Common use of Amendments to Security Documents Clause in Contracts

Amendments to Security Documents. (a) Each of the Applicable Junior Agent and Junior Representatives agrees that each applicable Junior Secured Obligations Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between the terms of the Senior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Senior Lien Intercreditor Agreement shall govern.” (b) In the event that any Applicable Agent, any Senior Representative or any Senior Secured Obligations Secured Party enters into any amendment, waiver or consent in respect of or replaces any Senior Secured Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Agent, the applicable Senior Representative or the applicable Senior Secured Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Agent, Junior Representative or Junior Secured Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party in the Senior Secured Obligations Collateral and not in the Senior Secured Obligations Secured Parties that have a security interest in the affected Collateral in a like or similar manner (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b).

Amendments to Security Documents. (a) Each of the Applicable Junior Agent First-Priority Lien Obligations Representatives and Junior Representatives other First-Lien Secured Parties agrees that each applicable Junior Secured Obligations Document executed as that, without the prior written consent of the date hereof shall include the following language (ABL Facility Collateral Agent, no First-Lien Security Document to which such First-Priority Lien Obligations Representative or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior First-Lien Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between supplement or modification or the terms of the Senior any new First-Lien Intercreditor Agreement and Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. (b) Each of the ABL Facility Collateral Agent and other ABL Facility Secured Parties agrees that, without the prior written consent of the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, no ABL Facility Security Document to which the ABL Facility Collateral Agent or ABL Facility Secured Parties are party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification or the terms of any new ABL Facility Security Document would be prohibited by or inconsistent with any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (bc) In the event that any Applicable Agent, any Senior Representative Collateral Agent or any Senior Secured Obligations Secured Party enters Parties enter into any amendment, waiver or consent in respect of or replaces replace any of the Senior Secured Obligations Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Senior Collateral Agent, the applicable Senior Representative or the applicable such Senior Secured Obligations Secured Parties, the Company U.S. Borrower or any other Grantor thereunder (including the release of any Liens on any in the applicable Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Priority Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative Collateral Agent or any Junior Secured Lien Obligations Secured Party and without any action by any of the Applicable Junior Collateral Agent, any Junior Representative or Junior Secured Lien Obligations Secured Party, the U.S. Borrower or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Applicable applicable Junior Agent, any Junior Representative or any Junior Secured Lien Obligations Secured Party Parties or the interests of the applicable Junior Lien Obligations Secured Parties in the Senior Secured applicable Junior Lien Obligations Collateral and not in the Senior Collateral Agent or the Senior Secured Obligations Secured Parties Parties, as the case may be, that have a security interest in the affected Collateral collateral in a like or similar manner manner, and (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give B) written notice of such amendment, waiver or consent shall have been given by the U.S. Borrower to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b)Agent.

Amendments to Security Documents. (a) Each of the Applicable Junior Agent First-Priority Lien Obligations Representatives and Junior Representatives other First-Lien Secured Parties agrees that each applicable Junior Secured Obligations Document executed as that, without the prior written consent of the date hereof shall include the following language (ABL Facility Collateral Agent, no First-Lien Security Document to which such First-Priority Lien Obligations Representative or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior First-Lien Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between supplement or modification or the terms of the Senior any new First-Lien Intercreditor Agreement and Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. (b) Each of the ABL Facility Collateral Agent and other ABL Facility Secured Parties agrees that, without the prior written consent of the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, no ABL Facility Security Document to which the ABL Facility Collateral Agent or ABL Facility Secured Parties are party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification or the terms of any new ABL Facility Security Document would be prohibited by or inconsistent with any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (bc) In the event that any Applicable Agent, any Senior Representative Collateral Agent or any Senior Secured Obligations Secured Party enters Parties enter into any amendment, waiver or consent in respect of or replaces replace any of the Senior Secured Obligations Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Senior Collateral Agent, the applicable Senior Representative or the applicable such Senior Secured Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any in the applicable Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Priority Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative Collateral Agent or any Junior Secured Lien Obligations Secured Party and without any action by any of the Applicable Junior Collateral Agent, any Junior Representative or Junior Secured Lien Obligations Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Applicable applicable Junior Agent, any Junior Representative or any Junior Secured Lien Obligations Secured Party Parties or the interests of the applicable Junior Lien Obligations Secured Parties in the Senior Secured applicable Junior Lien Obligations Collateral and not in the Senior Collateral Agent or the Senior Secured Obligations Secured Parties Parties, as the case may be, that have a security interest in the affected Collateral collateral in a like or similar manner manner, and (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give B) written notice of such amendment, waiver or consent shall have been given by the Company to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b)Agent.

Amendments to Security Documents. (a) Each Subject to paragraph (c) below, each of the Applicable Junior LC Collateral Agent and Junior Representatives other LC Secured Parties agrees that each applicable Junior Secured Obligations Document executed as that, without the prior written consent of the date hereof shall include the following language (ABL Collateral Agent, no LC Security Document to which such LC Collateral Agent or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior LC Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between supplement or modification or the terms of the Senior Lien Intercreditor Agreement and any new LC Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. (b) Subject to paragraph (c) below, each of the ABL Collateral Agent and other ABL Secured Parties agrees that, without the prior written consent of the LC Collateral Agent and each LC Collateral Agent, no ABL Security Document to which the ABL Collateral Agent or ABL Secured Parties are party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification or the terms of any new ABL Security Document would be prohibited by or inconsistent with any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (bc) In the event that any Applicable Agent, any Senior Representative Collateral Agent or any Senior Secured Obligations Secured Party enters Parties enter into any amendment, waiver or consent in respect of or replaces replace any of the Senior Secured Obligations Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Senior Collateral Agent, the applicable Senior Representative or the applicable such Senior Secured Obligations Secured Parties, the Company or any other Grantor Grantors thereunder (including the release of any Liens on any in the applicable Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Priority Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative Collateral Agent or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Collateral Agent, Junior Representative or any Junior Secured Obligations Secured Party, the Parent or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any applicable Junior Secured Obligations Secured Party Parties or the interests of the applicable Junior Secured Obligations Secured Parties in the Senior applicable Junior Secured Obligations Collateral and not in the Senior Collateral Agent or the Senior Secured Obligations Secured Parties Parties, as the case may be, that have a security interest in the affected Collateral collateral in a like or similar manner manner, and (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give B) written notice of such amendment, waiver or consent shall have been given by the Parent to the Applicable Junior Collateral Agent. (d) Notwithstanding anything to the contrary contained herein, the LC Collateral Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided and other LC Secured Parties and the ABL Collateral Agent and other ABL Secured Parties hereby agree that the failure to give such notice shall they will not affect the effectiveness of such amendment, waiver amend or consent with respect to otherwise modify the provisions of the LC Documents or the ABL Documents related to the Refinancing or payment of any Junior Obligations (including ordinary course payments) in a manner that makes them more restrictive to Grantors or otherwise prohibits or restricts a Refinancing or payment permitted under the LC Documents or ABL Documents as in effect on the date hereof. The LC Collateral Document as set forth in this Agent and other LC Secured Parties hereby agree that they will not amend or otherwise modify Section 2.10(b)8.09 of the LC Credit Agreement, the definition of “Liquidity,” any of the terms or definitions used to calculate compliance with Section 8.09 of the LC Credit Agreement, or the effect of any breach of Section 8.9 of the LC Credit Agreement.

Amendments to Security Documents. (a) Each Without the prior written consent of the Applicable Junior Agent ABL Facility Collateral Agent, each Senior Secured Lien Obligations Representative and Junior Representatives each other Senior Secured Lien Obligations Secured Party agrees that each applicable Junior no Senior Secured Note Security Document or Other Senior Secured Lien Obligations Security Document executed as of the date hereof shall include the following language (to which such Senior Secured Lien Obligations Representative or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior Senior Secured Lien Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”)supplement or modification, among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between or the terms of any new Senior Secured Note Security Document or Other Senior Secured Lien Obligations Security Document would, as determined by the Senior Lien Intercreditor Agreement and Company in writing, be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would contravene, any of the terms of this Agreement, Agreement or would otherwise be materially disadvantageous to the terms of the Senior Lien Intercreditor Agreement shall govern.” (b) In the event that any Applicable Agent, any Senior Representative or any Senior ABL Facility Secured Obligations Secured Party enters into any amendment, waiver or consent Parties in respect of or replaces any Senior Secured Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Agent, the applicable Senior Representative or the applicable Senior Secured Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Agent, Junior Representative or Junior Secured Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party in the Senior Secured Obligations Collateral and not in the their capacities as Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral. (b) Without the prior written consent of the Applicable Senior Secured Lien Collateral Agent, the ABL Facility Collateral Agent and each other ABL Facility Secured Party agrees that have no ABL Facility Security Document to which the ABL Facility Collateral Agent or ABL Facility Secured Parties are a security interest party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new ABL Facility Security Document would, as determined by the Company in the affected Collateral writing, be prohibited by, or would require any Grantor to act or refrain from acting in a like manner that would contravene, any of the terms of this Agreement or similar manner (without regard would otherwise be materially disadvantageous to the fact that the Liens of such Senior Secured Lien Obligations Secured Parties in their capacities as Senior Secured Obligations Collateral Document are senior to the Liens Secured Parties in respect of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b)Notes Priority Collateral.

Amendments to Security Documents. (a) Each of the Applicable Junior Agent HYD Intercreditor Agreement, the Company is seeking and Junior Representatives agrees that each applicable Junior Secured Obligations Document executed as hereby requests the consent of the date hereof shall include Instructing Group to make the following language (or language Proposed Amendments including any further consequential amendments to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit each of the [applicable Junior Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common CollateralSFA, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Senior Lien Group Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between the terms of the Senior Lien HYD Intercreditor Agreement and the terms Security Documents to give effect to the Proposed Amendments on condition that the Amendment Agreements reflect the matters referred to in this letter and the Company pays the consent fees referred to in section 6 of this letter. Each Lender that consents to the Proposed Amendments agrees that it is also providing its consent pursuant to Clauses 3.1 (Subordinated Liabilities) and 3.6 (Obligations of the Subordinated Creditors) of the HYD Intercreditor Agreement to permit transactions that would be permitted by such Proposed Amendments. This amendment request is not an offer to amend the SFA, the Group Intercreditor Agreement, the terms HYD Intercreditor Agreement and the Security Documents, respectively, and the Company reserves the right to withdraw the Proposed Amendments, or to amend, change or substitute any parts thereof, at any point prior to the execution of the Senior Lien Amendment Agreements. The Company notes that the Proposed Amendments that result in amendments to the Group Intercreditor Agreement shall govern.” (b) In and the event that HYD Intercreditor Agreement may require other parties in addition to the Instructing Group to consent to such amendments or otherwise enter into the Amendment Agreements. The Company plans to seek the consent to these Proposed Amendments of any Applicable Agent, any Senior Representative or any Senior Secured Obligations Secured Party enters such party and/or such party’s entry into any amendmentsuch Amendment Agreement, waiver or consent in respect of or replaces any Senior Secured Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Agent, the applicable Senior Representative or the applicable Senior Secured Obligations Secured Partiesas required. However, the Company may decide to (i) delay the Proposed Amendments to the Group Intercreditor Agreement and the HYD Intercreditor Agreement to a later date from when the SFA amendment is executed, (ii) split the amendments in the Group Intercreditor Agreement and the HYD Intercreditor Agreement into a series of amendments that may be executed at different times and/or (iii) forego all or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Collateral Document without the consent parts of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Agent, Junior Representative or Junior Secured Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party in the Senior Secured Obligations Collateral and not in the Senior Secured Obligations Secured Parties that have a security interest in the affected Collateral in a like or similar manner (without regard Proposed Amendments to the fact that Group Intercreditor Agreement or the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b)HYD Intercreditor Agreement.

Amendments to Security Documents. (a) Each of the Applicable Junior Second Lien Agent and Junior Second-Priority Lien Obligations Representatives agrees that each applicable Junior Secured Second-Priority Lien Obligations Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable First Lien Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Second Lien Representative] for the benefit of the [applicable Junior Secured Second-Priority Lien Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Second Lien Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Priority Lien Intercreditor Agreement dated as of August 24May 23, 2016 2018 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Senior Priority Lien Intercreditor Agreement”), among CitibankWilmington Trust, N.A.National Association, as Term Notes Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between the terms of the Senior Priority Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Senior Priority Lien Intercreditor Agreement shall govern.” (b) In the event that any Applicable First Lien Agent, any Senior First-Priority Lien Obligations Representative or any Senior Secured First-Priority Lien Obligations Secured Party enters into any amendment, waiver or consent in respect of or replaces any Senior Secured First-Priority Lien Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured First-Priority Lien Obligations Collateral Document or changing in any manner the rights of such Applicable First Lien Agent, the applicable Senior First-Priority Lien Obligations Representative or the applicable Senior Secured First-Priority Lien Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Common Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Second-Priority Lien Obligations Collateral Document without the consent of the Applicable Junior Second Lien Agent, any Junior Second-Priority Lien Obligations Representative or any Junior Secured Second-Priority Lien Obligations Secured Party and without any action by any of the Applicable Junior Second Lien Agent, Junior Second-Priority Lien Obligations Representative or Junior Secured Second-Priority Lien Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Second Lien Agent, any Junior Second-Priority Lien Obligations Representative or any Junior Secured Second-Priority Lien Obligations Secured Party in the Senior Secured Obligations Common Collateral and not in the Senior Secured First-Priority Lien Obligations Secured Parties that have a security interest in the affected Collateral in a like or similar manner (without regard to the fact that the Liens of such Senior Secured First-Priority Lien Obligations Collateral Document are senior to the Liens of the Comparable Junior Second-Priority Lien Obligations Collateral Document). The relevant Applicable First Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Second Lien Agent (which shall forward such notice upon receipt to each relevant Junior Second-Priority Lien Obligations Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Second-Priority Lien Obligations Collateral Document as set forth in this Section 2.10(b).

Amendments to Security Documents. i. Subject to paragraph (ac) Each below, each of the Applicable Junior LC Collateral Agent and Junior Representatives other LC Secured Parties agrees that each applicable Junior Secured Obligations Document executed as that, without the prior written consent of the date hereof shall include the following language (Notes Collateral Agent, no LC Security Document to which such LC Collateral Agent or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior LC Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between supplement or modification or the terms of the Senior Lien Intercreditor Agreement and any new LC Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. ii. Subject to paragraph (c) below, each of the Notes Collateral Agent and other Notes Secured Parties agrees that, without the prior written consent of the LC Collateral Agent and each LC Collateral Agent, no Notes Security Document to which the Notes Collateral Agent or Notes Secured Parties are party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification or the terms of any new Notes Security Document would be prohibited by or inconsistent with any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (b) iii. In the event that any Applicable Agent, any Senior Representative Collateral Agent or any Senior Secured Obligations Secured Party enters Parties enter into any amendment, waiver or consent in respect of or replaces replace any of the Senior Secured Obligations Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Senior Collateral Agent, the applicable Senior Representative or the applicable such Senior Secured Obligations Secured Parties, the Company or any other Grantor Grantors thereunder (including the release of any Liens on any in the applicable Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Priority Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative Collateral Agent or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Collateral Agent, Junior Representative or any Junior Secured Obligations Secured Party, the Parent or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any applicable Junior Secured Obligations Secured Party Parties or the interests of the applicable Junior Secured Obligations Secured Parties in the Senior applicable Junior Secured Obligations Collateral and not in the Senior Collateral Agent or the Senior Secured Obligations Secured Parties Parties, as the case may be, that have a security interest in the affected Collateral collateral in a like or similar manner manner, and (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give B) written notice of such amendment, waiver or consent shall have been given by the Parent to the Applicable Junior Collateral Agent. iv. Notwithstanding anything to the contrary contained herein, the LC Collateral Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided and other LC Secured Parties and the Notes Collateral Agent and other Notes Secured Parties hereby agree that the failure to give such notice shall they will not affect the effectiveness of such amendment, waiver amend or consent with respect to otherwise modify the provisions of the LC Documents or the Notes Documents related to the Refinancing or payment of any Junior Obligations Collateral Document (including ordinary course payments) in a manner that makes them more restrictive to Grantors or otherwise prohibits or restricts a Refinancing or payment permitted under the LC Documents or Notes Documents as set forth in this Section 2.10(b)effect on the date hereof.

Amendments to Security Documents. (a) Each of the Applicable Junior Second Lien Agent and Junior Second-Priority Lien Obligations Representatives agrees that each applicable Junior Secured Second-Priority Lien Obligations Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable First Lien Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Second Lien Representative] for the benefit of the [applicable Junior Secured Second-Priority Lien Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Second Lien Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Priority Lien Intercreditor Agreement dated as of August 24, 2016 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Senior Priority Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between the terms of the Senior Priority Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Senior Priority Lien Intercreditor Agreement shall govern.” (b) In the event that any Applicable First Lien Agent, any Senior First-Priority Lien Obligations Representative or any Senior Secured First-Priority Lien Obligations Secured Party enters into any amendment, waiver or consent in respect of or replaces any Senior Secured First-Priority Lien Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured First-Priority Lien Obligations Collateral Document or changing in any manner the rights of such Applicable First Lien Agent, the applicable Senior First-Priority Lien Obligations Representative or the applicable Senior Secured First-Priority Lien Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Common Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Second-Priority Lien Obligations Collateral Document without the consent of the Applicable Junior Second Lien Agent, any Junior Second-Priority Lien Obligations Representative or any Junior Secured Second-Priority Lien Obligations Secured Party and without any action by any of the Applicable Junior Second Lien Agent, Junior Second-Priority Lien Obligations Representative or Junior Secured Second-Priority Lien Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Second Lien Agent, any Junior Second-Priority Lien Obligations Representative or any Junior Secured Second-Priority Lien Obligations Secured Party in the Senior Secured Obligations Common Collateral and not in the Senior Secured First-Priority Lien Obligations Secured Parties that have a security interest in the affected Collateral in a like or similar manner (without regard to the fact that the Liens of such Senior Secured First-Priority Lien Obligations Collateral Document are senior to the Liens of the Comparable Junior Second-Priority Lien Obligations Collateral Document). The relevant Applicable First Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Second Lien Agent (which shall forward such notice upon receipt to each relevant Junior Second-Priority Lien Obligations Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Second-Priority Lien Obligations Collateral Document as set forth in this Section 2.10(b).

Amendments to Security Documents. Exhibit 10.13 (a) Each Without the prior written consent of the Applicable Junior Agent and Junior Representatives Credit Agreement Collateral Agent, each Additional First Lien Priority Secured Party agrees that each applicable Junior Secured Obligations no Additional First Lien Priority Security Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”)supplement or modification, among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between or the terms of the Senior any new Additional First Lien Intercreditor Agreement and Priority Security Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement. (b) Without the prior written consent of the Additional First Lien Priority Collateral Agent, the Credit Agreement Collateral Agent agrees that no Credit Agreement Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Credit Agreement Collateral Document would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (bc) In making determinations required by this Section 2.10, each Collateral Agent may conclusively rely on a certificate of an Authorized Officer of the Company. (d) In the event that any Applicable Agent, any Senior Representative or any Senior Secured Obligations Secured Party the Controlling Collateral Agent enters into any amendment, waiver or consent in respect of or replaces any Senior Secured Obligations Collateral Document of the First Lien Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured Obligations Collateral First Lien Priority Security Document or changing in any manner the rights of such Applicable Agent, the applicable Senior Representative or the applicable Senior Secured Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Collateral)parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Collateral any other First Lien Priority Security Document without the consent of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations by any First Lien Priority Secured Party (with all such amendments, waiver and without modifications subject ot he terms hereof); provided that (other than with respect to amendments, modifications or waivers that secured additional extensions of credit and add additional secured creditors and do not violate the express provision of any action by any of the Applicable Junior AgentFirst Lien Priority Agreement), Junior Representative or Junior Secured Obligations Secured Party; provided, that (i) no such amendment, waiver or consent does not shall have the effect of removing assets subject to the Lien of any First Lien Priority Security Document, except to the extent that a release of such Lien is permitted by Section 2.04, (ii) any such amendment, waiver or consent that materially and adversely affect affects the rights of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party in the Senior Secured Obligations Collateral and not in the Senior Secured Obligations Non-Controlling Secured Parties that have a security interest in (other than any Authorized Representative) and does not affect the affected Collateral Controlling Secured Parties in a like or similar manner (without regard shall not apply to the fact that First Lien Priority Security Documents without the Liens consent of the Authorized Representatives for the Non-Controlling Secured Parties, (iii) no such amendment, waiver, or consent with respect to any provision applicable to an Authorized Representative for any Non-Controlling Secured Parties shall be made without the prior written consent of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give written Authorized Representative and (iv) notice of such amendment, waiver or consent to shall be given the Applicable Junior Agent Authorized Representatives (which shall forward such notice upon receipt to each relevant Junior Representative); other than the Controlling Collateral Agent) no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b)and validity thereof.

Amendments to Security Documents. (a) Each of the Applicable Junior Agent and Junior Representatives agrees that each applicable Junior Secured Obligations Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24[·], 2016 2012 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent, Senior Secured Notes Collateral Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, CitibankWilmington Trust, N.A.National Association, as Priority Lien Term Facility AgentTrustee under the Senior Secured Notes Indenture, EP Energy LLC LLC, as a co-issuer of the Senior Secured Notes, and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between the terms of the Senior Lien Secured Intercreditor Agreement and the terms of this Agreement, the terms of the Senior Lien Secured Intercreditor Agreement shall govern.” (b) In the event that any Applicable Agent, any Senior Representative or any Senior Secured Obligations Secured Party enters into any amendment, waiver or consent in respect of or replaces any Senior Secured Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Agent, the applicable Senior Representative or the applicable Senior Secured Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Agent, Junior Representative or Junior Secured Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party in the Senior Secured Obligations Collateral and not in the Senior Secured Obligations Secured Parties that have a security interest in the affected Collateral in a like or similar manner (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are is senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b2.11(b).

Amendments to Security Documents. (a) Each of the Applicable Junior Agent and Junior Representatives agrees that each applicable Junior Secured Obligations Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August May 24, 2016 2012 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent, Senior Secured Notes Collateral Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, CitibankWilmington Trust, N.A.National Association, as Priority Lien Term Facility AgentTrustee under the Senior Secured Notes Indenture, EP Energy LLC LLC, as a co-issuer of the Senior Secured Notes, and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between the terms of the Senior Lien Secured Intercreditor Agreement and the terms of this Agreement, the terms of the Senior Lien Secured Intercreditor Agreement shall govern.” (b) In the event that any Applicable Agent, any Senior Representative or any Senior Secured Obligations Secured Party enters into any amendment, waiver or consent in respect of or replaces any Senior Secured Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Agent, the applicable Senior Representative or the applicable Senior Secured Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Agent, Junior Representative or Junior Secured Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party in the Senior Secured Obligations Collateral and not in the Senior Secured Obligations Secured Parties that have a security interest in the affected Collateral in a like or similar manner (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b).

Amendments to Security Documents. (a) Each of the Applicable Junior Second Lien Agent and Junior Second-Priority Lien Obligations Representatives agrees that each applicable Junior Secured Second-Priority Lien Obligations Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable First Lien Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Second Lien Representative] for the benefit of the [applicable Junior Secured Second-Priority Lien Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Second Lien Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Additional Priority Lien Intercreditor Agreement dated as of August 24November 29, 2016 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Senior Additional Priority Lien Intercreditor Agreement”), among CitibankWilmington Trust, N.A.National Association, as Term Notes Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between the terms of the Senior Additional Priority Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Senior Additional Priority Lien Intercreditor Agreement shall govern.” (b) In the event that any Applicable First Lien Agent, any Senior First-Priority Lien Obligations Representative or any Senior Secured First-Priority Lien Obligations Secured Party enters into any amendment, waiver or consent in respect of or replaces any Senior Secured First-Priority Lien Obligations Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Secured First-Priority Lien Obligations Collateral Document or changing in any manner the rights of such Applicable First Lien Agent, the applicable Senior First-Priority Lien Obligations Representative or the applicable Senior Secured First-Priority Lien Obligations Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens on any Senior Secured Obligations Common Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Second-Priority Lien Obligations Collateral Document without the consent of the Applicable Junior Second Lien Agent, any Junior Second-Priority Lien Obligations Representative or any Junior Secured Second-Priority Lien Obligations Secured Party and without any action by any of the Applicable Junior Second Lien Agent, Junior Second-Priority Lien Obligations Representative or Junior Secured Second-Priority Lien Obligations Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Second Lien Agent, any Junior Second-Priority Lien Obligations Representative or any Junior Secured Second-Priority Lien Obligations Secured Party in the Senior Secured Obligations Common Collateral and not in the Senior Secured First-Priority Lien Obligations Secured Parties that have a security interest in the affected Collateral in a like or similar manner (without regard to the fact that the Liens of such Senior Secured First-Priority Lien Obligations Collateral Document are senior to the Liens of the Comparable Junior Second-Priority Lien Obligations Collateral Document). The relevant Applicable First Agent shall give written notice of such amendment, waiver or consent to the Applicable Junior Second Lien Agent (which shall forward such notice upon receipt to each relevant Junior Second-Priority Lien Obligations Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Second-Priority Lien Obligations Collateral Document as set forth in this Section 2.10(b).

Amendments to Security Documents. (a) Each Subject to paragraph (c) below, each of the Applicable Junior LC Collateral Agent and Junior Representatives other LC Secured Parties agrees that each applicable Junior Secured Obligations Document executed as that, without the prior written consent of the date hereof shall include the following language (ABL Collateral Agent, no LC Security Document to which such LC Collateral Agent or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior LC Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between supplement or modification or the terms of the Senior Lien Intercreditor Agreement and any new LC Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. (b) Subject to paragraph (c) below, each of the ABL Collateral Agent and other ABL Secured Parties agrees that, without the prior written consent of the LC Collateral Agent and each LC Collateral Agent, no ABL Security Document to which the ABL Collateral Agent or ABL Secured Parties are party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification or the terms of any new ABL Security Document would be prohibited by or inconsistent with any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (bc) In the event that any Applicable Agent, any Senior Representative Collateral Agent or any Senior Secured Obligations Secured Party enters Parties enter into any amendment, waiver or consent in respect of or replaces replace any of the Senior Secured Obligations Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Senior Collateral Agent, the applicable Senior Representative or the applicable such Senior Secured Obligations Secured Parties, the Company or any other Grantor Grantors thereunder (including the release of any Liens on any in the applicable Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Priority Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative Collateral Agent or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Collateral Agent, Junior Representative or any Junior Secured Obligations Secured Party, the Parent or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any applicable Junior Secured Obligations Secured Party Parties or the interests of the applicable Junior Secured Obligations Secured Parties in the Senior applicable Junior Secured Obligations Collateral and not in the Senior Collateral Agent or the Senior Secured Obligations Secured Parties Parties, as the case may be, that have a security interest in the affected Collateral collateral in a like or similar manner manner, and (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give B) written notice of such amendment, waiver or consent shall have been given by the Parent to the Applicable Junior Collateral Agent. (d) Notwithstanding anything to the contrary contained herein, the LC Collateral Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided and other LC Secured Parties and the ABL Collateral Agent and other ABL Secured Parties hereby agree that the failure to give such notice shall they will not affect the effectiveness of such amendment, waiver amend or consent with respect to otherwise modify the provisions of the LC Documents or the ABL Documents related to the Refinancing or payment of any Junior Obligations (including ordinary course payments) in a manner that makes them more restrictive to Grantors or otherwise prohibits or restricts a Refinancing or payment permitted under the LC Documents or ABL Documents as in effect on the date hereof. The LC Collateral Document as set forth in this Agent and other LC Secured Parties hereby agree that they will not amend or otherwise modify Section 2.10(b)8.09 of the LC Credit Agreement, the definition of “Liquidity,” any of the terms or definitions used to calculate compliance with Section 8.09 of the LC Credit Agreement, or the effect of any breach of Section 8.09 of the LC Credit Agreement.

Amendments to Security Documents. (a) Each Subject to paragraph (c) below, each of the Applicable Junior LC Collateral Agent and Junior Representatives other LC Secured Parties agrees that each applicable Junior Secured Obligations Document executed as that, without the prior written consent of the date hereof shall include the following language (Notes Collateral Agent, no LC Security Document to which such LC Collateral Agent or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior LC Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between supplement or modification or the terms of the Senior Lien Intercreditor Agreement and any new LC Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. (b) Subject to paragraph (c) below, each of the Notes Collateral Agent and other Notes Secured Parties agrees that, without the prior written consent of the LC Collateral Agent and each LC Collateral Agent, no Notes Security Document to which the Notes Collateral Agent or Notes Secured Parties are party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification or the terms of any new Notes Security Document would be prohibited by or inconsistent with any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (bc) In the event that any Applicable Agent, any Senior Representative Collateral Agent or any Senior Secured Obligations Secured Party enters Parties enter into any amendment, waiver or consent in respect of or replaces replace any of the Senior Secured Obligations Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Senior Collateral Agent, the applicable Senior Representative or the applicable such Senior Secured Obligations Secured Parties, the Company or any other Grantor Grantors thereunder (including the release of any Liens on any in the applicable Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Priority Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative Collateral Agent or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Collateral Agent, Junior Representative or any Junior Secured Obligations Secured Party, the Parent or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any applicable Junior Secured Obligations Secured Party Parties or the interests of the applicable Junior Secured Obligations Secured Parties in the Senior applicable Junior Secured Obligations Collateral and not in the Senior Collateral Agent or the Senior Secured Obligations Secured Parties Parties, as the case may be, that have a security interest in the affected Collateral collateral in a like or similar manner manner, and (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give B) written notice of such amendment, waiver or consent shall have been given by the Parent to the Applicable Junior Collateral Agent. (d) Notwithstanding anything to the contrary contained herein, the LC Collateral Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided and other LC Secured Parties and the Notes Collateral Agent and other Notes Secured Parties hereby agree that the failure to give such notice shall they will not affect the effectiveness of such amendment, waiver amend or consent with respect to otherwise modify the provisions of the LC Documents or the Notes Documents related to the Refinancing or payment of any Junior Obligations Collateral Document (including ordinary course payments) in a manner that makes them more restrictive to Grantors or otherwise prohibits or restricts a Refinancing or payment permitted under the LC Documents or Notes Documents as set forth in this Section 2.10(b)effect on the date hereof.

Amendments to Security Documents. (a) Each The Parity Lien Collateral Trustee and other Parity Lien Secured Parties agree that, without the prior written consent of the Applicable Junior Agent and Junior Representatives agrees that each applicable Junior ABL Facility Collateral Agent, no Parity Lien Security Document to which the Parity Lien Collateral Trustee or Parity Lien Secured Obligations Document executed as of the date hereof shall include the following language (or language to similar effect approved by the relevant Applicable Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to [applicable Junior Representative] for the benefit of the [applicable Junior Secured Obligations Secured Parties] pursuant to this Agreement and (ii) the exercise of any right or remedy by [applicable Junior Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral, are subject to the provisions of the Amended and Restated Senior Lien Intercreditor Agreement dated as of August 24, 2016 (as Party is party may be amended, restated, supplemented, replaced supplemented or otherwise modified from time or entered into to timethe extent such amendment, the “Senior Lien Intercreditor Agreement”), among Citibank, N.A., as Term Facility Agent and Applicable Second Lien Agent, JPMorgan Chase Bank, N.A., as RBL Facility Agent and Applicable First Lien Agent, Citibank, N.A., as Priority Lien Term Facility Agent, EP Energy LLC and the Subsidiaries of EP Energy LLC party thereto. In the event of any conflict between supplement or modification or the terms of the Senior any new Parity Lien Intercreditor Agreement and Security Document would be prohibited by or inconsistent with any of the terms of this Agreement. (b) Each of the ABL Facility Collateral Agent and other ABL Facility Secured Parties agrees that, without the prior written consent of the Applicable Parity Lien Representative, no ABL Facility Security Document to which the ABL Facility Collateral Agent or ABL Facility Secured Parties are party may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification or the terms of any new ABL Facility Security Document would be prohibited by or inconsistent with any of the Senior Lien Intercreditor Agreement shall governterms of this Agreement.” (bc) In the event that any Applicable Agent, any Senior Representative Collateral Agent or any Senior Secured Obligations Secured Party enters Parties enter into any amendment, waiver or consent in respect of or replaces replace any of the Senior Secured Obligations Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such Senior Secured Obligations Collateral Document or changing in any manner the rights of such Applicable Senior Collateral Agent, the applicable such Senior Representative or the applicable Senior Secured Obligations Secured Parties, the Company Borrower or any other Grantor thereunder (including the release of any Liens on any in the applicable Senior Secured Obligations Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Junior Obligations Priority Collateral Document without the consent of the Applicable Junior Agent, any Junior Representative Collateral Agent or any Junior Secured Obligations Secured Party and without any action by any of the Applicable Junior Collateral Agent, Junior Representative or any Junior Secured Obligations Secured Party, the Borrower or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Applicable Junior Agent, any Junior Representative or any the applicable Junior Secured Obligations Parties or the interests of the applicable Junior Secured Party Parties in the applicable Junior Collateral and not the Senior Collateral Agent or the Senior Secured Obligations Collateral and not in Parties, as the Senior Secured Obligations Secured Parties case may be, that have a security interest in the affected Collateral collateral in a like or similar manner manner, and (without regard to the fact that the Liens of such Senior Secured Obligations Collateral Document are senior to the Liens of the Comparable Junior Obligations Collateral Document). The relevant Applicable Agent shall give B) written notice of such amendment, waiver or consent shall have been given by the Borrower to the Applicable Junior Agent (which shall forward such notice upon receipt to each relevant Junior Representative); provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Junior Obligations Collateral Document as set forth in this Section 2.10(b)Agent.