Exhibit 10.5


  





 



 


AMENDED AND RESTATED INTERCREDITOR
AGREEMENT


 


dated as of August 1, 2017 between


 


Citibank, N.A.,

as Priority Lien Agent,


 


and


 


Delaware Trust Company,

as Second Lien Collateral Trustee


 


And acknowledged and agreed to by

the Parent Company, Vanguard and

the Grantors on the signature pages hereto


 





 



 


THIS IS THE AMENDED
AND RESTATED INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE AMENDED AND RESTATED INDENTURE DATED AS OF AUGUST 1, 2017 AS AMENDED,
RESTATED, AMENDED AND RESTATED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS HEREOF,
AMONG VANGUARD NATURAL RESOURCES, INC. (FORMERLY KNOWN AS VNR FINANCE CORP.), CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY
THERETO AND DELAWARE TRUST COMPANY, AS TRUSTEE AND COLLATERAL TRUSTEE, (B) THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED
AS OF AUGUST 1, 2017 AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO
TIME, AMONG VANGUARD NATURAL GAS, LLC, VANGUARD NATURAL RESOURCES, INC. (FORMERLY KNOWN AS VNR FINANCE CORP.), 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 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT.


 





 






 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 
	Section 1.01	Construction; Certain Defined Terms	1
	 	 	 
	ARTICLE II	LIEN PRIORITIES	13
	 	 	 
	Section 2.01	Relative Priorities	13
	Section 2.02	Prohibition on Contesting Liens	14
	Section 2.03	No New Liens	15
	Section 2.04	Similar Collateral and Agreements	15
	Section 2.05	No Duties of Priority Lien Agent	16
	Section 2.06	No Duties of Second Lien Collateral Trustee	16
	 	 	 
	ARTICLE III	ENFORCEMENT RIGHTS; PURCHASE OPTION	17
	 	 	 
	Section 3.01	Limitation on Enforcement Action	17
	Section 3.02	Standstill Periods; Permitted Enforcement Action	17
	Section 3.03	Insurance	18
	Section 3.04	Notification of Release of Collateral	19
	Section 3.05	No Interference; Payment Over	19
	Section 3.06	Purchase Option	20
	 	 	 
	ARTICLE IV	OTHER AGREEMENTS	23
	 	 	 
	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	28
	Section 4.04	Replacement of Priority Lien Obligations	29
	Section 4.05	Amendments to Second Lien Documents	29
	Section 4.06	Legends	30
	Section 4.07	Second Lien Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor	30
	Section 4.08	Postponement of Subrogation	30
	Section 4.09	Acknowledgment by the Secured Debt Representatives	30
	 	 	 
	ARTICLE V	GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS	31
	 	 	 
	Section 5.01	General	31
	Section 5.02	Deposit Accounts	31


 




    	 	i 	 



     


    

 


	ARTICLE VI	APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS	32
	 	 	 
	Section 6.01	Application of Proceeds	32
	Section 6.02	Determination of Amounts	32
	 	 	 
	ARTICLE VII	NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE; CONSENT OF GRANTORS; ETC.	32
	 	 	 
	Section 7.01	No Reliance; Information	32
	Section 7.02	No Warranties or Liability	33
	Section 7.03	Obligations Absolute	34
	Section 7.04	Grantors Consent	34
	 	 	 
	ARTICLE VIII	REPRESENTATIONS AND WARRANTIES	34
	 	 	 
	Section 8.01	Representations and Warranties of Each Party	34
	Section 8.02	Representations and Warranties of Each Representative	35
	 	 	 
	ARTICLE IX	MISCELLANEOUS	35
	 	 	 
	Section 9.01	Notices	35
	Section 9.02	Waivers; Amendment	36
	Section 9.03	Actions Upon Breach; Specific Performance	36
	Section 9.04	Parties in Interest	37
	Section 9.05	Survival of Agreement	37
	Section 9.06	Counterparts	37
	Section 9.07	Severability	37
	Section 9.08	Governing Law; Jurisdiction; Consent to Service of Process	37
	Section 9.09	WAIVER OF JURY TRIAL	38
	Section 9.10	Headings	38
	Section 9.11	Conflicts	38
	Section 9.12	Provisions Solely to Define Relative Rights	39
	Section 9.13	Certain Terms Concerning the Second Lien Collateral Trustee	39
	Section 9.14	Certain Terms Concerning the Priority Lien Agent and the Second Lien Collateral Trustee	39
	Section 9.15	Authorization of Secured Agents	40
	Section 9.16	Further Assurances	40
	Section 9.17	Relationship of Secured Parties	40








 


Annex and Exhibits


 


Annex I


 


	Exhibit A	Form of Priority Confirmation Joinder
	Exhibit B	Security Documents


 




    	 	ii 	 



     


    

 


AMENDED AND RESTATED
INTERCREDITOR AGREEMENT, dated as of August 1, 2017 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time in accordance with the terms hereof, this “Agreement”), between Citibank, N.A. (“Citibank”),
as administrative agent and collateral agent for the Priority Lien Secured Parties (defined below) (in such capacity, and together
with its successors and assigns in such capacity, the “Original Priority Lien Agent”) and Delaware Trust Company,
in its capacity as collateral trustee for the Second Lien Secured Parties (defined below) (in such capacity, and together with
its successors in such capacity, the “Second Lien Collateral Trustee”), and acknowledged and agreed to by Vanguard
Natural Resources, Inc. (the “Parent Company”), Vanguard Natural Gas, LLC (“Vanguard”) and
the other Grantors (defined below) on the signature pages hereto.


 


In consideration of
the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Priority Lien Agent (for itself and on behalf of the Priority Lien Secured Parties), the Second Lien Collateral
Trustee (for itself and on behalf of the Second Lien Secured Parties) and the Grantors 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,
restated, amended and restated, 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 permitted 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.


 


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


 




    	 	 	 



     


    

 


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


 


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


 


“Bank Product”
means each and any of the following bank services and products provided to any Grantor by any lender party to the Priority Credit
Agreement and/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 any 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: (a) with respect to a corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board; (b) with respect to a partnership, the Board of Directors of the general partner
of the partnership; (c) with respect to a limited liability company, the manager or managers, or if there are no managers of such
limited liability company, the managing member or members or any controlling committee of managers or managing members thereof,
as the case may be; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.


 


“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.


 




    	2	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


“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;


 


(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.


 


“Collateral”
means, collectively, 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 facilities arising under 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).


 




    	3	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


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


 


(a)          termination
or expiration of all commitments to extend credit under any Priority Lien Document which, if extended, would constitute Priority
Lien Debt;


 


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


 


(c)          discharge
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;


 


(d)          payment
in full in cash of Hedging Obligations owing, or to be owing, by any Grantor to any counterparty that is a party to any Hedging
Agreement entered into by any Grantor and which Hedging Obligations are secured by Priority Liens (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); and


 


(e)          payment
in full in cash of all other Priority Lien Obligations, including without limitation, then-outstanding Priority Lien Obligations
arising under Secured Treasury Management Agreements (other than any Priority Lien Obligations in the form of 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, any Grantor enters into any Priority Lien Document evidencing a Priority
Lien Obligation and the incurrence of such Priority Lien Obligation is not prohibited by the applicable Second Lien Documents,
then such Discharge of Priority Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement
with respect to such new Priority Lien Obligations (other than with respect to any actions taken as a result of the occurrence
of such first Discharge of Priority Lien Obligations), and, from and after the date on which the Parent Company designates any
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, and any Second Lien Obligations
shall be deemed to have been at all times Second Lien Obligations and at no time Priority Lien Obligations. For the avoidance of
doubt, a Replacement as contemplated by Section 4.04(a) shall not be deemed to cause a Discharge of Priority Lien Obligations.


 


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


 




    	4	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


“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).


 


“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 the Parent Company, Vanguard and each other subsidiary of the Parent Company that shall have granted any Lien in favor of
any of the Priority Lien Agent or the Second Lien Collateral Trustee on any of its Property to secure any 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.


 


“Hedging Obligations”
means, with respect to any Grantor, the obligations of such Grantor under any 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.


 




    	5	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


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


 


“Insolvency
or Liquidation Proceeding” means:


 


(a)          any
case commenced by or against the Parent Company, Vanguard 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
the Parent Company, Vanguard or any other Grantor, any receivership or assignment for the benefit of creditors relating to the
Parent Company, Vanguard or any other Grantor or any similar case or proceeding relative to the Parent Company, Vanguard or any
other Grantor or its creditors, as such, in each case whether or not voluntary;


 


(b)          any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Parent Company, Vanguard
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 the Parent Company, Vanguard 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”.


 


“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 accrued and unpaid interest at the default
rate and any interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including
any applicable post-default rate, specified in the Priority Lien Documents or Second Lien Documents, even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding), make-whole amounts, premium (if any), fees, indemnifications,
reimbursements, expenses and other liabilities payable under the documentation governing any indebtedness.


 




    	6	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


“Officers’
Certificate” means a certificate signed by two officers of Vanguard or the Parent Company, 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;


 


(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.


 




    	7	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


“Opinion of
Counsel” means an opinion from legal counsel who is reasonably acceptable to the Second Lien Collateral Trustee.


 


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


 


“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 Fourth Amended and Restated Credit Agreement, dated as of August 1, 2017, among Vanguard,
the Parent Company, 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, replaced, refinanced 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.


 


“Priority
Lien” means a Lien granted by the Parent Company, Vanguard and any other Grantor in favor of the Priority Lien Agent,
at any time, upon any Property of the Parent Company, 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 (or substantially equivalent term) evidenced thereunder or governed thereby, in each case, together with
its successors in such capacity.


 


“Priority
Lien Collateral” shall mean all “Collateral” (or substantially equivalent term), 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, Priority Lien Obligations.


 




    	8	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


“Priority
Lien Credit Obligations” means all Priority Lien Obligations other than those Hedging Obligations and Bank Product Obligations
secured by Priority Liens.


 


“Priority
Lien Debt” means all Priority Lien Obligations other than Bank Product Obligations.


 


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


 


“Priority
Lien Obligations” shall mean (a) all obligations (including guaranty obligations) of every nature of each Grantor, from
time to time owed to the Priority Lien Secured Parties or any of them, under any Priority Lien Document (including any Priority
Lien Document in respect of a Replacement of any Priority Lien Obligations), including all “Secured Obligations” or
similar term as defined in the Priority Lien Credit Agreement and whether for principal, premium, interest (including interest
and fees which, but for the filing of a petition in bankruptcy with respect to such Person would have accrued on any Priority Lien
Obligation (including any Replacement of any Priority Lien Obligations) at the rate provided in the respective documentation, whether
or not a claim is allowed against the Parent Company or any of its Subsidiaries for such interest in the related bankruptcy proceeding),
reimbursement of amounts drawn under (and obligations to cash collateralize) letters of credit, fees, expenses, indemnification
or otherwise and (b) Bank Product Obligations and Hedging Obligations, in each case, that are secured (or purported to be secured
by) Priority Liens.


 


“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, (a) the Priority Lien Agent, each lender and issuing bank under the Priority
Credit Agreement, (b) each counterparty, holder, provider or obligee of any Hedging Obligations and Bank Product Obligations, in
each case, that is or was a lender (or an Affiliate of a Lender) under the Priority Credit Agreement (or an Affiliate thereof),
at the time of the incurrence of, or the entry into, the applicable Hedging Agreements or that is or was provider or obligee of
any Hedging Obligations arising under Hedge Agreements with any Grantor after the Petition Date (as defined in the Priority Lien
Credit Agreement) and prior to the date hereof, in each case, to the extent secured by Priority Liens at the time of the incurrence
of Bank Product Obligations secured by Priority Liens, (c) the beneficiaries of each indemnification obligation undertaken by any
Grantor under any Priority Lien Document, (d) each other Person that provides letters of credit, guarantees or other credit support
related thereto or is a holder or obligee of loans under any Priority Lien Document or under any Priority Substitute Credit Facility
or any holder or obligee of any Hedging Obligations or Bank Product Obligations as described in clause (b) above.


 




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“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 the Parent Company or any other Grantor creating (or purporting to create) a Lien upon Collateral
in favor of the Priority Lien Agent (including any such agreements, assignments, mortgages, deeds of trust and other documents
or instruments associated with any Priority Substitute Credit Facility).


 


“Priority
Liens” means the Liens granted pursuant to any Priority Lien Document to the Priority Lien Agent at any time and from
time to time upon any property or assets of any Grantor to secure any of the Priority Lien Obligations.


 


“Priority
Substitute Credit Facility” means (i) any Credit Facility satisfying the requirements contained in Section 4.04(a)
of this Agreement or (ii) any DIP Financing satisfying the requirements contained in Section 4.02(b) of this Agreement,
that, in each case, Replaces any outstanding Indebtedness arising under any Priority Lien Documents. 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 Credit 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).


 


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


 


“Second Lien”
means a Lien granted by a Second Lien Document to the Second Lien Collateral Trustee, at any time, upon any property or assets
of any Grantor to secure Second Lien Obligations.


 


“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.


 




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“Second Lien
Collateral Trust Agreement” means the Amended and Restated Collateral Trust Agreement, dated as of August 1, 2017,
by and among Vanguard Natural Resources, Inc. (f/k/a VNR Finance Corp.), the Grantors and Guarantors from time to time party thereto,
Delaware Trust Company, as Trustee thereunder and as defined therein and Collateral Trustee thereunder and as defined therein from
time to time party thereto, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from
time to time, in accordance with each applicable Second Lien Document.


 


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


 


“Second Lien
Credit Bid Rights” shall mean, in respect of any order relating to a sale of assets constituting Collateral in any Insolvency
or Liquidation Proceeding, that (i) such order grants the Second Lien Collateral Trustee and the Second Lien Secured Parties (individually
and in any combination, subject to the terms of the Second Lien Documents) the right to bid at the sale of such assets and the
right to offset their claims secured by Second Liens upon such assets against the purchase price of such assets if (A) the bid
of the Second Lien Collateral Trustee or such Second Lien Secured Parties is the highest bid or otherwise determined by a court
to be the best offer at a sale, (B) the Second Lien Collateral Trustee or such Second Lien Secured Parties provide evidence of
financing adequate to close the sale and (C) the bid of the Second Lien Collateral Trustee or such Second Lien Secured Parties
includes a cash purchase price component payable at the closing of the sale in an amount that would be sufficient on the date of
the closing of the sale, if such amount were applied to such payment on such date, to pay or satisfy in full in cash all unpaid
Priority Lien Obligations (including the discharge, cash collateralization or back- stopping of all outstanding letters of credit
constituting Priority Lien Obligations) and to satisfy all Liens entitled to priority over the Priority Liens that attach to the
Proceeds of the sale, and such order requires such amount to be so applied and (ii) such order allows the claims of the Second
Lien Collateral Trustee and the Second Lien Secured Parties in such Insolvency or Liquidation Proceeding to the extent required
for the grant of such rights.


 


“Second Lien
Debt” means the indebtedness under the Second Lien Indenture Notes issued on the date hereof and guarantees thereof.


 


“Second Lien
Debt Cap” means $80,722,487.00 (i) plus any accrued and unpaid interest and premium on the indebtedness arising
under the Second Lien Documents, (ii) plus reasonable fees and expenses incurred by the Grantors in connection with, and payable
pursuant to, the Second Lien Documents and (iii) minus the aggregate amount of all mandatory prepayment of the principal of
the Second Lien Obligations.


 


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


 


“Second Lien
Indenture” means the Amended and Restated Indenture, dated as of August 1, 2017, among Vanguard Natural Resources,
Inc. (formerly known as VNR Finance Corp.), the Guarantors thereunder and as defined therein party thereto from time to time, the
Second Lien Collateral Trustee and the Second Lien Trustee, as amended, restated, supplemented or otherwise modified from time
to time in accordance with the terms hereof unless restricted by the terms of this Agreement.


 




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“Second Lien
Indenture Notes” means the 9.0% Senior Secured Second Lien Notes due 2024 issued on the date hereof under the Second
Lien Indenture on the date hereof.


 


“Second Lien
Obligations” means all Obligations (including guaranty obligations) of every nature of each Grantor, from time to time
owed to the Second Lien Secured Parties or any of them, under any Second Lien Document, including all “Secured Obligations”
or similar term as defined in the Second Lien Indenture and whether for principal, premium, interest (including interest which,
but for the filing of a petition in bankruptcy with respect to such Person, would have accrued on any Second Lien Obligation at
the rate provided in the respective documentation, whether or not a claim is allowed against the Parent Company or any of its subsidiaries
for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.


 


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


 


“Second Lien
Representative” means in the case of the Second Lien Indenture Notes, the Second Lien Trustee.


 


“Second Lien
Secured Parties” means, at any time, the Second Lien Trustee, the Second Lien Collateral Trustee, the trustees, agents
and other representatives of the holders of the Second Lien Indenture Notes who maintains the transfer register for such Second
Lien Indenture Notes, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Second Lien Document,
and each other holder of, or obligee in respect of, any Second Lien Indenture Notes or any other Second Lien Document outstanding
at such time.


 


“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 the Parent Company or
any other Grantor creating (or purporting to create) a Second Lien.


 


“Second Lien
Trustee” means Delaware Trust Company, in its capacity as trustee under the Second Lien Indenture, and 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.


 




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


 


“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.


 


“subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which more than 50.0% of the total voting power of shares of stock or other ownership interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees
or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of
such Person or a combination thereof; provided, that in determining the percentage of ownership interests of any Person
controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall
be deemed to be outstanding.


 


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


 


“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.


 


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.


 




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(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 any Priority Lien or
Second 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, any Priority Lien or Second 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 any Priority Lien to a Lien securing another obligation of any Grantor or any other Person that is
permitted under the Priority Lien Documents as in effect on the date hereof or securing any DIP Financing, or the subordination
of any Second Lien to a Lien securing another obligation of any Grantor 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 Trustee, on behalf
of itself and the other Second Lien Secured Parties, hereby agrees that (A) 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 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.


 


(c)          It
is acknowledged that (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 Replaced, increased,
extended, renewed, 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.


 


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


 




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


 


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


 




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Section 2.05         No
Duties of Priority Lien Agent. The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party,
acknowledges and agrees that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duties or
other obligations to any such Second Lien Secured Party with respect to any Collateral, other than to transfer to the Second Lien
Collateral Trustee any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral remaining
in its possession following the associated Discharge of Priority Lien Obligations, in each case without representation or warranty
on the part of the Priority Lien Agent or any Priority Lien Secured Party. In furtherance of the foregoing, each Second Lien Secured
Party acknowledges and agrees that until the Discharge of Priority Lien Obligations (subject to the terms of Section 3.02,
including the rights of the Second Lien Secured Parties following 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 Trustee or any Second Lien Secured Party would otherwise be entitled as a result of such Second
Lien. Without limiting the foregoing, each Second Lien Secured Party, agrees that neither the Priority Lien Agent nor any other
Priority Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Collateral, or to sell,
Dispose of or otherwise liquidate all or any portion of such Collateral, in any manner that would maximize the return to the Second
Lien Secured Parties, notwithstanding that the order and timing of any such realization, sale, Disposition or liquidation may affect
the amount of proceeds actually received by the Second Lien Secured Parties from such realization, sale, Disposition or liquidation.
Each of the Second Lien Secured Parties waives any claim such Second Lien Secured Party may now or hereafter have against the Priority
Lien Agent or any other Priority Lien Secured Party arising out of any actions which the Priority Lien Agent or 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 Trustee. The Priority Lien Agent, for itself and on behalf of each Priority Lien Secured Party,
acknowledges and agrees that neither the Second Lien Collateral Trustee 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 Trustee, for itself
and on behalf of each other Second Lien Secured Party, hereby agrees that, subject to Section 3.02, Section 3.05(b)
and Section 4.07, neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall commence any
judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official
appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise
take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Collateral
securing any Second Lien Obligations, applicable law or otherwise (including but not limited to any right of setoff), it being
agreed that 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 Trustee or any other Second
Lien Secured Party. In exercising rights and remedies with respect to the Collateral, the Priority Lien Agent and the other Priority
Lien Secured Parties may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order
and in such manner as they may determine in their sole discretion 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, securities accounts and commodities accounts (collectively “Accounts”),
including exercising rights under control agreements with respect to such Accounts. The Second Lien Collateral Trustee, for itself
and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction
contained in any Second Lien Security Document or any other Second Lien Document shall be deemed to restrict in any way the rights
and remedies of the Priority Lien Agent or the other Priority Lien Secured Parties with respect to the Collateral as set forth
in this Agreement. Notwithstanding the foregoing, subject to Section 3.05, the Second Lien Collateral Trustee, 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 (i) with respect to any Second Lien Credit Bid Rights
or (ii) to file a proof of claim with respect to any 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 Trustee has delivered to the Priority Lien Agent written notice
of the acceleration of all outstanding Second Lien Debt (and requesting enforcement action in respect of the Collateral) (the “Standstill
Period”), so long as such acceleration is not rescinded, the Second Lien Collateral Trustee and the other Second Lien
Secured Parties may enforce or exercise any rights or remedies with respect to any Collateral; provided, however
that notwithstanding the expiration of the Standstill Period or anything in the Second Lien Documents to the contrary, in no event
may the Second Lien Collateral Trustee or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect
to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution
for, any such action or proceeding, if the Priority Lien Agent on behalf of 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 in any Insolvency or Liquidation Proceeding to enable the
commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or any material portion
of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Lien Trustee and the
Second Lien Collateral Trustee 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 Trustee shall have commenced the enforcement or exercise of any rights or remedies with respect
to any material portion of the Collateral or any such action or proceeding, then for so long as the Second Lien Collateral Trustee
is diligently pursuing such rights or remedies, neither any Priority Lien Secured Party nor the Priority Lien Agent shall take
any action of a similar nature (other than a joinder in connection with such action or proceeding as may reasonably be considered
necessary to preserve the rights of the Priority Lien Secured Parties therein) with respect to such Collateral, or commence, join
with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding.


 




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Section 3.03         Insurance.
Unless and until the Discharge of Priority Lien Obligations has occurred (subject to the terms of Section 3.02, including
the rights of the Second Lien Secured Parties following expiration of 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 that are secured by Priority Liens).
If the Second Lien Collateral Trustee or any Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance
policy or any such award or payment in contravention of the foregoing, it shall pay such proceeds over to the Priority Lien Agent.
In addition, if by virtue of being named as an additional insured or loss payee of any insurance policy of any Grantor covering
any of the Collateral, the Second Lien Collateral Trustee or any other Second Lien Secured Party, shall have the right to adjust
or settle any claim under any such insurance policy, then unless and until the Discharge of Priority Lien Obligations has occurred,
the Second Lien Collateral Trustee and any such Second Lien Secured Party shall follow the instructions of the Priority Lien Agent,
or of the Grantors under the Priority Lien Documents to the extent the Priority Lien Documents grant such Grantors the right to
adjust or settle such claims, with respect to such adjustment or settlement (subject to the terms of Section 3.02, including
the rights of the Second Lien Secured Parties following expiration of any applicable Standstill Period).


 




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


 


Section 3.05         No
Interference; Payment Over.


 


(a)          No
Interference. The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that each
Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to
make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative
to, any Priority Lien with respect to the Collateral or any part thereof, (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.


 




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


 


Section 3.06         Purchase
Option.


 


(a)          After
the expiration of any Standstill Period, but subject to the timing requirements in this Section 3.06, acceleration of the
Priority Lien Obligations, each of the holders of the Second Lien Debt and each of their respective designated Affiliates (such
Second Lien Secured Parties exercising the purchase option set forth in this Section 3.06, 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 obligations in respect of unfunded commitments) and (B) if applicable,
all outstanding loans and all obligations in respect of unfunded commitments (and related obligations, including interest, fees
and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing, in each case, 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 the 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 written notice from the Priority Lien Agent, the Second Lien Purchasers deliver 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 obligations in respect of unfunded commitments) 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.


 




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(b)          On
the date specified by 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) 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:


 


(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) 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 any 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 are secured by Priority Liens, the Second
Lien Purchasers shall cause the applicable Hedge Agreement to be assigned, purchased and novated or, if such Hedge Agreement has
been terminated, such purchase price shall include an amount equal to the sum of any unpaid amounts then due in respect of such
Hedge Agreement, 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;


 


(iii)        all
agreements and documentation required by the Priority Lien Agent evidencing its resignation, effective as of the date of such purchase,
as agent under the Priority Lien Documents; and


 




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(iv)        any
agreements, documents or instruments which the Priority Lien Agent may reasonably request pursuant to which 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 Second Lien Purchasers holding a majority in aggregate
principal amount of the all Second Lien Obligations 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 according
to each such Second Lien Purchaser’s portion of the Second Lien Obligations 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 Purchasers 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 or holds (directly or indirectly) 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.


 


(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 Obligations had not been made, but only the
Person or successor agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise
enforce the Priority Liens and only the 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.


 




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(f)          Each
Grantor irrevocably consents to any assignment made to one or more Second Lien Purchasers effected 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
Trustee, 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 any 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; 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) 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
Trustee no less than 10 Business Days advance written notice of any proposed release pursuant to clause (ii) (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 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 any holders of Second Lien Obligations 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 Obligations and other obligations contemplated by Section 3.06.


 


(b)          Upon
receipt of an Officers’ Certificate and an Opinion of Counsel from the Parent Company as required pursuant to Section 4.1(b)
of the Second Lien Collateral Trust Agreement, the Second Lien Collateral Trustee agrees to execute and deliver (at the sole cost
and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Priority Lien Agent
to evidence and confirm any release of Collateral provided for in this Section 4.01.


 




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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 the Parent Company or any of its 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 the Parent Company 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
the Parent Company or any of its 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 Trustee, for itself and on behalf of each other 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) such DIP Financing Liens are neither senior to, nor rank pari passu with, the
Priority Liens upon any property of the estate in such Insolvency or Liquidation Proceeding or (C) 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 and (II) fifteen percent (15%) of the amount of then outstanding Priority Lien Debt, or (D) 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 Trustee will, for itself and on behalf
of the other Second Lien Secured Parties, subordinate the Second Liens on the Collateral to the Priority Liens and to such DIP
Financing Liens, so long as the Second Lien Collateral Trustee, on behalf of the Second Lien Secured Parties, retains Liens on
all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, with
the same priority as existed prior to the commencement of the case under the Bankruptcy Code.


 


(c)          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 Trustee, for itself and on behalf of each Second Lien Secured Party, agrees not to propose,
support or enter into any DIP Financing.


 




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(d)          The
Second Lien Collateral Trustee, 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 any holders of the Second Lien Obligations 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
Trustee 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 Obligations and other obligations contemplated by Section 3.06.


 


(e)          The
Second Lien Collateral Trustee, 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 Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second
Lien Collateral Trustee nor any other Second Lien Secured Party will object to, oppose or contest (or join with or support any
other party objecting to, opposing or contesting) in any Insolvency or Liquidation Proceeding (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;


 


(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; and


 




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(C)         in
the event that the Priority Lien Secured Parties are granted adequate protection in any Insolvency or Liquidation Proceeding in
the form of a superpriority or other administrative expense claim in connection with any DIP Financing or use of cash collateral
that constitutes Collateral, then the Priority Lien Agent agrees that the Second Lien Collateral Trustee, on behalf of itself or
any of the Second Lien Secured Parties, shall also be entitled to seek, subject to any objection filed by the Priority Lien Agent,
adequate protection in the form of a superpriority or other administrative expense claim (as applicable), which superpriority or
other administrative expense claim, if obtained, shall be treated as proceeds of Collateral for all purposes under this Agreement
and shall be subordinate to the superpriority or other administrative expense claim of the Priority Lien Secured Parties.


 


(g)          Notwithstanding
the foregoing provisions in this Section 4.02, in any Insolvency or Liquidation Proceeding, in the event that the Priority
Lien Agent, on behalf of itself or any of the Priority Lien Secured Parties, is granted adequate protection with respect to the
Collateral in the form of (i) additional collateral (even if such collateral is not of a type which would otherwise have constituted
Collateral), then the Priority Lien Agent, on behalf of itself and the Priority Lien Secured Parties, agrees that the Second Lien
Collateral Trustee, on behalf of itself or any of the Second Lien Secured Parties, may seek or request (and the Priority Lien Secured
Parties will not oppose such request) adequate protection with respect to its interests in such Collateral in the form of a Lien
on the same additional collateral, which Lien will be subordinated to the Liens securing the Priority Lien Obligations on the same
basis as the other Liens of the Second Lien Collateral Trustee on the Collateral, or (ii) cash payments of interest and reasonable
fees and expenses of the Priority Lien Secured Parties in connection with their interest in the Collateral, then the Second Lien
Collateral Trustee, on its own behalf and on behalf of the other Second Lien Secured Parties, may, subject to any objection filed
by the Priority Lien Agent, seek or request cash payments of interest and reasonable fees and expenses of the Second Lien Secured
Parties in connection with their interest in the Collateral.


 


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


 


(i)          The
Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency
or Liquidation Proceeding, neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall support or
vote to accept any plan of reorganization or disclosure statement of the Parent Company or any other Grantor unless (i) such plan
is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise
provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest, fees and expenses
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 Trustee are only on property
securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property,
respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein, the Second Lien Secured
Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding.


 




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(j)          The
Second Lien Collateral Trustee, 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 Trustee 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 the Priority Lien Agent’s sole discretion.


 


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


 


(l)          Without
the express written consent of the Priority Lien Agent, which consent is in the Priority Lien Agent’s sole discretion, neither
the Second Lien Collateral Trustee 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, premiums (or similar) or expenses, or to the cash
collateralization of letters of credit under Section 506(b) of the Bankruptcy Code.


 




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(m)          Notwithstanding
anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien
encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Trustee, for itself and on behalf
of each other Second Lien Secured Party, agrees that, any distribution or recovery they may receive with respect to, or allocable
to, the value of the assets constituting Collateral subject to an enforceable Lien in favor of the Second Lien Secured Parties
or any proceeds thereof shall 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 Trustee that it has not otherwise
sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct. The Second Lien Collateral Trustee, for itself and on
behalf of each other Second Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or agent of the Priority
Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of
carrying out the provisions of this Section 4.02(l) 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(l), which appointment is irrevocable
and coupled with an interest.


 


(n)          The
Second Lien Collateral Trustee, 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 Trustee 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.


 


(o)          Without
the consent of the Priority Lien Agent which is in its sole discretion, the Second Lien Collateral Trustee, 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 any Grantor or any of their respective subsidiaries.


 


(p)          The
Second Lien Collateral Trustee, 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 Trustee, for itself and on
behalf of each other Second Lien Secured Party, agrees that if, at any time, any Second Lien Secured Party receives notice of any
Recovery, such 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 Trustee or any other Second Lien Secured Party and then in its possession or
under its control on account of the Second Lien Obligations, after the termination of this Agreement shall, in the event of a reinstatement
of this Agreement pursuant to this Section 4.03, be held in trust for and paid over to the Priority Lien Agent for the benefit
of the Priority Lien Secured Parties for application to the reinstated Priority Lien Obligations until the discharge thereof. This
Section 4.03 shall survive termination of this Agreement.


 




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Section 4.04         Replacement
of Priority Lien Obligations.


 


(a)          The
Priority Lien Obligations may be Replaced, by any Priority Substitute Credit Facility without notice to, or the consent of any
Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, that
(i) the Priority Lien Agent and the Second Lien Collateral Trustee shall receive on or prior to incurrence of a Priority Substitute
Credit Facility (A) an Officers’ Certificate and an Opinion of Counsel from the Parent Company stating that (I) the incurrence
thereof is permitted by each Secured Debt Document 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), and (ii) on or before
the date of such incurrence, such Priority Substitute Credit Facility is designated by the Parent Company, in an Officers’
Certificate delivered to the Priority Lien Agent and the Second Lien Collateral Trustee, as “Priority Lien Obligations”
for the purposes of the Secured Debt Documents and this Agreement.


 


(b)          [Reserved.]


 


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


 


Each of the then-exiting Priority Lien
Agent and the Second Lien Collateral Trustee shall be authorized to execute and deliver such documents and agreements (including
amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request
to give effect to any such Replacement, it being understood that the Priority Lien Agent and the Second Lien Collateral Trustee
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 all at
the expense of the Grantors. Upon the consummation of such Replacement and the execution and delivery of the documents and agreements
contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other
representative thereof shall be entitled to the benefits of this Agreement.


 


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 Replaced, 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 Trustee or any other Second Lien Secured Party in a manner adverse to the Priority
Lien Secured Parties, (iv) cause the total Second Lien Obligations to exceed the Second Lien Debt Cap or (v) contravene the provisions
of this Agreement or the Priority Lien Documents.


 




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


 


Section 4.07         Second
Lien Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor. Both before and during an Insolvency or Liquidation
Proceeding, any of the Second Lien Secured Parties may take any actions and exercise any and all rights that would be available
to a holder of unsecured claims; 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 Trustee, 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 or the Grantors upon request for payment thereof.


 


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 Trustee, 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.


 




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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 sub-collateral agent and gratuitous bailee for the Second Lien Collateral Trustee for the
sole purpose of perfecting the Second Lien of the Second Lien Collateral Trustee on such Collateral. It is agreed that the obligations
of the Priority Lien Agent and the rights of the Second Lien Collateral Trustee and the other Second Lien Secured Parties in connection
with any such bailment arrangement will be in all respects subject to the provisions of Article II. Notwithstanding anything
to the contrary herein, the Priority Lien Agent will be deemed to make no representation as to the adequacy of the steps taken
by it to perfect the Second Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to the
Second Lien Collateral Trustee, 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 Trustee or any Second
Lien Secured Party. Subject to Section 4.03, from and after the Discharge of Priority Lien Obligations, the Priority
Lien Agent shall take all such actions in its power as shall reasonably be requested by the Second Lien Collateral Trustee (at
the sole cost and expense of the Grantors) to transfer possession or control of such Collateral or any such Account (in each case
to the extent the Second Lien Collateral Trustee has a Lien on such Collateral or Account after giving effect to any prior or concurrent
releases of Liens) to the Second Lien Collateral Trustee for the benefit of all Second Lien Secured Parties.


 


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


 




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ARTICLE
VI

APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS


 


Section 6.01         Application
of Proceeds. All payments received by the Priority Lien Agent or other Priority Lien Secured Parties may be applied, reversed
and reapplied, in whole or in part, to such part of the Priority Lien Obligations as the Priority Lien Secured Parties, in their
sole discretion, deem appropriate, subject to the terms of the Priority Lien Documents. Further, 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 to the payment in full in cash of all Priority Lien Obligations that are not Excess Priority Lien Obligations.


 


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
Parent Company. Each Secured Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination
made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction)
and shall have no liability to the Parent Company or any of its subsidiaries, any Secured Party or any other Person as a result
of such determination.


 


ARTICLE
VII

NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE;

CONSENT OF GRANTORS; ETC.


 


Section 7.01         No
Reliance; Information. The Priority Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose
to any Second Lien Secured Party or to any Priority Lien Secured Party, respectively, any information relating to the Parent Company
or any of the other Grantors, or any other circumstance bearing upon the risk of non-payment of any of the Priority Lien Obligations
or the Second Priority Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates.
In the event any Priority Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or
from time to time to provide any such information to, respectively, any Second Lien Secured Party or any Priority Lien Secured
Party, it shall be under no obligation (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.


 




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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 Trustee nor any other
Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution,
validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral
or the perfection or priority of any Liens thereon.


 


(b)          The
Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that,
except for the representations and warranties set forth in Article VIII, neither the Priority Lien Agent nor any other Priority
Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity,
legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral
or the perfection or priority of any Liens thereon.


 


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


 




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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 Trustee and the other Second
Lien Secured Parties shall remain in full force and effect irrespective of:


 


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


 


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


 


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


 


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


 


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


 


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


 


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.


 




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(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 Trustee represents and
warrants to the other parties hereto that it is authorized under the Priority Credit Agreement, the Second Lien Indenture 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:


 


	(a)	if to the 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 Second Lien Trustee, to it at:
	 	 
	 	Delaware Trust Company
	 	251 Little Falls Drive
	 	Wilmington, DE 19808
	 	Facsimile No.:  (302) 636-8666
	 	Attention:  Corporate Trust Administration
	 	 
	 	With a copy to (which shall not constitute notice):
	 	 
	 	Ropes & Gray LLP
	 	1211 Avenue of the Americas
	 	New York, NY 10036-8704
	 	Facsimile No.:  646-728-1663
	 	Attention:  Mark Somerstein


 


(c)          if
to any other Secured Debt Representative, to such address as specified in the Priority Confirmation Joinder;


 




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(d)          if
to the Parent Company, to it at:


 


[●]; and


 


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


 


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 Parent Company, Vanguard, the Priority Lien Agent and the Second Lien Collateral Trustee from time to time,
notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person
provided from time to time by such person.


 


Section 9.02         Waivers;
Amendment. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) of this Section 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.


 




    	36	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


(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 Trustee 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.


 


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).


 




    	37	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


(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.


 


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.


 




    	38	[VANGUARD AMENDED AND RESTATED INTERCREDITOR AGREEMENT]



     


    

 


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
Parent Company, Vanguard, 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 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 Parent Company nor any other Grantor may rely on the terms hereof. Nothing in this Agreement
is intended to or shall impair the obligations of the Parent Company 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 Trustee. The Second Lien Collateral Trustee is executing and delivering this Agreement
solely in its capacity as such and pursuant to direction set forth in the Second Lien Indenture and Second Lien Collateral Trust
Agreement; and in so doing, the Second Lien Collateral Trustee shall not be responsible for the terms or sufficiency of this Agreement
for any purpose. The Second Lien Collateral Trustee shall have no duties or obligations under or pursuant to this Agreement other
than such duties and obligations as may be expressly set forth in this Agreement as duties and obligations on its part to be performed
or observed. In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to the Agreement,
the Second Lien Collateral Trustee shall have and be protected by all of the rights, immunities, indemnities and other protections
granted to it under the Second Lien Indenture and the other Second Lien Documents (including, without limitation, Article 7
of the Second Lien Indenture and Article 5, Section 7.8, and Section 7.9 of the Second Lien Collateral
Trust Agreement).


 


Section 9.14         Certain
Terms Concerning the Priority Lien Agent and the Second Lien Collateral Trustee. None of the Priority Lien Agent or the Second
Lien Collateral Trustee shall have any liability or responsibility for the actions or omissions of any other Secured Party, or
for any other Secured Party’s compliance with (or failure to comply with) the terms of this Agreement. None of the Priority
Lien Agent or the Second Lien Collateral Trustee shall have individual liability to any Person if it shall mistakenly pay over
or distribute to any Secured Party (or the Parent Company, Vanguard 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 Trustee, as the case may be, is acting in good
faith. Each party hereto hereby acknowledges and agrees that each of the Priority Lien Agent and the Second Lien Collateral Trustee
is entering into this Agreement solely in its capacity under the Priority Lien Documents and the Second Lien Documents, respectively,
and not in its individual capacity. The Priority Lien Agent shall not be deemed to owe any fiduciary duty to the Second Lien Collateral
Trustee or any other Second Lien Representative or any other Second Lien Secured Party; and the Second Lien Collateral Trustee
shall not be deemed to owe any fiduciary duty to the Priority Lien Agent or any other Priority Lien Secured Party.


 




    	39	[VANGUARD AMENDED AND RESTATED 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 Trustee to enter into this Agreement and to act on its behalf
as collateral agent hereunder and in connection herewith.


 


Section 9.16         Further
Assurances. Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Party, the Second
Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and each Grantor party hereto, for
itself and on behalf of its subsidiaries, agrees that it will execute, or will cause to be executed, any and all further documents,
agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the Priority
Lien Agent or the Second Lien Collateral Trustee may reasonably request, to effectuate the terms of this Agreement, including the
relative Lien priorities provided for herein.


 


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 Trustee 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]


 




    	40	[VANGUARD AMENDED AND RESTATED 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:	Vice President


 


Signature Page


Amended and Restated Intercreditor Agreement


 




    	 	 	 



     


    

 


	 	DELAWARE TRUST COMPANY,
	 	as Second Lien Collateral Trustee 
	 	 	 
	 	By:	/s/ Alan R. Halpern
	 	Name:	Alan R. Halpern
	 	Title:	Vice President


 


Signature Page


Amended and Restated Intercreditor Agreement


 




    	 	 	 



     


    

 


	 	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
	 	 
	 	VANGUARD NATURAL GAS, LLC
	 	 	 
	 	By:	/s/ Richard Robert
	 	 	Name: Richard Robert
	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	 	VANGUARD NATURAL RESOURCES, INC.
	 	 	 
	 	By:	/s/ Richard Robert
	 	 	Name: Richard Robert
	 	 	Title: Executive Vice President and Chief Financial Officer


 


Signature Page


Amended and Restated Intercreditor Agreement


 






     


     


    

 



 



	 	VANGUARD
      OPERATING, LLC	 
	 	 	 
	 	By: 	VANGUARD NATURAL
      GAS, LLC, its sole member	 
	 	 	 	 	 
	 	 	By:	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 
	 	 	 	 	 
	 	ENCORE CLEAR FORK
      PIPELINE, LLC	 
	 	 	 	 	 
	 	 	By:	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 
	 	 	 	 	 
	 	EAGLE ROCK
      ACQUISITION PARTNERSHIP, L.P.	 
	 	 	 	 	 
	 	 	By:	Eagle Rock Upstream
      Development Company,	 
	 	 	 	Inc., its
      general partner	 
	 	 	 	 	 
	 	 	By:	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	and Chief Financial Officer	 
	 	 	 	 	 
	 	EAGLE ROCK
      ACQUISITION PARTNERSHIP	 
	 	II, L.P.	 
	 	 	 	 	 
	 	By: 	Eagle Rock
      Upstream Development Company II, Inc., 
its general partner	 
	 	 	 	 	 
	 	 	By:	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 
	 	 	 	 	 
	 	EAGLE ROCK ENERGY
      ACQUISITION CO., INC.	 
	 	 	 	 	 
	 	 	By: 	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 


 




 



 


 

	 	 	 	 	 
	 	EAGLE ROCK ENERGY
      ACQUISITION CO. II, INC.	 
	 	 	 	 	 
	 	 	By: 	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President  
 and Chief Financial Officer	 
	 	 	 	 	 
	 	EAGLE ROCK
      UPSTREAM DEVELOPMENT	 
	 	
      COMPANY, INC.	 
	 	 	 	 	 
	 	 	By: 	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 
	 	 	 	 	 
	 	EAGLE ROCK
      UPSTREAM DEVELOPMENT	 
	 	
      COMPANY II, INC.	 
	 	 	 	 	 
	 	 	By: 	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 


 




 



 


 

	 	 	 	 	 
	 	ESCAMBIA OPERATING
      CO. LLC	 
	 	 	 	 	 
	 	 	By: 	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 
	 	 	 	 	 
	 	ESCAMBIA ASSET CO.
      LLC	 
	 	 	 	 	 
	 	 	By:	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 
	 	 	 	 	 
	 	VNR HOLDINGS,
    LLC	 
	 	 	 	 	 
	 	 	By:	/s/
      Richard Robert	 
	 	 	 	Richard Robert, Executive Vice
      President	 
	 	 	 	 and Chief Financial
      Officer	 




 


 




    	 	 	 



     


    

 


ANNEX I





 


Provision for the Second Lien Indenture and the Second Lien Documents


 


Reference is made to the Amended and
Restated Intercreditor Agreement, dated as of August 1, 2017, between CITIBANK, N.A., as Priority Lien Agent (as defined therein),
and DELAWARE TRUST COMPANY, as Second Lien Collateral Trustee (as defined therein) (the “Intercreditor Agreement”).
Each holder of any Second Lien Obligations, by its acceptance of such 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 Trustee on behalf of
each Second Lien Secured Party (as defined therein) to enter into the Intercreditor Agreement as Second Lien Collateral Trustee
on behalf of such Second Lien Secured Parties. The foregoing provisions are intended as an inducement to the lenders under the
Priority Credit Agreement to extend credit to 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 and Second Lien Security Documents


 


Reference is made to the Amended and
Restated Intercreditor Agreement, dated as of August 1, 2017, between CITIBANK, N.A., as Priority Lien Agent (as defined therein),
and DELAWARE TRUST COMPANY, as Second Lien Collateral Trustee (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
Trustee] 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 Amended and Restated Intercreditor Agreement, dated as of August 1, 2017 (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 DELAWARE TRUST COMPANY, as Second
Lien Collateral Trustee 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) of 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 applicable 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] as [a Priority Lien Agent under a Priority Substitute Credit Facility]
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.


 


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.


 


3.          Full
Force and Effect of Intercreditor Agreement. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain
in full force and effect.


 




    	Exhibit A - 2	[VANGUARD  INTERCREDITOR AGREEMENT]



     


    

 


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 Parent Company and Vanguard each 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 - 3	[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
Trustee hereby acknowledges receipt of this Priority Confirmation Joinder:


 


	 	 
	 	as Second Lien Collateral Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit A - 4	[VANGUARD INTERCREDITOR AGREEMENT]



     


    

 


	 	Acknowledged and Agreed to by:
	 	 
	 	VANGUARD NATURAL GAS, LLC, as Borrower
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VANGUARD NATURAL RESOURCES, INC.
	 	 	 
	 	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.	Amended and Restated Security Agreement dated as of August 1,
2017 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 on or
before August 1, 2017 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 after the date hereof 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 Second Lien Security Documents


 


		1.	Amended and Restated Second Lien Pledge and Security Agreement,
dated as of August 1, 2017, entered into by Vanguard Natural Resources, Inc. (formerly known as VNR Finance Corp.), in favor
of Delaware Trust Company, as Collateral Agent, for the ratable benefit of itself, the Trustee and the Secured Parties (as defined
therein).



 


		2.	Amended and Restated Second Lien Pledge and Security Agreement,
dated as of August 1, 2017, entered into by each of the Subsidiaries and Affiliates of Vanguard Natural Resources, Inc. (f/k/a
VNR Finance Corp.), from time to time party thereto, in favor of Delaware Trust Company, as Collateral Agent, for the ratable
benefit of itself, the Trustee and the Secured Parties (as defined therein).



 


		3.	Each mortgage and deed of trust entered into on or before
August 1, 2017 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 Second Lien Collateral Trustee, to secure the Second Lien Obligations, except
to the extent released by the Second Lien Collateral Trustee after the date hereof in accordance with this Agreement and the Second
Lien Security Documents.



 


		4.	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]