Common use of Provisions Solely to Define Relative Rights Clause in Contracts

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 First-Out Secured Parties and the Second-Out Secured Parties. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement or the Original Second-Out Credit Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Document or any Second-Out Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Document.

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 First-Out Collateral Trustee, the Revolver Secured Parties and the Second-Out Term Loan Secured Parties. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01Section 6.01, 4.02Section 6.02, or 4.05Section 6.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Revolver Credit Agreement or the Original Second-Out Term Loan Credit Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower nor any other Grantor may rely on the terms hereof (other than Sections 4.01Section 6.01, 4.02Section 6.02, 4.04Section 6.04, or 4.05Section 6.05, Article VARTICLE VII, Article VII ARTICLE IX and Article IXARTICLE XI). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Revolver Document or any Second-Out Term Loan Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Revolver Document.

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 First-Out ABL Secured Parties and the Second-Out LC Secured PartiesParties in relation to one another. None of the Borrower, any other Grantor or any other creditor thereof Grantors shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, or 4.052.10, 2.11, Article V and Article VI) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement ABL Documents or the Original Second-Out Credit Agreement, as applicableany LC Documents), and except as expressly provided in this Agreement neither none of the Borrower nor any other Grantor Grantors may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX)hereof. Nothing in this Agreement is intended to or shall impair or relieve the obligations of the Borrower or any other GrantorGrantors, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Debt ABL Document or any LC Obligations Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out LC Obligations Document with respect to any Shared ABL Priority Collateral in any manner that would cause a default under any First-Out ABL Document, or (b) pursuant to this Agreement or any ABL Document with respect to any LC Priority Collateral in any manner that would cause a default under any LC Obligations Document.

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 First-Out Notes Secured Parties and the Second-Out LC Secured PartiesParties in relation to one another. None of the Borrower, any other Grantor or any other creditor thereof Grantors shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, or 4.052.10, 2.11, Article V and Article VI) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement Notes Documents or the Original Second-Out Credit Agreement, as applicableany LC Documents), and except as expressly provided in this Agreement neither none of the Borrower nor any other Grantor Grantors may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX)hereof. Nothing in this Agreement is intended to or shall impair or relieve the obligations of the Borrower or any other GrantorGrantors, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Debt Notes Document or any LC Obligations Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out LC Obligations Document with respect to any Shared Notes Priority Collateral in any manner that would cause a default under any First-Out Notes Document, or (b) pursuant to this Agreement or any Notes Document with respect to any LC Priority Collateral in any manner that would cause a default under any LC Obligations Document. For the avoidance of doubt, the provisions of this agreement shall apply to the Notes Secured Parties solely in their capacity as Notes Secured Parties and not in any other capacity.

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 First-Out Priority Lien Secured Parties and the Second-Out Second Lien Secured Parties. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement or the Original Second-Out Credit Second Lien Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document or any Second-Out Second Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out Priority Lien Secured Parties and the Second-Out Second Lien Secured Parties. None of the Borrower▇▇▇▇▇▇▇▇, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement or Priority Lien Documents and the Original Second-Out Credit AgreementSecond Lien Documents, as applicable), and except as expressly provided in this Agreement neither the Borrower ▇▇▇▇▇▇▇▇ nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX)hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower ▇▇▇▇▇▇▇▇ or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document or any Second-Out Second Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerW&T, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement, the Term Loan Credit Agreement or the Original Second-Out Credit AgreementThird Lien Documents, as applicable), and except as expressly provided in this Agreement neither the Borrower W&T nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower W&T or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out ABL Secured Parties Parties, on the one hand, and the Second-Out Pari Term Loan Debt Secured Parties, on the other hand. None of the Borrower, any other Grantor Grantors or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, 2.10, or 4.05Article VII) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out ABL Credit Agreement or the Original Second-Out Credit Agreement, as applicablePari Term Loan Debt Documents), and except as expressly provided in this Agreement neither the Borrower nor any other no Grantor may rely on the terms hereof (other than Sections 4.012.05, 4.022.06, 4.04, or 4.052.10, Article VIII, Article VII VI and Article IXVII). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other GrantorGrantors, which are absolute and unconditional, to pay the Obligations under the Priority Debt Secured 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 Priority Debt Secured Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out Pari Term Loan Debt Document with respect to any Shared ABL First Lien Collateral in any manner that would cause a default under any First-Out ABL Debt Document, or (b) pursuant to this Agreement or any ABL Debt Document with respect to any Term Loan First Lien Collateral in any manner that would cause a default under any Pari Term Loan Debt Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the Borrower▇▇▇▇▇▇▇▇▇, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture or the Original Second-Out Credit AgreementInitial Third Lien Debt Facility, as applicable), and except as expressly provided in this Agreement neither the Borrower ▇▇▇▇▇▇▇▇▇ nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower ▇▇▇▇▇▇▇▇▇ or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture, the Additional Second Lien Documents or the Original Second-Out Credit AgreementThird Lien Documents, as applicable), and except as expressly provided in this Agreement neither the Borrower Company nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerSM Energy, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture or the Original Second-Out Credit AgreementThird Lien Indenture, as applicable), and except as expressly provided in this Agreement neither the Borrower SM Energy nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower SM Energy or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out First Lien Secured Parties and the Second-Out Secured Partiesin relation to one another. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.04, 4.022.05, or 4.052.09 and Article V) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement or the Original Second-Out Credit Agreement, as applicablethe Indenture or any Additional First Lien Documents), and except as expressly provided in this Agreement neither none of the Borrower nor or any other Grantor may rely on the terms hereof (other than Sections 4.01Section 2.04, 4.022.05, 4.04, 2.09 or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations under the Priority Debt Documents as and when the same shall become due and payable in accordance with their terms. Notwithstanding anything in this Agreement to the contrary herein contrary, nothing in this Agreement is intended to or in will obligate the Borrower or any Priority Debt Documentother Grantor to take any action, or fail to take any action, that would otherwise constitute a breach of, or default (or similar event) under, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Document Credit Agreement or any Second-Out Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out First Lien Security Document.

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 First-Out Priority Lien Secured Parties and the Second-Out Second Lien Secured Parties. None of the BorrowerParent 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 (other than Sections 4.01, 4.02, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, or the Original Second-Out Credit AgreementSecond Lien Indenture, as applicable), and except as expressly provided in this Agreement neither the Borrower Parent Company nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX)hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Parent Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document or any Second-Out Second Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out ABL Secured Parties, on the one hand, and the Priority Lien Secured Parties and the Second-Out Subordinated Lien Secured Parties, as the case may be, on the other hand. None of the BorrowerStream, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, 2.10 or 4.052.11) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out ABL Credit Agreement or the Original Second-Out Credit Agreement, as applicableIndenture), and except as expressly provided in this Agreement neither the Borrower Stream nor any other Grantor may rely on the terms hereof (other than Sections 4.012.05, 4.022.06, 4.042.10, or 4.052.11, Article V7.01, Article VII 7.02(b), 7.07, 7.08 and Article IXVI). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Stream or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority Debt Secured 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 Priority Debt Secured Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out Priority Lien Document with respect to any Shared ABL First Lien Collateral in any manner that would cause a default under any First-Out ABL Debt Document, or (b) pursuant to this Agreement or any ABL Debt Document with respect to any Noteholder First Lien Collateral in any manner that would cause a default under any Priority Lien Document.

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 First-Out ABL Secured Parties Parties, on the one hand, and the Second-Out CF Debt Secured Parties, on the other hand. None of the Borrower, any other Grantor Grantors or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement ABL Debt Documents or the Original Second-Out Credit Agreement, as applicableCF Debt Documents), and except as expressly provided in this Agreement neither the Borrower nor any other no Grantor may rely on the terms hereof (other than Sections 4.012.05, 4.022.06, 4.04, or 4.052.10, Article VIII, Article VII VI and Article IXVII). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other GrantorGrantors, which are absolute and unconditional, to pay the Obligations under the Priority Debt Secured 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 Priority Debt Secured Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out CF Debt Document with respect to any Shared ABL Priority Collateral in any manner that would cause a default under any First-Out ABL Debt Document, or (b) pursuant to this Agreement or any ABL Debt Document with respect to any CF Debt Priority Collateral in any manner that would cause a default under any CF Debt Document.

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 First-Out ABL Secured Parties Parties, on the one hand, and the Second-Out Noteholder Lien Secured Parties, on the other hand. None of the Borrower, any other Grantor Grantors or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, 2.10 or 4.05Article VII) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out ABL Credit Agreement or the Original Second-Out Credit Agreement, as applicableIndenture), and except as expressly provided in this Agreement neither the Borrower nor any other no Grantor may rely on the terms hereof (other than Sections 4.012.05, 4.022.06, 4.04, or 4.052.10, Article V, Article VII VI and Article IXVII). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other GrantorGrantors, which are absolute and unconditional, to pay the Obligations under the Priority Debt Secured 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 Priority Debt Secured Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out Noteholder Lien Document with respect to any Shared ABL First Lien Collateral in any manner that would cause a default under any First-Out ABL Debt Document, or (b) pursuant to this Agreement or any ABL Debt Document with respect to any Noteholder First Lien Collateral in any manner that would cause a default under any Noteholder Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerLinn, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture or the Original Second-Out Credit AgreementInitial Third Lien Debt Facility, as applicable), and except as expressly provided in this Agreement neither the Borrower Linn nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Linn or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out Priority Lien Secured Parties and the Second-Out Second Lien Secured Parties. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, or the Original Second-Out Second Lien Credit Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document or any Second-Out Second Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.. [AEG INTERCREDITOR AGREEMENT]

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 First-Out Secured Parties and the Second-Out Secured Parties. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 19560366.30 4.02, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement or the Original Second-Out Credit Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Document or any Second-Out Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Document.

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 First-Out Pari Passu Secured Parties and the Second-Out Secured Partiesin relation to one another. None of the Borrower, any other Grantor Grantors or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01SECTION 2.04. SECTION 2.05, 4.02, SECTION 2.06 or 4.05SECTION 2.09 or this ARTICLE V) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement or the Original Second-Out Revolving Credit Agreement, as applicablethe Term Loan Credit Agreements, any other Pari Passu Documents or any Pari Passu Security Documents), and except as expressly provided in this Agreement neither none of the Borrower nor any other Grantor Grantors may rely on the terms hereof (other than Sections 4.01SECTION 2.04, 4.02SECTION 2.05, 4.04SECTION 2.08 and SECTION 2.09, or 4.05, Article ARTICLE III and this ARTICLE V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Pari Passu Lien Obligations under the Priority Debt Documents as and when the same shall become due and payable in accordance with their terms. Notwithstanding anything For the avoidance of doubt, nothing contained in this Agreement shall be construed to constitute a waiver or an amendment of any covenant of the contrary herein Parent or any Subsidiary thereof contained in any Priority Debt Pari Passu Document, which restricts the Grantors shall not be required to act incurrence of any Indebtedness or refrain from acting pursuant to this Agreement, the grant of any First-Out Document or any Second-Out Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out DocumentLien.

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 First-Out Priority Lien Secured Parties and the Second-Out Second Lien Secured Parties. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, or the Original Second-Out Second Lien Credit Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document or any Second-Out Second Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out ABL Secured Parties Parties, on the one hand, and the Second-Out Term Loan Secured Parties, on the other hand. None of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, 2.10, 2.11 or 4.05Article VII) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out ABL Credit Agreement or the Original Second-Out Term Loan Credit Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower Company nor any other Grantor may rely on the terms hereof (other than Sections 4.012.01(b), 4.022.05, 4.042.06, or 4.052.10 and 2.11, Article V, Article VII VI and Article IXVII). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority Debt Term Loan Documents and the ABL Documents as and when the same shall become due and payable in accordance with their terms. Notwithstanding anything to the contrary herein or herein, in any Priority Debt Term Loan Document or any ABL Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out Term Loan Document with respect to any Shared ABL First Lien Collateral in any manner that would cause a default under any First-Out ABL Document, or (b) pursuant to this Agreement or any ABL Document with respect to any Term Loan First Lien Collateral in any manner that would cause a default under any Term Loan Document.

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 First-Out Collateral Trustee, the Revolver Secured Parties and the Second-Out FLLO Secured Parties. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01Section 6.01, 4.02Section 6.02, or 4.05Section 6.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Revolver Credit Agreement or the Original Second-Out Term Loan Credit Agreement, as applicable), and except as expressly provided in this Agreement neither the Borrower nor any other Grantor may rely on the terms hereof (other than Sections 4.01Section 6.01, 4.02Section 6.02, 4.04Section 6.04, or 4.05Section 6.05, Article VARTICLE VII, Article VII ARTICLE IX and Article IXARTICLE XI). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Revolver Document or any Second-Out FLLO Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Revolver Document.

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 First-Out Secured Parties Collateral Agent and the Second-Out other Credit Facility Secured Parties, on the one hand, and the Noteholder Collateral Agent and the other Noteholder Secured Parties, on the other hand. None of Parent, the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, or 4.05Agreement) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement or the Original Second-Out Credit Agreement, as applicableIndenture), and except as expressly provided in this Agreement neither none of Parent, the Borrower nor Company, or any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX)hereof. Nothing in this Agreement is intended to or shall impair the obligations of Parent, the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority Debt Documents as and when the same shall become due and payable in accordance with their terms. Notwithstanding anything to the contrary herein or herein, in any Priority Debt Noteholder Document or any Credit Facility Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Document Agreement or any Second-Out Noteholder Document with respect to any Shared Credit Facility Collateral in any manner that would cause a default under any First-Out Credit Facility Document.

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 First-Out Priority Lien Secured Parties and the Second-Out Second Lien Secured Parties. None of the Borrower▇▇▇▇▇▇▇▇, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, 4.05, or 4.054.10) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement or the Original Second-Out Credit AgreementSecond Lien Indenture, as applicable), ) and except as expressly provided in this Agreement neither the Borrower ▇▇▇▇▇▇▇▇ nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, 4.05, or 4.054.10, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower ▇▇▇▇▇▇▇▇ or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document or any Second-Out Second Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, 4.05, or 4.054.10) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture or the Original Second-Out Credit AgreementInitial Third Lien Debt Facility, as applicable), and except as expressly provided in this Agreement neither the Borrower Company nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article Vor 4.10, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out ABL Secured Parties, on the one hand, and the Priority Lien Secured Parties and the Second-Out Subordinated Lien Secured Parties, as the case may be, on the other hand. None of the BorrowerIssuers, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, 2.10, 2.11 or 4.05Article VII) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out ABL Credit Agreement or the Original Second-Out Credit Agreement, as applicableIndenture), and except as expressly provided in this Agreement neither the Borrower Issuers nor any other Grantor may rely on the terms hereof (other than Sections 4.012.05, 4.022.06, 4.042.10, or 4.052.11, Article V, Article VII VI and Article IXVII). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Issuers or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority Debt Secured 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 Priority Debt Secured Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Priority Lien Document or any Second-Out Subordinated Lien Document with respect to any Shared ABL First Lien Collateral in any manner that would cause a default under any First-Out ABL Debt Document, or (b) pursuant to this Agreement or any ABL Debt Document with respect to any Noteholder First Lien Collateral in any manner that would cause a default under any Priority Lien Document.

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 First-Out First Lien Secured Parties and the Second-Out Junior Lien Secured Parties. None of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided provided, however, that nothing in this Agreement (other than Sections Section 4.01, Section 4.02, Section 4.04 or Section 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Credit Agreement First Lien Indenture, the Junior Lien Indenture or the Original Second-Out Credit Collateral Agency Agreement, as applicable), and except as expressly provided in this Agreement Agreement, neither the Borrower Company nor any other Grantor may rely on the terms hereof (other than Sections Section 4.01, Section 4.02, Section 4.04, or Section 4.05, Article V, Article ARTICLE VII and Article ARTICLE IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out First Lien Document or any Second-Out Junior Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out First Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture or the Original Second-Out Credit AgreementThird Lien Indenture, as applicable), and except as expressly provided in this Agreement neither the Borrower Company nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out ABL Secured Parties Parties, on the one hand, and the Second-Out Noteholder Lien Secured Parties, on the other hand. None of the Borrower, any other Grantor Grantors or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.012.05, 4.022.06, 2.10, 2.14 or 4.05Article VIII) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out ABL Credit Agreement or the Original Second-Out Credit Agreement, as applicableIndenture), and except as expressly provided in this Agreement neither the Borrower nor any other no Grantor may rely on the terms hereof (other than Sections 4.012.05, 4.022.06, 4.042.10, or 4.05, 2.14 Article V, Article VII VI and Article IXVIII). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other GrantorGrantors, which are absolute and unconditional, to pay the Obligations under the Priority Debt Secured 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 Priority Debt Secured Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement, any First-Out Document Agreement or any Second-Out Noteholder Lien Document with respect to any Shared ABL First Lien Collateral in any manner that would cause a default under any First-Out ABL Debt Document, or (b) pursuant to this Agreement or any ABL Debt Document with respect to any Noteholder First Lien Collateral in any manner that would cause a default under any Noteholder Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerHalcón, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture or the Original Second-Out Credit AgreementThird Lien Indenture, as applicable), and except as expressly provided in this Agreement neither the Borrower Halcón nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Halcón or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.

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 First-Out Priority Lien Secured Parties, the Second Lien Secured Parties and the Second-Out Third Lien Secured Parties. None of the BorrowerBorrowers, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01, 4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Original First-Out Priority Credit Agreement Agreement, the Second Lien Indenture or the Original Second-Out Credit AgreementThird Lien Indenture, as applicable), and except as expressly provided in this Agreement neither the Borrower Borrowers nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article V, Article VII and Article IX). Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Borrowers or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Priority 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 Priority Secured Debt Document, the Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any First-Out Priority Lien Document, any Second Lien Document or any Second-Out Third Lien Document with respect to any Shared Collateral in any manner that would cause a default under any First-Out Priority Lien Document.