Management Arrangements (including controlled disbursement, automated clearinghouse transactions, return
items, overdrafts and interstate depository network services).


 


“Bank Product
Obligations” means any and all obligations of the Issuers or any other Grantor, whether absolute or contingent and howsoever
and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with any Bank Product.


 


“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: (1) with respect to a corporation, the board of directors of the corporation; (2) with respect
to a partnership, the Board of Directors of the general partner of the partnership; and (3) with respect to any other Person,
the board or committee of such Person serving a similar function.


 


“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 Credit 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 principal obligations that may
be outstanding under and in accordance with such Credit Facilities, which 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 without limitation the assets,
liabilities, cash flow, business, properties, prospects, management and ownership of the Grantors) that such Priority Lien Secured
Parties deem significant; provided that the majority of commitments to lend under such Priority Credit Agreement (including
any Priority Substitute Credit Facility) are made by commercial banks engaged in oil and gas reserve based lending in the ordinary
course of their respective businesses (it being understood that all lenders under the Priority Credit Agreement as of the date
hereof constitute commercial banks for purposes hereof).


 


“Business
Day” means any day excluding Saturday, Sunday and any other day on which banking institutions in Houston, Texas or in
New York City or place of payment are authorized or required by law or other governmental actions to close.


 


“Capital Stock”
means:


 


(a)          in
the case of a corporation, corporate stock or shares in the capital of such corporation;


 


(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;


 




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(c)          in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); 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; provided that any instrument evidencing indebtedness convertible or exchangeable into
Capital Stock, whether or not such debt securities include any right of participation with Capital Stock, shall not be deemed to
be Capital Stock unless and until such instrument is so converted or exchanged.


 


“Cash Management
Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card
e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing house
fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating
account relationships or other cash management services, including pursuant to any agreement in respect of Cash Management Services.


 


“Class”
means (a) in the case of Priority Lien Debt, the Priority Lien Debt, taken together, and (b) in the case of Second Lien
Debt, every Series of Second Lien Debt, taken together.


 


“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 debt facilities (including, without limitation, the Priority Credit Agreement), capital markets financings or
other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans,
letters of credit, bankers acceptances or other long-term indebtedness, including any notes, mortgages, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper
facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount
permitted to be borrowed or issued thereunder or alters the maturity thereof or adds additional borrowers or guarantors thereunder
and whether by the same or any other agent, trustee, lender or group of lenders or holders.


 


“DIP Financing”
has the meaning assigned to such term in Section 4.02(b).


 


“DIP Financing
Liens” has the meaning assigned to such term in Section 4.02(b).


 


“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 (to the extent such principal does not constitute Excess Priority Lien Obligations) and interest
and premium (if any) on all Priority Lien Debt (other than any undrawn letters of credit);


 


(c)          discharge
or cash collateralization (at the lower of (i) 105% 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 Debt that are not Excess Priority Lien Obligations;


 




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(d)          payment
in full in cash of obligations in respect of Hedging Obligations constituting Priority Lien Obligations (and, with respect to any
particular Hedge Agreement, 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) other than such Hedging Obligations that have been novated or collateralized to the extent required
by the terms thereof; and


 


(e)          payment
in full in cash of all other Priority Lien Obligations, including without limitation, Bank Product 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);


 


provided that, if, at any time after
the Discharge of Priority Lien Obligations has occurred, either Issuer or any Grantor enters into any Priority Lien Document evidencing
a Priority Lien Obligation which incurrence is not prohibited by the applicable Secured Debt 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 either Issuer designates such indebtedness as Priority Lien
Debt 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, 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(a) shall not be deemed to cause a Discharge of Priority Lien Obligations.


 


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


 


(a)          payment
in full in cash of the principal of and interest and premium (if any) on all Second Lien Debt;


 


(b)          payment
in full in cash of all other Second Lien Obligations that are outstanding and unpaid at the time the Second 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);


 


provided that, if at any time after
the Discharge of Second Lien Obligations has occurred, either Issuer or any Grantor enters into any Second Lien Document evidencing
a Second Lien Obligation which incurrence is not prohibited by the applicable Secured Debt Documents, then such Discharge of Second
Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new
Second Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of
Second Lien Obligations), and, from and after the date on which either Issuer designates such indebtedness as Second Lien Debt
in accordance with this Agreement, the obligations under such Second Lien Document shall automatically and without any further
action be treated as Second Lien Obligations for all purposes of this Agreement. For the avoidance of doubt, a Replacement as contemplated
by Section 4.04(a) shall not be deemed to cause a Discharge of Second Lien Obligations.


 




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


 


“Dollar-Denominated
Production Payments” means production payment obligations recorded as liabilities in accordance with GAAP, together with
all undertakings and obligations in connection therewith.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock; provided that any instrument evidencing
indebtedness convertible or exchangeable into Capital Stock, whether or not such debt securities include any right of participation
with Capital Stock, shall not be deemed to be an Equity Interest unless and until such instrument is so converted or exchanged,
except, solely for purposes of a pledge of Equity Interests in connection with the Secured Debt Documents, to the extent such instrument
could be treated as “stock” of a “controlled foreign corporation” within the meaning of Section 957
of the Internal Revenue Code of 1986, as amended from time to time, for purposes of Treasury Regulation Section 1.956-2(c)(2).


 


“Excess Priority
Lien Obligations” means Obligations constituting Priority Lien Obligations for the principal amount of loans, letters
of credit and reimbursement obligations under the Priority Credit Agreement and/or any other Credit Facility pursuant to which
Priority Lien Debt has been incurred to the extent that such Obligations for principal, letters of credit and reimbursement obligations
are in excess of the amount in clause (a) of the definition of “Priority Lien Cap.”


 


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


 


“Financial
Officer” of any Person means the Chief Financial Officer, Chief Accounting Officer, principal accounting officer, controller,
treasurer or assistant treasurer of such Person.


 


“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.


 


“Grantors”
means Holdings, the Issuers, and each other subsidiary of the Issuers that shall have granted any Lien in favor of any of the Priority
Lien Agent, the Second Lien Collateral Agent on any of its assets or properties to secure any of the Secured Obligations.


 


“Hedge Agreement”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, future contracts, equity or equity index swaps or options, bond or bond
price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, total return swap, credit spread transaction, repurchase transaction, reverse repurchase
transaction, securities lending transaction, weather index transaction, spot contracts, fixed-price physical delivery contracts,
whether or not exchange traded, or any other similar transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of,
or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules,
a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. Notwithstanding
the foregoing, agreements or obligations to physically sell any commodity at any index-based price shall not be considered a Hedge
Agreement.


 




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“Hedging Obligations”
means, with respect to any Grantor, the obligations of such Grantor incurred in the normal course of business and not for speculative
purposes under a Hedge Agreement.


 


“Hydrocarbon
Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil,
gas and mineral leases, or other liquid or gaseous Hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests,
net profit interests and production payment interests, including any reserved or residual interests of whatever nature.


 


“Hydrocarbons”
means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons
and all products refined or separated therefrom.


 


“Indenture
Second Lien Documents” means the Second Lien Indenture, the Second Lien Indenture Notes, the Indenture Second Lien Security
Documents and all other loan documents, notes, guarantees, instruments and agreements governing or evidencing the Indenture Second
Lien Obligations or 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 (or any of its Affiliates) in respect of the Indenture Second Lien Documents.


 


“Indenture
Second Lien Secured Parties” means, at any time, the Second Lien Trustee, the Second Lien Collateral Agent, the trustees,
agents and other representatives of the holders of the Second Lien Indenture Notes (including any holders of notes pursuant to
supplements executed in connection with the issuance of any Series of Second Lien Debt under the Second Lien Indenture) who maintains
the transfer register for such Second Lien 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 Second Lien Indenture Notes, 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 Second Lien Indenture (insofar as the same grants a Lien on the Collateral),
the Second Lien Collateral Trust Agreement, each agreement listed in Part B of Exhibit B 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
an Issuer or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Second Lien Collateral
Agent (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 an Issuer or any other Grantor under the Bankruptcy Code or any other Bankruptcy Law, any other proceeding
for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of an Issuer or any other Grantor,
any receivership or assignment for the benefit of creditors relating to an Issuer or any other Grantor or any similar case or proceeding
relative to an Issuer or any other Grantor or its creditors, as such, in each case whether or not voluntary;


 




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(b)          any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to an Issuer or any other Grantor,
in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(c)          any
other proceeding of any type or nature in which substantially all claims of creditors of an Issuer or any other Grantor are determined
and any payment or distribution is or may be made on account of such claims.


 


“Lien”
means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, 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 option or other agreement
to give a security interest therein and any filing of or agreement to give any financing statement under the Uniform Commercial
Code (or equivalent statutes) of any jurisdiction or Production Payment and Reserve Sales and the like payable out of Oil and Gas
Properties, provided that in no event shall an operating lease be deemed to constitute a Lien.


 


“Master Agreement”
has the meaning given such term in the definition of “Hedge Agreement”.


 


“Modified
ACNTA” has the meaning set forth in the Second Lien Indenture as in effect on the date hereof, and any component definition
used therein has the meaning set forth in the Second Lien Indenture as of the date hereof.


 


“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 and obligations to provide cash collateral with respect to letters of
credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement
of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses
and other liabilities payable under the documentation governing any indebtedness.


 


“Officers’
Certificate” means a certificate signed by two officers of Vanguard or a Parent Entity, one of whom must be either the
principal executive officer or a Financial Officer, as applicable.


 


“Oil and Gas
Business” means:


 


(a)          the
business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil, natural gas,
natural gas liquids, liquefied natural gas and other Hydrocarbons and mineral properties or products produced in association with
any of the foregoing;


 


(b)          the
business of gathering, marketing, distributing, treating, processing, storing, refining, selling and transporting any production
from such interests or properties and products produced in association therewith and the marketing of oil, natural gas, other Hydrocarbons
and minerals obtained from unrelated Persons;


 


(c)          any
other related energy business, including power generation and electrical transmission business, directly or indirectly, from oil,
natural gas and other Hydrocarbons and minerals produced substantially from properties in which the Grantors, directly or indirectly,
participate;


 




    	 	8	[Vanguard Intercreditor Agreement]



     

    

 


(d)          any
business relating to oil field sales and service; and


 


(e)          any
business or activity relating to, arising from or necessary, appropriate, incidental or ancillary to the activities described in
the foregoing clauses (a) through (d) of this definition.


 


“Oil and Gas
Properties” means: (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon
Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units
created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority)
that may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements,
including production sharing contracts and agreements, that relate to any of the Hydrocarbon Interests or the production, sale,
purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons
in and under and that may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all
rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all
tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon
Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and
all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection
with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive
equipment, rental equipment or other personal Property that may be on such premises for the purpose of drilling a well or for other
similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, structures, fuel separators,
liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, gas processing plants and pipeline
systems and any related infrastructure to any thereof, tanks and tank batteries, fixtures, valves, fittings, machinery and parts,
engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods,
surface leases, rights-of-way, easements and servitudes, together with all additions, substitutions, replacements, accessions and
attachments to any and all of the foregoing.


 


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


 


“Original
Second Lien Collateral Agent” has the meaning assigned to such term in the preamble hereto.


 


“Original
Second Lien Trustee” means U.S. Bank National Association, in its capacity as trustee under the Second Lien Indenture,
and together with its successors in such capacity.


 


“Parent Entity”
means any Person that is a direct or indirect parent company (which may be organized as a partnership) of Vanguard, including,
as of the date hereof, Holdings.


 


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


 


“Priority
Confirmation Joinder” means an agreement substantially in the form of Exhibit A.


 


“Priority
Credit Agreement” means the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, among Vanguard,
as borrower, the Original Priority Lien Agent, the lenders party thereto from time to time and the other agents named therein,
as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time with the same and/or
different lenders and/or agents and any credit agreement, loan agreement, note agreement, promissory note, indenture or any other
agreement or instrument evidencing or governing the terms of any Priority Substitute Credit Facility.


 




    	 	9	[Vanguard Intercreditor Agreement]



     

    

 


“Priority
Lien” means a Lien granted by Vanguard or any other Grantor in favor of the Priority Lien Agent, at any time, upon any
Property of Vanguard or such other Grantor to secure Priority Lien Obligations (including Liens on such Collateral under the security
documents associated with any Priority Substitute Credit Facility).


 


“Priority
Lien Agent” means the Original Priority Lien Agent, and, from and after the date of execution and delivery of a Priority
Substitute Credit 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, (a) the aggregate principal amount of all indebtedness (including any interest
paid-in-kind) outstanding at any time under the Priority Credit Agreement (with outstanding letters of credit being deemed to have
a principal amount equal to the stated amount thereof) not in excess of the sum of (i) the greatest of (A) $1,800,000,000,
(B) the Borrowing Base in effect at the time of incurrence of such indebtedness, and (C) $950,000,000 plus 35% of Modified
ACNTA at the time of incurrence of such indebtedness, and (ii) Priority Lien Protective Advances, plus (b) the amount
of all Hedging Obligations, to the extent such Hedging Obligations are secured by the Priority Liens, plus (c) the amount
of all Bank Product Obligations, to the extent such Bank Product Obligations are secured by the Priority Liens, plus (d) the
amount of accrued and unpaid interest (excluding any interest paid-in-kind) and outstanding fees, to the extent such Obligations
are secured by the Priority Liens.


 


“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.


 


“Priority
Lien Debt” means the indebtedness under the Priority Credit Agreement (including letters of credit and reimbursement
obligations with respect thereto (with outstanding letters of credit being deemed to have a principal amount equal to the stated
amount thereof)) that was permitted to be incurred and secured under the Priority Credit Agreement, the Second Lien Indenture,
any Additional Second Lien Debt Facility and any Second Lien Substitute Facility (or as to which the lenders under the Priority
Credit Agreement obtained an Officers’ Certificate at the time of incurrence to the effect that such indebtedness was permitted
to be incurred and secured by all applicable Secured Debt Documents) and additional indebtedness under any Priority Substitute
Credit Facility. For purposes of this Agreement, indebtedness under the Priority Credit Agreement is permitted to be incurred under
the Second Lien Indenture.


 


“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 Credit Facility.


 


“Priority
Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of or in connection with Priority
Lien Debt together with Hedging Obligations and the Bank Product Obligations, in each case to the extent that such Obligations
are secured by Priority Liens. For the avoidance of doubt, Hedging Obligations shall only constitute Priority Lien Obligations
to the extent that such Hedging Obligations are secured under the terms of the Priority Credit Agreement and Priority Lien Security
Documents. Notwithstanding any other provision hereof, the term “Priority Lien Obligations” will include accrued interest,
fees, costs, and other charges incurred under the Priority Credit Agreement and the other Priority Lien Documents, whether incurred
before or after commencement of an Insolvency or Liquidation Proceeding, and whether or not allowable in an Insolvency or Liquidation
Proceeding. To the extent that any payment with respect to the Priority Lien Obligations (whether by or on behalf of any Grantor,
as proceeds of security, enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential in any
respect, set aside, or required to be paid to a debtor in possession, trustee, receiver, or similar Person, then the obligation
or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not
occurred.


 




    	 	10	[Vanguard Intercreditor Agreement]



     

    

 


“Priority
Lien Protective Advance” means any advance made by one or more Priority Lien Secured Parties for the purpose of (a) maintaining,
protecting or preserving the Collateral and/or the Priority Lien Secured Parties’ rights under the Priority Lien Documents
or which is otherwise made for the benefit of the Priority Lien Secured Parties, (b) enhancing the likelihood of, or maximizing
the amount of, repayment of any Priority Lien Obligation and/or (c) paying any other amount chargeable to, or required to be paid
by, any Grantor hereunder or under any other Priority Lien Document as a result of the actions described under clauses (a) or (b)
above; provided that in no event shall the aggregate amount of any such advances exceed an amount equal to 3% of the aggregate
principal amount of outstanding indebtedness (including the aggregate stated amount of any outstanding letters of credit) under
any borrowing base asset based revolving credit facility constituting Priority Lien Obligations.


 


“Priority
Lien Release Notice” has the meaning assigned to such term in Section 4.01(a).


 


“Priority
Lien Secured Parties” means, at any time, the Priority Lien Agent, each lender or issuing bank under the Priority Credit
Agreement, each holder, provider or obligee of any Hedging Obligations and Bank Product Obligations that is a lender under the
Priority Credit Agreement or an Affiliate (as defined herein or 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, the beneficiaries of each indemnification
obligation undertaken by any Grantor under any Priority Lien Document, each other Person that provides letters of credit, guarantees
or other credit support related thereto under any Priority Lien Document and each other holder of, or obligee in respect of, any
Priority Lien Obligations (including pursuant to a Priority Substitute Credit Facility), 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 B 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 Vanguard 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 Credit Facility).


 


“Priority
Substitute Credit Facility” means any Credit Facility with respect to which the requirements contained in Section 4.04(a)
of this Agreement have been satisfied and that Replaces the Priority Credit Agreement then in existence. For the avoidance of doubt,
no Priority Substitute Credit Facility shall be required to be a revolving or asset-based loan facility 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 Priority Lien securing such Priority Substitute Credit Facility shall be subject to the terms of this
Agreement for all purposes (including the lien priorities as set forth herein as of the date hereof).


 


“Production
Payments” means Dollar-Denominated Production Payments and Volumetric Production Payments, collectively.


 




    	 	11	[Vanguard Intercreditor Agreement]



     

    

 


“Production
Payments and Reserve Sales” means the grant or transfer by the Grantors to any Person of a royalty, overriding royalty,
net profits interest, Production Payment, partnership or other interest in Oil and Gas Properties, reserves or the right to receive
all or a portion of the production or the proceeds from the sale of production attributable to such properties where the holder
of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or
transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner
or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or
other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive programs on terms
that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services
to the Grantors.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without
limitation, cash, securities, accounts and contract rights.


 


“Replaces”
means, (a) in respect of any agreement with reference to the Priority Credit Agreement or the Priority Lien Obligations or
any Priority Substitute Credit Facility, that such agreement refunds, refinances or replaces the Priority Credit Agreement, the
Priority Lien Obligations or such Priority Substitute Credit Facility in whole (in a transaction that is in compliance with Section 4.04(a))
and that all commitments thereunder are terminated, or, to the extent permitted by the terms of the Priority Credit Agreement,
Priority Lien Obligations or such Priority Substitute Credit 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(a)) and that all commitments thereunder are terminated, or,
to the extent permitted by the terms of the Second Lien Documents, the Second Lien Obligations 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 Agent, 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” means 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 Agent” means the Original Second Lien Collateral Agent, 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 evidence thereunder or governed thereby, in each case, together with its successors in
such capacity.


 


“Second Lien
Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of February 10, 2016, among the Issuers, the
other Grantors from time to time party thereto, the Second Lien Trustee, the other Second Lien Representatives from time to time
party thereto and the Second Lien Collateral Agent, as amended, restated, adjusted, waived, renewed, extended, supplemented or
otherwise modified from time to time, in accordance with each applicable Second Lien Document.


 




    	 	12	[Vanguard Intercreditor Agreement]



     

    

 


“Second Lien
Debt” means the indebtedness under the Second Lien Indenture Notes issued on the date hereof and guarantees thereof and
all additional indebtedness incurred under any Additional Second Lien Documents and all additional indebtedness in respect of Additional
Notes and guarantees thereof, in each case, that was permitted to be incurred and secured in accordance with the Secured Debt Documents
and with respect to which the requirements of Section 4.04(b) have been (or are deemed) 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
Indenture” means the Indenture, dated as of February 10, 2016, among the Issuers, the Grantors party thereto from time
to time, the Second Lien Collateral Agent and the Second Lien Trustee, as amended, restated, adjusted, waived, renewed, extended,
supplemented or otherwise modified from time to time in accordance with the terms hereof (including any supplements executed in
connection with the issuance of any Series of Second Lien Debt under the Second Lien 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.


 


“Second Lien
Indenture Notes” means (i) the 7.0% Senior Secured Notes due February 15, 2023 issued under the Second Lien
Indenture on the date hereof, and (ii) any Additional Notes for which the requirements of Section 3.8 of the Second
Lien Collateral Trust Agreement have been satisfied.


 


“Second Lien
Obligations” means Second Lien Debt and all other Obligations in respect thereof. Notwithstanding any other provision
hereof, the term “Second Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under
the Second Lien Indenture and the other Second Lien Documents, whether incurred before or after commencement of an Insolvency or
Liquidation Proceeding and whether or not allowable in an Insolvency or Liquidation Proceeding. To the extent that any payment
with respect to the Second Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any
right of set off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid
to a debtor in possession, trustee, receiver, or similar Person, then the obligation or part thereof originally intended to be
satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred.


 


“Second Lien
Purchasers” has the meaning assigned to such term in Section 3.06.


 


“Second Lien
Representative” means (a) in the case of the Second Lien Indenture Notes, the Second Lien 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 (a) is appointed as a Second Lien Representative (for purposes related to the administration of the 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, and (b) has become party to the Second Lien Collateral Trust Agreement by executing a joinder
in the form required under the Second Lien Collateral Trust Agreement.


 


“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.


 




    	 	13	[Vanguard Intercreditor Agreement]



     

    

 


“Second Lien
Substitute Facility” means any facility with respect to which the requirements contained in Sections 4.04(a)
and (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 Second Lien 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 of the date hereof) as the
other Liens securing the Second Lien Obligations are subject to under this Agreement.


 


“Second Lien
Trustee” means the Original Second Lien 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.


 


“Section 363
Event” has the meaning assigned to such term in Section 4.02(d).


 


“Section 363
Notice” has the meaning assigned to such term in Section 4.02(d).


 


“Section 363
Objections” has the meaning assigned to such term in Section 4.02(d).


 


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


 


“Secured Debt
Representative” means the Priority Lien Agent and the Second Lien Collateral 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 Second Lien 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 Debt and each Series of Second Lien Debt.


 


“subsidiary”
means, with respect to any Person, (a) any corporation, association, or other business entity (other than a partnership, joint
venture, limited liability company or similar entity) of which more than fifty percent (50.0%) of the total voting power of shares
of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members
of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or
one or more of the other subsidiaries of that Person or a combination thereof; and (b) any partnership, joint venture, limited
liability company or similar entity of which (1) more than fifty percent (50.0%) of the capital accounts, distribution
rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries of that Person or a combination thereof whether
in the form of membership, general, special or limited partnership or otherwise, or (2) such Person or any subsidiary of such
Person is a controlling general partner or otherwise controls such entity.


 


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


 




    	 	14	[Vanguard Intercreditor Agreement]



     

    

 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date hereof.


 


“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.


 


“Volumetric
Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP, together
with all undertakings and obligations in connection therewith.


 


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) how a Lien was acquired
(whether by grant, possession, statute, operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the
grant, attachment or perfection of a Lien, (iii) any conflicting provision of the New York UCC or other applicable law, (iv) any
defect in, or non-perfection, setting aside, or avoidance of, a Lien or a Priority Lien Document or a Second Lien Document, (v) the
modification of a Priority Lien Obligation or a Second Lien Obligation, or (vi) the subordination of a Lien on Collateral
securing a Priority Lien Obligation to a Lien securing another obligation of an Issuer or any other Person that is permitted under
the Priority Lien Documents as in effect on the date hereof or securing a DIP Financing, or the subordination of a Lien on Collateral
securing a Second Lien Obligation to a Lien securing another obligation of the Issuers or any other Person (other than a Priority
Lien Obligation) that is permitted under the Second Lien Documents as in effect on the date hereof, the Second Lien Collateral
Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that (i) any Priority Lien on any Collateral
now or hereafter held by or for the benefit of any Priority Lien Secured Party shall be senior in right, priority, operation, effect
and all other respects to any and all Second Liens on any Collateral, in any case, subject to the Priority Lien Cap as provided
herein and (ii) 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 Priority Liens on any
Collateral, in any case, subject to the Priority Lien Cap as provided herein.


 


(c)          It
is acknowledged that, subject to the Priority Lien Cap (as provided 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) (A) the
Priority Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time
and (B) 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, in the case of the foregoing (A) and (B) 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 Priority Lien Obligations (or any part thereof) or the Second 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.


 




    	 	15	[Vanguard Intercreditor Agreement]



     

    

 


Section 2.02        Prohibition
on Marshalling, Etc. Until the Discharge of Priority Lien Obligations, neither the Second Lien Collateral Agent nor any other
Second Lien Secured Party will assert, and hereby waive, 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
to a junior secured creditor with respect to the Collateral or any similar rights a junior secured creditor may have under applicable
law.


 


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 to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or
substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Priority Lien
Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability
of the Priority Lien Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (b) grant
or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect
any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such
asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided,
however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not prevent the Priority
Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 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, the other Priority Lien Secured Parties, the Second
Lien Collateral Agent or the other Second Lien Secured Parties, the Second Lien Collateral Agent, for itself and on behalf of the
other Second Lien Secured Parties, agrees 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).


 


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 Agent, 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 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, (iii) provisions in the Second Lien Security Documents
which are solely applicable to the rights and duties of the Second Lien Collateral Agent and/or the Second Lien Trustee, and (iv) with
such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents
establishing Liens securing publicly traded debt securities, 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.


 




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Section 2.05        No
Duties of Priority Lien Agent. The Second Lien Collateral Agent, 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 any such Second Lien Secured Party with respect to any Collateral, other than to transfer to the Second Lien
Collateral Agent 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 the expiration of any applicable 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 Agent or any Second Lien Secured Party would otherwise be entitled as a result of such
Second Lien. Without limiting the foregoing, the Second Lien Collateral Agent, for itself and on behalf of 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. The Second Lien Collateral Agent, for itself and
on behalf of each Second Lien Secured Party, hereby waives any claim any 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 any
other 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.


 


Section 2.06        No
Duties of Second Lien Collateral Agent. The Priority Lien Agent, for itself and on behalf of each Priority Lien Secured Party,
acknowledges and agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall have any duties
or other obligations to such Priority Lien Secured Party with respect to any Collateral, except as expressly set forth in this
Agreement.


 




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ARTICLE
III

ENFORCEMENT RIGHTS; PURCHASE OPTION


 


Section 3.01        Limitation
on Enforcement Action. Prior to the Discharge of Priority Lien Obligations, the Second Lien Collateral Agent, for itself and
on behalf of each Second Lien Secured Party, hereby agrees that, subject to Section 3.05(b) and Section 4.07,
neither the Second Lien Collateral Agent 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 (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 (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 Agent 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 and regardless of whether such exercise and enforcement is adverse to the interest of any Second
Lien Secured Party. 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, 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 Agent, 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. Notwithstanding the foregoing,
subject to Section 3.05, the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, may, but will
have no obligation to, 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. Nothing herein shall limit the right or ability
of the Second Lien Secured Parties to (i) purchase (by credit bid or otherwise) all or any portion of the Collateral in connection
with any enforcement of remedies by the Priority Lien Agent to the extent that, and so long as, the Priority Lien Secured Parties
receive payment in full in cash of all Priority Lien Obligations (other than the Excess Priority Lien Obligations) after giving
effect thereto or (ii) file a proof of claim with respect to the Second Lien Obligations.


 


Section 3.02        Standstill
Periods; Permitted Enforcement Action. Prior to the Discharge of Priority Lien Obligations and 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 (i) any injunction
issued by a court of competent jurisdiction or (ii) the automatic stay or any other stay or other prohibition in any Insolvency
or Liquidation Proceeding) since the date on which the Second Lien Collateral Agent has delivered to the Priority Lien Agent written
notice of the acceleration of any Second Lien Debt (the “Standstill Period”), the Second Lien Collateral Agent
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 Collateral Trust Agreement
to the contrary, in no event may the Second Lien Collateral Agent 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 any or all 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 or other prohibition 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 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 Priority Lien Agent); 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 (or shall have sought or requested relief from, or modification of, the automatic stay
or any other stay or other prohibition 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 any material portion of the Collateral or any such action
or proceeding, and the Second Lien Collateral Agent 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
Agent 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 any applicable 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
of 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 Hedging Obligations). If the Second Lien Collateral Agent
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 Agent 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 Agent
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 any applicable Standstill Period).


 


Section 3.04        Notification
of Release of Collateral. Each of the Priority Lien Agent and the Second Lien Collateral Agent shall give the other Secured
Debt Representatives 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.


 


Section 3.05        No
Interference; Payment Over.


 




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(a)          No
Interference. The Second Lien Collateral Agent, 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, (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 marshaled 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, and hereby waives any right to 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; and


 


(b)          Payment
Over. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that
if any Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect
of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under 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,
to the extent permitted hereunder, at any time prior to the Discharge of Priority Lien Obligations secured, or intended to be secured,
by such Collateral, 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
as promptly as practicable. Furthermore, the Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send
written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party, 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 Agent or any other Second Lien Secured Party. The Second Lien Collateral
Agent, 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 not constituting Excess 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 Agent 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, (iii) the exercise or undertaking of any rights of set-off in respect
of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the occurrence of any event of default
based on non-payment of principal under any Priority Lien Document, (v) the delivery of any Priority Lien Release Notice, or (vi)
the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, each of the holders of the Second Lien Debt
and each of their respective designated Affiliates (the “Second Lien Purchasers”) will have the several right,
at their respective 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 (A) all (but not less than all) Priority Lien Obligations (including
unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable,
all loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties
in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice,
the Priority Lien Agent will deliver to the Second Lien Trustee a statement of the amount of Priority Lien Debt, other Priority
Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and DIP Financing (including
interest, fees, expenses and other obligations in respect of such DIP Financing) provided by any of the Priority Lien Secured Parties,
if any, 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 Second Lien Trustee of such notice from the Priority Lien Agent, the Second
Lien Trustee delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase (A) all
(but not less than all) of the Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations
constituting Excess Priority Lien Obligations and (B) if applicable, all loans (and related obligations, including interest,
fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete
such purchase on the terms set forth under this Section 3.06.


 


(b)          On
the date specified by the Second Lien Trustee (on behalf of the Second Lien 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 Second Lien Purchasers (i) all (but not less than all) Priority
Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations
and (ii) if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the
Priority Lien Secured Parties in connection with a DIP Financing 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:


 




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(i)          payment,
as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of (i) all
Priority Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) other than
any Priority Lien Obligations constituting Excess Priority Lien Obligations and (ii) if applicable, all loans (and related
obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP
Financing 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 Hedging Obligations that constitute Priority Lien Obligations the Second Lien Purchasers shall cause the applicable
agreements governing such Hedging Obligations to be assigned and novated or, if such agreements have been terminated, such purchase
price shall include an amount equal to the sum of any unpaid amounts then due in respect of such Hedging Obligations, calculated
using the market quotation method and after giving effect to any netting arrangements;


 


(ii)         a
cash collateral deposit 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 five percent (105%) 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 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 Second Lien
Trustee (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 Second Lien Trustee
and the Second Lien 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 and in connection with loans (and related obligations, including
interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing on and after
the date of the purchase and sale and the Second Lien Trustee (or any other representative appointed by the holders of a majority
in aggregate principal amount of the Second Lien Indenture Notes then outstanding) becomes a successor agent thereunder.


 


(c)          Such
purchase of the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured
Parties in connection with a DIP Financing shall be made on a pro rata basis among the Second Lien Purchasers giving notice
to the Priority Lien Agent of their interest to exercise the purchase option hereunder according to each such Second Lien Purchaser’s
portion of the Second Lien Debt outstanding on the date of purchase or such portion as such Second Lien Purchasers may otherwise
agree among themselves. 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 Second Lien Collateral Agent 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 Second Lien Purchasers 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
Second Lien Purchasers 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.


 


(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 (including unfunded commitments)
and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) that
such applicable Priority Lien Secured Party owns such Priority Lien Obligations (including unfunded commitments) and any loans
provided by any of the Priority Lien Secured Parties in connection with a DIP Financing; and (ii) that such applicable Priority
Lien Secured Party has the necessary corporate or other governing authority to assign such interests.


 




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(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 at the time of such sale, 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 at the time of such sale, as fully as if the sale of the Priority Lien Debt 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 Second Lien 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.


 


(f)          Each
Grantor irrevocably consents to any assignment effected to one or more Second Lien Purchasers pursuant to this Section 3.06
(so long as they meet all eligibility standards contained in all relevant Priority Lien Documents, other than obtaining the consent
of any Grantor to an assignment to the extent required by such Priority Lien Documents) for purposes of all Priority Lien Documents
and hereby agrees that no further consent from such Grantor shall be required.


 


ARTICLE
IV

OTHER AGREEMENTS


 


Section 4.01         Release
of Liens; Automatic Release of Second Liens. (a) Prior to the Discharge of Priority Lien Obligations, the Second Lien
Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that, in the event the Priority Lien
Agent or the requisite Priority Lien Secured Parties under the Priority Lien Documents release the Priority 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 permitted under the Second Lien Documents, (ii) 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, or (iii) such release is effected
in connection with 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 requisite Priority Lien Secured Parties under the Priority Lien Documents
shall have consented to such sale or Disposition of such Collateral; provided that, in the case of each of clauses (i),
(ii) and (iii), the Second Liens on such Collateral shall attach to (and shall remain subject and subordinate to all Priority Liens
securing Priority Lien Obligations, subject to the Priority Lien Cap) 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. The Priority
Lien Agent agrees to give the Second Lien Collateral Agent no less than 10 Business Days advance written notice of any proposed
release pursuant to clauses (ii) and (iii) (other than pursuant to Section 363 of the Bankruptcy Code) of this Section 4.01(b)
(provided that such notice shall not be required to the extent extraordinary exigent circumstances shall arise that would
irrevocably substantially impair the rights of the Priority Lien Secured Parties if such release were to be delayed by such 10
Business Day period) (each such notice, a “Priority Lien Release Notice”). Notwithstanding the foregoing in
this Section 4.01(a), if the Second Lien Purchasers have exercised their purchase option (or have committed to exercise
their purchase option) pursuant to Section 3.06, no release pursuant to clauses (ii) and (iii) of this Section 4.01(a)
shall be permitted under this Section 4.01(a) to the extent (and only to the extent) that the Second Lien Purchasers shall
not have defaulted on their obligations to consummate the purchase of the Priority Lien Debt and other obligations contemplated
by Section 3.06.


 




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(b)          Upon
the receipt of an Officers’ Certificate as required pursuant to Section 4.1(b) of the Second Lien Collateral
Trust Agreement, the Second Lien Collateral Agent 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.


 


Section 4.02         Certain
Agreements With Respect to Insolvency or Liquidation Proceedings. (a) The parties hereto acknowledge that this Agreement
is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and
effect, notwithstanding the commencement of any Insolvency or Liquidation Proceeding by or against either Issuer or any of their
subsidiaries or any action taken in such Insolvency or Liquidation Proceeding, including any attempted rejection under Section
365 of the Bankruptcy Code. All references in this Agreement to an Issuer or any of its subsidiaries or any other Grantor will
include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency
or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b)
through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations.


 


(b)          If
either Issuer or any of their subsidiaries shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)-in-possession,
or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”)
to be provided by one or more lenders under Section 364 of the Bankruptcy Code and/or the use of cash collateral under Section 363
of the Bankruptcy Code, the Second Lien Collateral Agent, 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 to, contest or oppose, and each Second Lien Secured
Party will waive any claim such Person may now or hereafter have related to or in connection with, any such financing or to the
Liens on the Collateral securing the same (“DIP Financing Liens”), or any use, sale or lease of cash collateral
that constitutes Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless
(A) 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, (B) the maximum principal amount of indebtedness permitted under such DIP Financing
exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount
of any Excess Priority Lien Obligations) and (II) twenty percent (20%) of the amount of then outstanding Priority
Lien Debt, or (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than
a sale or disposition pursuant to Section 363 of the Bankruptcy Code and with respect to which the Second Lien Secured Parties
are deemed to have consented pursuant to Section 4.02(d)) or require the confirmation of a plan of reorganization containing
specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent
such DIP Financing Liens are senior to, or rank pari passu with, the Priority Liens, the Second Lien Collateral Agent 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 Agent, 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 relative to the Priority Liens as existed prior to the commencement of the case under the Bankruptcy
Code.


 


(c)          Prior
to the Discharge of Priority Lien Obligations, without the written consent of the Priority Lien Agent which consent is in its sole
discretion, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees not to propose,
support or enter into any DIP Financing.


 




    	 	24	[Vanguard Intercreditor Agreement]



     

    

 


(d)          The
Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees that it shall be deemed to have
consented to, and shall not object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting)
a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral
(or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such
sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in
respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties under
the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure
for 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. Notwithstanding the foregoing in this Section 4.02(d),
if the Second Lien Purchasers have exercised their purchase option (or have committed to exercise their purchase option) pursuant
to Section 3.06(a), Section 363 Objections shall be permitted to be made by the Second Lien Collateral Agent or any Second
Lien Secured Party, but only so long as the Second Lien Purchasers shall not have defaulted on their obligations to consummate
the purchase of the Priority Lien Debt and other obligations contemplated by Section 3.06.


 


(e)          The
Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim that it may now
or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens
(that is 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 Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second
Lien Collateral Agent 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 other 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:


 


(A)         freely
seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects with, but subordinated
(as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the
commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or
for the benefit of, the Priority Lien Secured Parties; and


 


(B)         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 Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim it 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.


 




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(h)          The
Second Lien Collateral Agent, 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 Agent nor any other Second Lien Secured Party shall support or vote
to accept any plan of reorganization or disclosure statement of either Issuer 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 approved by the
bankruptcy court, fees and expenses and cash collateralization of all letters of credit) 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 whenever received, and such plan also provides that any Liens retained by, or granted to, the Second
Lien Collateral Agent 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. Except
as provided herein, the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation
Proceeding.


 


(i)          The
Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that, subject to the provisions
of Section 3.02, neither the Second Lien Collateral Agent nor any other 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, which consent is in its sole discretion.


 


(j)          Without
the express written consent of the Priority Lien Agent, which consent is in its sole discretion, neither the Second Lien Collateral
Agent nor any other Second Lien Secured Party shall (or shall join with or support any other 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 or validity 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 otherwise or (ii) oppose, object to or
contest the payment to the Priority Lien Secured Party of interest, fees or expenses, or to the cash collateralization of letters
of credit under Section 506(b) of the Bankruptcy Code.


 


(k)          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 Agent, for itself and on behalf of
each other Second Lien Secured Party, agrees that, any distribution or recovery they may receive in respect of any Collateral shall
be segregated and held in trust and forthwith paid over, subject to the requirements of Section 6.01(a), 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 Agent 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. The Second Lien Collateral Agent, 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(k) 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(k), which appointment is irrevocable and coupled with
an interest.


 


(l)          The
Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that the Priority
Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that neither the Second Lien
Collateral Agent nor any other Second Lien Secured Party shall (or shall join with or support any other party in opposing, objecting
to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent.


 




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(m)          Without
the consent of the Priority Lien Agent which is in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf
of each other Second Lien Secured Party, agrees it will not file or join an involuntary bankruptcy petition or seek the appointment
of an examiner or a trustee for either Issuer or any of their subsidiaries.


 


(n)          Neither
Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or challenge any claim by the Second Lien Collateral
Agent or any other Second Lien Secured Party for the allowance or payment in any Insolvency or Liquidation Proceeding of Second
Lien Obligations consisting of post-petition interest, fees or expenses pursuant to Section 506(b) of the Bankruptcy Code, 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 Agent or any Second Lien Secured Party, as applicable.


 


(o)          The
Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, waives any right to assert or enforce
any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.


 


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 Agent, for itself and on behalf
of each other Second Lien Secured Party, agrees that if, at any time, a Second Lien Secured Party receives notice of any Recovery,
the Second Lien Collateral Agent or any 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. If this Agreement shall have been terminated prior to any 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 Agent 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 and to the
extent consistent with Section 6.01(a), 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.


 




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Section 4.04         Refinancings;
Additional Second Lien Debt.


 


(a)          The
Priority Lien Obligations and the Second Lien Obligations may be Replaced, by any Priority Substitute Credit Facility or Second
Lien Substitute Facility, as the case may be, in each case, 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) the Priority Lien
Agent and the Second Lien Collateral Agent shall receive on or prior to incurrence of a Priority Substitute Credit Facility or
Second Lien Substitute Facility (A) an Officers’ Certificate from each Issuer stating that (I) the incurrence thereof
is permitted by each applicable Secured Debt Document to be incurred and (II) the requirements of Section 4.06
have been satisfied, and (B) a 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) the aggregate outstanding principal amount of the Priority Lien Obligations, after giving effect to such Priority
Substitute Credit Facility, shall not exceed the Priority Lien Cap and (iii) on or before the date of such incurrence, such
Priority Substitute Credit Facility or Second Lien Substitute Facility is designated by an Issuer, in an Officers’ Certificate
delivered to the Priority Lien Agent and the Second Lien Collateral Agent, as “Priority Lien Debt” or “Second
Lien Debt”, as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series
of Secured Debt may be designated as more than one of Priority Lien Debt or Second Lien Debt.


 


(b)          the
Issuers 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 the Issuers after the date of this Agreement in accordance with
the terms of all applicable Secured Debt Documents. The Issuers may effect such designation by delivering to the Priority Lien
Agent and the Second Lien Collateral Agent, each of the following:


 


(i)          an
Officers’ Certificate stating that the Issuers intend to incur Additional Second Lien Obligations which will be Second Lien
Debt, which will be 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;


 


(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 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; and


 


(iii)        evidence
that the Issuers have duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental
office all relevant filings and recordations deemed necessary by the Issuers 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 (provided that such filings and recordings may be authorized, executed and recorded
following any incurrence on a post-closing basis if permitted by the Second Lien Representative for such Additional Second Lien
Obligations).


 


For the avoidance of doubt, the deliveries
set forth in clauses (i) through (iii) of Section 4.04(b) shall not be required (and shall be deemed
satisfied) in connection with an issuance of Additional Notes constituting Second Lien Indenture Notes.


 


Notwithstanding the foregoing, nothing
in this Agreement will be construed to allow the Issuers or any other Grantor to incur additional indebtedness unless otherwise
permitted by the terms of each applicable Secured Debt Document.


 




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Each of the then-exiting Priority Lien
Agent and the Second Lien Collateral Agent 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 any such Replacement or any incurrence of Additional Notes or Additional Second Lien Obligations, it being understood
that the Priority Lien Agent and the Second Lien Collateral Agent or (if permitted by the terms of the applicable Secured Debt
Documents) the Grantors, without the consent of any other Secured Party or (in the case of the Grantors) one or more Secured Debt
Representatives, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such
amendments or supplements to effect such Replacement or incurrence all at the expense of the Grantors. Upon the consummation of
such Replacement or incurrence 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.


 


Section 4.05         Amendments
to Second Lien Documents. Prior to the Discharge of Priority Lien Obligations, 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 (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien
Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in
this Agreement, add any Liens securing the Collateral granted under the Second Lien Security Documents, (iii) confer any additional
rights on the Second Lien Collateral Agent or any other Second Lien Secured Party in a manner adverse to the Priority Lien Secured
Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents.


 


Section 4.06         Legends.
Each of (a) the Priority Lien Agent acknowledges with respect to the Priority Credit Agreement and the Priority Lien Security
Documents, and (b) the Second Lien Collateral Agent acknowledges with respect to (i) the Second Lien Indenture and the
Indenture Second Lien Security Documents, and (ii) the Additional Second Lien Debt Facility and the Additional Second Lien
Security Documents, if any, that the Second Lien Indenture, the Additional Second Lien Debt Facility (if any), the Second Lien
Documents (other than control agreements to which both the Priority Lien Agent and the Second Lien Collateral Agent are parties)
and each associated Security Document (other than control agreements to which both the Priority Lien Agent and the Second Lien
Collateral Agent 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; provided, however, that the Second Lien Secured Parties may not take any of the
actions prohibited by Section 3.05(a) or Section 4.02 or any other provisions in this Agreement; 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 Agent, for itself and on behalf of each other Second Lien Secured Party, hereby
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, in the case of the Second Lien Secured
Parties, 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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Section 4.09         Acknowledgment
by the Secured Debt Representatives. Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured
Parties and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges
that this Agreement is a material inducement to enter into a business relationship, that each has relied on this Agreement to enter
into the Priority Credit Agreement and the Second Lien Indenture, as applicable, and all documentation related thereto, and that
each will continue to rely on this Agreement in their related future dealings.


 


ARTICLE
V

GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS


 


Section 5.01         General.
Prior to the Discharge of Priority Lien Obligations, 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 Agent for the sole purpose of perfecting
the Second Lien of the Second Lien Collateral Agent on such Collateral. It is agreed that the obligations of the Priority Lien
Agent and the rights of the Second Lien Collateral Agent 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 Agent, any 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 Agent 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 Agent (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 Agent has a Lien on such
Collateral or Account after giving effect to any prior or concurrent releases of Liens) to the Second Lien Collateral Agent for
the benefit of all Second Lien Secured Parties.


 


Section 5.02         Deposit
Accounts. Prior to the Discharge of Priority Lien Obligations, to the extent that any Account is under the control of the Priority
Lien Agent at any time (within the meaning of the term “control” as relates to Accounts under Articles 8 and 9 of the
New York UCC), the Priority Lien Agent will act as gratuitous bailee for the Second Lien Collateral Agent for the purpose of perfecting
the Liens of the Second Lien Secured Parties in such Accounts and the cash and other 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 5.02(a)). 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 Agent, cooperate with the Grantors and the Second Lien Collateral Agent
(at the expense of the Grantors) in permitting control of any other Accounts to be transferred to the Second Lien Collateral Agent
(or for other arrangements with respect to each such Accounts satisfactory to the Second Lien Collateral Agent to be made).


 






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ARTICLE
VI

APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS


 


Section 6.01         Application
of Proceeds. Prior to the Discharge of Priority Lien Obligations, and regardless of whether an Insolvency or Liquidation Proceeding
has been commenced, Collateral or proceeds received in connection with the enforcement or exercise of any rights or remedies with
respect to any portion of the Collateral will be applied:


 


(a)          first,
to the payment in full in cash of all Priority Lien Obligations that are not Excess Priority Lien Obligations,


 


(b)          second,
to the payment in full in cash of all Second Lien Obligations,


 


(c)          third,
to the payment in full in cash of all Excess Priority Lien Obligations, and


 


(d)          fourth,
to the Issuers or as otherwise required by applicable law.


 


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), 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 Representatives 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
Issuers. 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 Issuers or any of their 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, as the case may be, any information relating to the Issuers
or any of the other Grantors, or any other circumstance bearing upon the risk of non-payment of any of the Priority Lien Obligations
or the Second Lien 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 any Second Lien Secured Party or any Priority Lien Secured Party, as the case may
be, it shall be under no obligation (a) 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, (b) to
provide any additional information or to provide any such information on any subsequent occasion or (c) to undertake any investigation.


 




    	 	31	[Vanguard Intercreditor Agreement]



     

    

 


Section 7.02         No
Warranties or Liability.


 


(a)          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 Agent 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.


 


(b)          The
Second Lien Collateral Agent, 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.


 


(c)          The
Priority Lien Agent and the other Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral
Agent or any other Second Lien Secured Party, and the Second Lien Collateral Agent 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, 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.


 


(d)          The
Second Lien Collateral Agent, for itself and on behalf of 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.


 


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, the Second Lien Collateral Agent 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;


 




    	 	32	[Vanguard Intercreditor Agreement]



     

    

 


(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 Issuers or any other Grantor; or


 


(f)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, the Issuers or any other Grantor
in respect of the Priority Lien Obligations or the Second Lien Obligations.


 


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 (as defined in the Priority Credit Agreement), (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 Priority Lien Agent and the Second Lien Collateral Agent represents and
warrants to the other parties hereto that it is authorized under the Priority Credit Agreement and the Second Lien Collateral Trust
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:


 




    	 	33	[Vanguard Intercreditor Agreement]



     

    

 


(a)          if
to the Original Priority Lien Agent, to it at:


 


Citibank, N.A.

811 Main Street, Suite 4000

Houston, TX 77002

Attention: Mr. Phil Ballard

Facsimile No: 281-271-8970

Telephone: 713-821-4789


 


(b)          if
to the Original Second Lien Collateral Agent, to it at:


 


U.S. Bank National
Association

Corporate Trust Services

EX-TX-WSFH

555 San Felipe Street, 11th Floor

Houston, Texas 77056

Fax: 713.235.9213

Attention: Mauri Cowen


 


With a copy to
(which shall not constitute notice):


 


Thompson &
Knight LLP

333 Clay Street, Suite 3300

Houston, Texas 77002

Fax: 832.397.8012

Attention: Cassandra Mott


 


(c)          if
to any other Secured Debt Representative, to such address as specified in the 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. 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 Issuers, the Priority Lien Agent and the Second Lien Collateral 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.


 




    	 	34	[Vanguard Intercreditor Agreement]



     

    

 


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 9.02, 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.


 


(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; provided, however, that this Agreement may be amended
from time to time as provided in Section 4.04. 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.


 


Section 9.03         Actions
Upon Breach; Specific Performance. (a) Prior to the Discharge of Priority Lien Obligations, if any Second Lien 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 Priority Lien Agent, may interpose as a defense or dilatory plea the making
of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or
in the name of such Grantor.


 


(b)          Prior
to the Discharge of Priority Lien Obligations, should any Second Lien 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 Priority Lien Agent or any other Priority Lien 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 Priority Lien Agent, (A) may obtain relief against
such Second Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood
and agreed by the Second Lien Collateral Agent on behalf of each Second Lien Secured Party that (I) the Priority Lien Secured
Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second
Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured Parties cannot demonstrate damage and/or
be made whole by the awarding of damages, and (B) 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.


 


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. No other Person will be entitled to rely on, have the benefit of or enforce 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 or other electronic transmission
shall be as effective as delivery of a manually signed counterpart of this Agreement.


 




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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,
WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION
LAW).


 


(b)          Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive 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. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding
relating to this Agreement in the courts of any jurisdiction.


 


(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 9.08. 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.


 


(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.


 




    	 	36	[Vanguard Intercreditor Agreement]



     

    

 


Section 9.11         Conflicts.
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; provided, however, that if any of the provisions of the Second Lien
Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, in each case, the TIA 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 distinct and separate relative rights of the Priority Lien Secured Parties and the Second Lien Secured Parties. None of the
Issuers, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided
in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04,
or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Priority Credit Agreement, or the
Second Lien Indenture, as applicable), and except as expressly provided in this Agreement neither the Issuers nor any other Grantor
may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article VII
and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Issuers or any other
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.


 


Section 9.13         Certain
Terms Concerning the Second Lien Collateral Agent. The Second Lien Collateral Agent is executing and delivering this Agreement
solely in its capacity as such and pursuant to direction set forth in the Second Lien Collateral Trust Agreement; and in so doing,
the Second Lien Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for any purpose. The Second
Lien Collateral Agent 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
Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Second
Lien Indenture and the other Second Lien Documents (including without limitation Article 5 and Section 7.8 of
the Second Lien Collateral Trust Agreement).


 


Section 9.14         Certain
Terms Concerning the Priority Lien Agent and the Second Lien Collateral Agent. None of the Priority Lien Agent or the Second
Lien Collateral Agent 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. None of the Priority Lien
Agent or the Second Lien Collateral Agent shall have individual liability to any Person if it shall mistakenly pay over or distribute
to any Secured Party (or an Issuer or any other Grantor) any amounts in violation of the terms of this Agreement, so long as the
Priority Lien Agent or the Second Lien Collateral Agent, 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 Agent 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 Agent or any other
Second Lien Representative or any other Second Lien Secured Party; and the Second Lien Collateral Agent shall not be deemed to
owe any fiduciary duty to the Priority Lien Agent or any other Priority Lien Secured Party.


 




    	 	37	[Vanguard Intercreditor Agreement]



     

    

 


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 Agent to enter into this Agreement and to act on its behalf
as collateral agent hereunder and in connection herewith.


 


Section 9.16         Further
Assurances. Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Party, the Second
Lien Collateral Agent, 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 Agent may reasonably request, to effectuate the terms of this Agreement, including the relative Lien
priorities provided for herein.


 


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 none of the Priority Lien Agent or the
Second Lien Collateral Agent makes any warranty or representation to the other Secured Debt Representatives or the Secured Parties
for which it acts as agent nor does it rely upon any representation of the other agents or the Secured Parties for which it acts
as agent with respect to matters identified or referred to in this Agreement.


 


[SIGNATURES BEGIN NEXT PAGE]


 




    	 	38	[Vanguard Intercreditor Agreement]



     

    

 


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.


 


	 	CITIBANK, N.A., as Priority Lien Agent
	 	 	 
	 	By:	/s/ Jeff Ard
	 	Name:	Jeff Ard
	 	Title:	Director


 


Signature Page

Intercreditor Agreement







 






     


     

    







 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Second Lien Collateral Agent
	 	 	 
	 	By:	/s/ Mauri J. Cowen
	 	Name:	Mauri J. Cowen
	 	Title:	Vice President


 






     


     

    







 


	 	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
	 	 	 
	 	VANGUARD NATURAL GAS, LLC
	 	 	 
	 	By:	/s/ Scott W. Smith
	 	 	Scott W. Smith
	 	 	President and Chief Executive Officer
	 	 	 
	 	VNR FINANCE CORP.
	 	 	 
	 	By:	/s/ Scott W. Smith
	 	 	Scott W. Smith
	 	 	President and Chief Executive Officer
	 	 	 
	 	VANGUARD NATURAL RESOURCES, LLC
	 	 	 
	 	By:	/s/ Scott W. Smith
	 	 	Scott W. Smith
	 	 	President and Chief Executive Officer


 






     


     

    







 


	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:	 	 
	 	 	 
	VANGUARD OPERATING, LLC	 	ENCORE CLEAR FORK PIPELINE, LLC
	 	 	 	 	 
	By:	/s/ Scott W. Smith	 	By:	/s/ Scott W. Smith
	 	Scott W. Smith	 	 	Scott W. Smith
	 	President and Chief Executive Officer	 	 	President and Chief Executive Officer
	 	 	 	 	 
	VNR HOLDINGS, LLC	 	EAGLE ROCK ENERGY ACQUISITION CO. II, INC.
	 	 	 	 	 
	By:	/s/ Scott W. Smith	 	By:	/s/ Scott W. Smith
	 	Scott W. Smith	 	 	Scott W. Smith
	 	President and Chief Executive Officer	 	 	President and Chief Executive Officer
	 	 	 	 	 
	EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC.	 	EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P.
	 	 	 
	By:	/s/ Scott W. Smith	 	By:	/s/ Scott W. Smith
	 	Scott W. Smith	 	 	Scott W. Smith
	 	President and Chief Executive Officer	 	 	President and Chief Executive Officer
	 	 	 	 	 
	EAGLE ROCK ENERGY ACQUISITION CO., INC. 	 	EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC.
	 	 	 
	By:	/s/ Scott W. Smith	 	By:	/s/ Scott W. Smith
	 	Scott W. Smith	 	 	Scott W. Smith
	 	President and Chief Executive Officer	 	 	President and Chief Executive Officer
	 	 	 	 	 
	EAGLE ROCK ACQUISITION PARTNERSHIP, L.P.	 	ESCAMBIA OPERATING CO. LLC
	 	 	 
	By:	/s/ Scott W. Smith	 	By:	/s/ Scott W. Smith
	 	Scott W. Smith	 	 	Scott W. Smith
	 	President and Chief Executive Officer	 	 	President and Chief Executive Officer
	 	 	 	 	 
	ESCAMBIA ASSET CO. LLC	 	 
	 	 	 
	By:	/s/ Scott W. Smith	 	 
	 	Scott W. Smith	 	 
	 	President and Chief Executive Officer	 	 


 






     


     

    







 


ANNEX I


 


Provision for the Second Lien Indenture,
any Additional Second Lien Debt Facility and the Second Lien Documents


 


Reference is made to the Intercreditor
Agreement, dated as of February 10, 2016, between CITIBANK, N.A., as Priority Lien Agent (as defined therein), and U.S. BANK NATIONAL
ASSOCIATION, as Second Lien Collateral Agent (as defined therein) (the “Intercreditor Agreement”). Each holder of any
Additional Second Lien Obligations, by its acceptance of such Additional Second Lien Obligations (i) consents to the subordination
of Liens provided for in the Intercreditor Agreement, (ii) agrees that it will be bound by, and will take no actions contrary
to, the provisions of the Intercreditor Agreement and (iii) authorizes and instructs the Second Lien Collateral Agent on behalf
of each Second Lien Secured Party (as defined therein) to enter into the Intercreditor Agreement as Second Lien Collateral Agent
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 Vanguard and such lenders are intended third party beneficiaries of such provisions
and the provisions of the Intercreditor Agreement.


 


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


 


Reference is made to the Intercreditor
Agreement, dated as of February 10, 2016, between CITIBANK, N.A., as Priority Lien Agent (as defined therein), and U.S. BANK NATIONAL
ASSOCIATION, as Second Lien Collateral Agent (as defined therein) (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,]1
[(i)][(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, [(ii)][(iii)] authorizes (or is deemed to authorize) the [Priority Lien Agent] [Second Lien Collateral
Agent] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and [(iii)][(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 and, to the extent provided therein, the applicable
Security Documents (as defined in 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.


 


 






1 This bracketed language
would not apply to the Priority Lien Security Documents.


 




    	 	Annex I - 1	[Vanguard Intercreditor Agreement]



     

    

 


EXHIBIT A

to Intercreditor Agreement


 


[FORM OF]

PRIORITY CONFIRMATION JOINDER


 


Reference is made to
the Intercreditor Agreement, dated as of February 10, 2016 (as amended, supplemented, amended and restated or otherwise modified
and in effect from time to time, the “Intercreditor Agreement”) between Citibank,
N.A., as Priority Lien Agent for the Priority Lien Secured Parties (as defined therein), and U.S. BANK NATIONAL ASSOCIATION,
as Second Lien Collateral Agent for the Second Lien Secured Parties (as defined therein).


 


Capitalized terms used
but not otherwise defined herein shall have the meaning set forth in the Intercreditor Agreement. This Priority Confirmation Joinder
is being executed and delivered pursuant to Section 4.04 [(a)][(b)] 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
agent] [administrative agent] [collateral agent] under that certain [describe 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 Credit 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 Credit Facility] [a Second Lien Collateral Agent under a Second Lien Substitute Facility] [Secured Debt Representative]
[Second Lien 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:


 


[Address];


 


2.           Priority
Confirmation.


 


[Option A: to be
used if additional debt constitutes Priority Lien 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 [Second Lien Representative][Second Lien Collateral Agent] hereby agrees, for the benefit of
all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under
the Intercreditor Agreement, that:


 




    	 	 Exhibit A - 1	[Vanguard Intercreditor Agreement]



     

    

 


(a)         all
Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Issuers 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
Agent 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 Second Lien 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 Second Lien Representative appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement
and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent 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.          Full
Force and Effect of Intercreditor Agreement. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain
in full force and effect.


 


4.          Governing
Law and Miscellaneous Provisions. The provisions of Article IX of the Intercreditor Agreement will apply with like
effect to this Priority Confirmation Joinder.


 


5.          Expenses.
The Issuers agree to reimburse each Secured Debt Representative for its reasonable out of pocket expenses in connection with this
Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.


 




    	 	 Exhibit A - 2	[Vanguard Intercreditor Agreement]



     

    

 


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


 


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


 


The Priority Lien Agent hereby acknowledges
receipt of this 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:	 


 


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


 


	 	 
	 	as Second Lien Collateral Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	 Exhibit A - 3	[Vanguard Intercreditor Agreement]



     

    

 


	 	Acknowledged and Agreed to by:
	 	 
	 	VANGUARD NATURAL GAS, LLC, as Borrower
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VNR FINANCE CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	 Exhibit A - 4	[Vanguard Intercreditor Agreement]



     

    

 


EXHIBIT B

to Intercreditor Agreement


 


SECURITY DOCUMENTS


 


PART A.


 


List of Priority Lien Security Documents


 


		1.	Security Agreement dated as of September 30, 2011
among Vanguard Natural Gas, LLC, each of the other Grantors party thereto, and the Priority Lien Agent as Administrative Agent
for the Priority Lien Secured Parties.



 


		2.	Each mortgage and deed of trust entered into as of September 30,
2011 and thereafter, executed and delivered by Vanguard Natural Gas, LLC or any other Grantor creating (or purporting to create)
a Lien upon Collateral in favor of the Priority Lien Agent, to secure the Priority Lien Obligations, except to the extent released
by the Priority Lien Agent in accordance with this Agreement and the Priority Lien Security Documents.



 


		3.	Each UCC Financing Statement filed in connection with the
documents listed in items 1 and 2 of this Part A.



 


PART B.


 


List of Indenture Second Lien Security
Documents


 


		1.	Second Lien Security Agreement, dated as of February 10,
2016, by and among Vanguard Natural Gas, LLC, each of the other Grantors party thereto, and U.S. Bank National Association, as
Collateral Agent, for the ratable benefit of the Secured Parties (as defined therein).



 


		2.	Each mortgage and deed of trust entered into on or after
the date hereof, executed and delivered by Vanguard Natural Gas, LLC or any other Grantor creating (or purporting to create) a
Lien upon Collateral in favor of the Second Lien Collateral Agent, to secure the Second Lien Obligations, except to the extent
released by the Second Lien Collateral Agent in accordance with this Agreement and the Second Lien Security Documents.



 


		3.	Each UCC Financing Statement filed in connection with the
documents listed in items 1 and 2 of this Part B.



 




    	 	 Exhibit B - 1	[Vanguard Intercreditor Agreement]