Common use of Resignation and Removal of the Collateral Trustee Clause in Contracts

Resignation and Removal of the Collateral Trustee. 4143 SECTION 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 6.3 Succession 4244 SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 7.1 Amendment 4345 SECTION 7.2 Voting 4547 SECTION 7.3 Further Assurances 4548 SECTION 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Delay and Waiver 4749 SECTION 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 Compensation; Expenses 4851 SECTION 7.11 Indemnity 4951 SECTION 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 Governing Law 5052 SECTION 7.16 Consent to Jurisdiction 5053 SECTION 7.17 Waiver of Jury Trial 5053 SECTION 7.18 Counterparts 5153 SECTION 7.19 Effectiveness 5153 SECTION 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Representatives 5254 SECTION 7.24 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 This Collateral Trust Agreement (this “Agreement”) is dated as of November 9, 2012 and(as amended pursuant to the 2017 Refinancing Amendment and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) Inc., (f/k/a XxXxxxxx Red Man Corporation), a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, JPMorgan Chase Bank of America, N.A., as administrative agent under the Term Credit Agreement (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”), the other Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION Section 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 35 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 36 Section 6.3 Succession 4244 SECTION 36 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 36 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 37 Section 7.1 Amendment 4345 SECTION 38 Section 7.2 Voting 4547 SECTION 40 Section 7.3 Further Assurances 4548 SECTION 40 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 41 Section 7.5 Delay and Waiver 4749 SECTION 41 Section 7.6 Notices 41 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 43 Section 7.8 Compensation; Expenses 4851 SECTION 43 Section 7.9 Indemnity 44 Section 7.10 Severability 45 Section 7.11 Indemnity 4951 SECTION Headings 45 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 45 Section 7.13 Governing Law 5052 SECTION 7.16 45 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 45 Section 7.15 Waiver of Jury Trial 5053 SECTION 46 Section 7.16 Counterparts, Electronic Signatures 46 Section 7.17 Effectiveness 46 Section 7.18 Counterparts 5153 SECTION Grantors and Additional Grantors 46 Section 7.19 Effectiveness 5153 SECTION Insolvency 47 Section 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Parity Lien Representatives 5254 SECTION 7.24 47 Section 7.21 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 47 Section 7.22 Force Majeure 48 Section 7.23 U.S.A. Patriot Act 48 Exhibit A [Form of] Additional Parity Lien Debt Certificate Exhibit B [Form of] Collateral Trust Joinder – Additional Debt Exhibit C [Form of] Collateral Trust Joinder – Additional Grantor This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 9October 26, 2012 and(as amended pursuant to the 2017 Refinancing Amendment 2015, and as further amended, amended and restatedrestated as of March 15, supplemented or otherwise modified from time to time2017 (the “Restatement Effective Date”), this “Agreement”) and is by and among MRC Global (US) EXCO Resources, Inc., (f/k/a XxXxxxxx Red Man Corporation), a Delaware Texas corporation (the “Company”), the Grantors and Guarantors from time to time party hereto, JPMorgan Chase Bank of AmericaWilmington Trust, N.A., as administrative agent under the Term Credit Agreement (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”), the other Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Bank National Association, as Senior Third Lien Administrative Agent (as defined below), Wilmington Trust, National Association, as Senior Third Lien Collateral Trustee Trustee, Wilmington Trust, National Association, as Junior Third Lien Administrative Agent, Wilmington Trust, National Association, as Junior Third Lien Collateral Trustee, and Wilmington Trust, National Association, as collateral trustee hereunder (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 26 SECTION 6.1 Resignation or Removal of Collateral Trustee 4143 26 SECTION 6.2 Appointment of Successor Collateral Trustee 4143 26 SECTION 6.3 Succession 4244 27 SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 27 ARTICLE 7. MISCELLANEOUS PROVISIONS 4345 28 SECTION 7.1 Amendment 4345 28 SECTION 7.2 Voting 4547 29 SECTION 7.3 Further Assurances 4548 29 SECTION 7.4 Perfection of Subordinated Trust Estate 4648 Successors and Assigns 30 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Delay and Waiver 4749 30 SECTION 7.6 Notices 31 SECTION 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Parity Lien Obligations 4850 31 SECTION 7.8 Entire Agreement 31 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 Compensation; Expenses 4851 32 SECTION 7.10 Indemnity 32 SECTION 7.11 Indemnity 4951 Effectiveness 33 SECTION 7.12 Severability 5052 33 SECTION 7.13 Section Headings 5052 33 SECTION 7.14 Obligations Secured 5052 34 SECTION 7.15 Governing Law 5052 34 SECTION 7.16 Consent to Jurisdiction 5053 34 SECTION 7.17 Waiver of Jury Trial 5053 34 SECTION 7.18 Counterparts 5153 35 SECTION 7.19 Effectiveness 5153 Grantors and Additional Grantors 35 SECTION 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 35 SECTION 7.21 Insolvency 35 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Authorized Representatives 5254 35 SECTION 7.23 Intercreditor Agreements 36 SECTION 7.24 Intercreditor Agreement 5255 Force Majeure 36 SECTION 7.25 Appointment Under Term Credit Agreement 5255 This U.S.A. Patriot Act 36 EXHIBIT A – Additional Parity Lien Debt Designation EXHIBIT B – Form of Collateral Trust Agreement Joinder—Additional Parity Lien Obligations EXHIBIT C – Form of Collateral Trust Joinder—Additional Grantor COLLATERAL TRUST AGREEMENT (this “Agreement”) is dated as of November 9amended, 2012 and(as amended pursuant to the 2017 Refinancing Amendment and as further amendedsupplemented, amended and restated, supplemented restated or otherwise modified from time to timetime in accordance with Section 7.1 hereof, this “Agreement”) is by and dated as of August 16, 2016 among MRC Global TRU TAJ LLC, a Delaware limited liability company (US) the “Issuer”), TRU Taj Finance, Inc., (f/k/a XxXxxxxx Red Man Corporation), a Delaware corporation (the “Company”)Co-Issuer” and, together with the Issuer, the Guarantors “Issuers”) the other Grantors from time to time party hereto, JPMorgan Chase Bank of AmericaWilmington Trust, N.A.National Association, as administrative agent under the Term Credit Agreement Trustee (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”defined below), the other Secured Debt Representatives (as hereinafter defined) from time to time party heretoand Wilmington Trust, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION 26 Section 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 26 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 26 Section 6.3 Succession 4244 SECTION 27 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. 27 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 27 ARTICLE 7 MISCELLANEOUS PROVISIONS 4345 SECTION 28 Section 7.1 Amendment 4345 SECTION 28 Section 7.2 Voting 4547 SECTION 30 Section 7.3 Further Assurances 4548 SECTION 31 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 32 Section 7.5 Delay and Waiver 4749 SECTION 32 Section 7.6 Notices 32 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 34 Section 7.8 Compensation; Expenses 4851 SECTION 34 Section 7.9 Indemnity 35 Section 7.10 Severability 36 Section 7.11 Indemnity 4951 SECTION Headings 36 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 36 Section 7.13 Governing Law 5052 SECTION 7.16 36 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 36 Section 7.15 Waiver of Jury Trial 5053 SECTION 37 Section 7.16 Counterparts, Electronic Signatures 37 Section 7.17 Effectiveness 38 Section 7.18 Counterparts 5153 SECTION Grantors and Additional Grantors 38 Section 7.19 Effectiveness 5153 SECTION Insolvency 38 Section 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Parity Lien Representatives 5254 SECTION 7.24 38 Section 7.21 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 38 Section 7.22 Force Majeure 39 Exhibit A [Form of] Additional Parity Lien Debt Certificate Exhibit B [Form of] Collateral Trust Joinder — Additional Debt Exhibit C [Form of] Collateral Trust Joinder — Additional Grantor This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 9February 17, 2012 and(as amended pursuant to the 2017 Refinancing Amendment 2016, and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) Inc.PetroQuest Energy, (f/k/a XxXxxxxx Red Man Corporation), a Delaware corporation Inc. (the “Company”), the Subsidiary Guarantors from time to time party hereto, JPMorgan Chase Bank of AmericaWilmington Trust, N.A.National Association, as administrative agent under the Term Credit Agreement Trustee (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”defined below), the other Secured Debt Representatives (as hereinafter defined) from time to time party heretoand Wilmington Trust, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION 6.1 SECTION 6.2 SECTION 6.3 SECTION 6.4 ARTICLE 7.MISCELLANEOUS PROVISIONS SECTION 7.1 SECTION 7.2 SECTION 7.3 SECTION 7.4 SECTION 7.5 SECTION 7.6 SECTION 7.7 SECTION 7.8 SECTION 7.9 SECTION 7.10 SECTION 7.11 SECTION 7.12 SECTION 7.13 SECTION 7.14 SECTION 7.15 SECTION 7.16 SECTION 7.17 SECTION 7.18 SECTION 7.19 SECTION 7.20 SECTION 7.21 SECTION 7.22 SECTION 7.23 SECTION 7.24 Resignation or Removal of Collateral Trustee 4143 SECTION 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 6.3 Succession 4244 SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 7.1 Amendment 4345 SECTION 7.2 Voting 4547 SECTION 7.3 Further Assurances 4548 SECTION 7.4 Assurances; Insurance; Real Estate Perfection of Subordinated Junior Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns Delay and Waiver 4749 SECTION 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 Compensation; Expenses 4851 SECTION 7.11 Indemnity 4951 SECTION 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 Governing Law 5052 SECTION 7.16 Consent to Jurisdiction 5053 SECTION 7.17 Waiver of Jury Trial 5053 SECTION 7.18 Counterparts 5153 SECTION 7.19 Effectiveness 5153 SECTION 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Representatives 5254 SECTION 7.24 Patriot Act EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F – – – – – - Additional Secured Debt Designation Form of Collateral Trust Joinder—Additional Secured Debt Form of Collateral Trust Joinder—Additional Guarantors Form of ABL Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 Form of Mortgage Form of Opinion SCHEDULE 1 – Mortgaged Properties This Collateral Trust Agreement (this “Agreement”) is dated as of November 9July 31, 2012 and(as amended pursuant to the 2017 Refinancing Amendment 2009 and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) Inc., (f/k/a XxXxxxxx Red Man Corporation)Xxxxxx Xxxxxxxxxxx, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, JPMorgan Chase Deutsche Bank Trust Company Americas, a banking corporation duly organized under the laws of America, N.A.the State of New York, as administrative agent First Lien Trustee (as defined below), Deutsche Bank Trust Company Americas, a banking corporation duly organized under the Term Credit Agreement laws of the State of New York, as Second Lien Trustee (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”defined below), the other Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Deutsche Bank National AssociationTrust Company Americas, a banking corporation duly organized under the laws of the State of New York, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION Section 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 26 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 26 Section 6.3 Succession 4244 SECTION 27 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 27 Section 7.1 Amendment 4345 SECTION 28 Section 7.2 Voting 4547 SECTION 29 Section 7.3 Further Assurances 4548 SECTION 29 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 30 Section 7.5 Delay and Waiver 4749 SECTION 30 Section 7.6 Notices 31 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 32 Section 7.8 Compensation; Expenses 4851 SECTION 32 Section 7.9 Indemnity 33 Section 7.10 Severability 33 Section 7.11 Indemnity 4951 SECTION Section Headings 33 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 34 Section 7.13 Governing Law 5052 SECTION 7.16 34 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 34 Section 7.15 Waiver of Jury Trial 5053 SECTION 34 Section 7.16 Counterparts 35 Section 7.17 Grantors and Additional Grantors 35 Section 7.18 Counterparts 5153 SECTION Insolvency 35 Section 7.19 Effectiveness 5153 SECTION 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Parity Lien Representatives 5254 SECTION 7.24 35 Section 7.20 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 This 35 EXHIBIT A Form of Additional Parity Lien Debt Designation EXHIBIT B Form of Collateral Trust Agreement Joinder – Additional Parity Lien Debt EXHIBIT C Form of Collateral Trust Joinder – Additional Grantor This COLLATERAL TRUST AGREEMENT (this “Agreement”) is dated as of November 9amended, 2012 and(as amended pursuant to the 2017 Refinancing Amendment and as further amendedsupplemented, amended and restated, supplemented restated or otherwise modified from time to timetime in accordance with Section 7.1 hereof, this “Agreement”) ), dated as of August 1, 2013, is made by and among MRC Global (US) Inc.ALLIANCE ONE INTERNATIONAL, (f/k/a XxXxxxxx Red Man Corporation)INC., a Delaware Virginia corporation (the “CompanyIssuer”), the Guarantors other Grantors from time to time party hereto, JPMorgan Chase Bank of America, N.A.LAW DEBENTURE TRUST COMPANY OF NEW YORK, as administrative agent under the Term Credit Agreement Trustee (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”defined below), the other Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Bank National AssociationLAW DEBENTURE TRUST COMPANY OF NEW YORK, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION Section 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 31 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 31 Section 6.3 Succession 4244 SECTION 32 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 32 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 32 Section 7.1 Amendment 4345 SECTION 33 Section 7.2 Voting 4547 SECTION 35 Section 7.3 Further Assurances 4548 SECTION 35 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 36 Section 7.5 Delay and Waiver 4749 SECTION 37 Section 7.6 Notices 37 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 38 Section 7.8 Compensation; Expenses 4851 SECTION 38 Section 7.9 Indemnity 39 Section 7.10 Severability 40 Section 7.11 Indemnity 4951 SECTION Headings 40 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 40 Section 7.13 Governing Law 5052 SECTION 7.16 40 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 40 Section 7.15 Waiver of Jury Trial 5053 SECTION 41 Section 7.16 Counterparts, Electronic Signatures 42 Section 7.17 Effectiveness 42 Section 7.18 Counterparts 5153 SECTION Grantors and Additional Grantors 42 Section 7.19 Effectiveness 5153 SECTION Insolvency 42 Section 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Parity Lien Representatives 5254 SECTION 7.24 42 Section 7.21 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 42 Section 7.22 Force Majeure 43 Section 7.23 U.S.A. Patriot Act 43 Exhibit A [Form of] Additional Parity Lien Debt Certificate Exhibit B [Form of] Collateral Trust Joinder – Additional Debt Exhibit C [Form of] Collateral Trust Joinder – Additional Grantor This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 9as of March 15, 2012 and(as amended pursuant to the 2017 Refinancing Amendment 2017, and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) EXCO Resources, Inc., (f/k/a XxXxxxxx Red Man Corporation), a Delaware Texas corporation (the “Company”), the Grantors and Guarantors from time to time party hereto, JPMorgan Chase Bank of AmericaWilmington Trust, N.A., as administrative agent under the Term Credit Agreement (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”), the other Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Bank National Association, as Collateral Second Lien Notes Trustee (as defined below), and Wilmington Trust, National Association, as collateral trustee hereunder (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 30 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 30 Section 6.3 Succession 4244 SECTION 30 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 31 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 31 Section 7.1 Amendment 4345 SECTION 32 Section 7.2 Voting 4547 SECTION 35 Section 7.3 Further Assurances 4548 SECTION 35 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 36 Section 7.5 Delay and Waiver 4749 SECTION 36 Section 7.6 Notices 36 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 37 Section 7.8 Compensation; Expenses 4851 SECTION 37 Section 7.9 Indemnity 39 Section 7.10 Severability 39 Section 7.11 Indemnity 4951 SECTION Headings 39 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 40 Section 7.13 Governing Law 5052 SECTION 7.16 40 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 40 Section 7.15 Waiver of Jury Trial 5053 SECTION 40 Section 7.16 Counterparts, Electronic Signatures 41 Section 7.17 Effectiveness 41 Section 7.18 Counterparts 5153 SECTION Grantors and Additional Grantors 41 Section 7.19 Effectiveness 5153 SECTION 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 41 Section 7.20 Insolvency 5254 SECTION 7.23 41 Section 7.21 Rights and Immunities of Parity Lien Representatives 42 Section 7.22 Intercreditor Agreement 42 Section 7.23 Force Majeure 42 Section 7.24 U.S.A. Patriot Act 42 Section 7.25 Representations and Warranties 43 Exhibit A [Form of] Additional Secured Debt Representatives 5254 SECTION 7.24 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 Designation Exhibit B [Form of] Collateral Trust Joinder – Additional Debt Exhibit C [Form of] Collateral Trust Joinder – Additional Grantor This Amended and Restated Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 9August 1, 2012 and(as amended pursuant to the 2017 Refinancing Amendment and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) Inc.Vanguard Natural Resources, Inc. (f/k/a XxXxxxxx Red Man Corporation), a Delaware corporation VNR Finance Corp.) (the “Company”), the Grantors and Guarantors from time to time party hereto, JPMorgan Chase Bank of America, N.A.Delaware Trust Company, as administrative agent under the Term Credit Agreement Trustee (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”defined below), the other Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Bank National AssociationDelaware Trust Company, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”)) and any Parity Lien Representative of a Series of Parity Lien Debt that executes and delivers a Collateral Trust Joinder.

Resignation and Removal of the Collateral Trustee. 4143 SECTION 6.1 50 Section 7.1 Resignation or Removal of Collateral Trustee 4143 SECTION 6.2 50 Section 7.2 Appointment of Successor Collateral Trustee 4143 SECTION 6.3 50 Section 7.3 Succession 4244 SECTION 6.4 51 Section 7.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 751 ARTICLE VIII. MISCELLANEOUS PROVISIONS 4345 SECTION 7.1 51 Section 8.1 Amendment 4345 SECTION 7.2 51 Section 8.2 Voting 4547 SECTION 7.3 54 Section 8.3 Further Assurances 4548 SECTION 7.4 Assurances; Insurance 54 Section 8.4 Perfection of Subordinated Junior Trust Estate 4648 SECTION 7.5 54 Section 8.5 When Discharge of Secured Obligations Deemed to Not Have Occurred 55 Section 8.6 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 55 Section 8.7 Delay and Waiver 4749 SECTION 7.7 55 Section 8.8 Notices 4749 SECTION 7.8 56 Section 8.9 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 57 Section 8.10 Entire Agreement 4850 SECTION 7.10 57 ii Section 8.11 Compensation; Expenses 4851 SECTION 7.11 57 Section 8.12 Indemnity 4951 SECTION 7.12 58 Section 8.13 Actions Upon Breach; Specific Performance 59 Section 8.14 Severability 5052 SECTION 7.13 60 Section 8.15 Section Headings 5052 SECTION 7.14 60 Section 8.16 Obligations Secured 5052 SECTION 7.15 60 Section 8.17 Governing Law 5052 SECTION 7.16 60 Section 8.18 Consent to Jurisdiction 5053 SECTION 7.17 60 Section 8.19 Waiver of Jury Trial 5053 SECTION 7.18 Counterparts 5153 SECTION 7.19 Effectiveness 5153 SECTION 7.20 61 Section 8.20 Counterparts; Electronic Signatures 61 Section 8.21 Guarantors and Additional Guarantors 5154 SECTION 7.21 61 Section 8.22 Continuing Nature of this Agreement 5154 SECTION 7.22 61 Section 8.23 Insolvency 5254 SECTION 7.23 62 Section 8.24 Rights and Immunities of Secured Debt Representatives 5254 SECTION 7.24 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 This 62 EXHIBIT A – Additional Secured Debt Designation EXHIBIT B – Form of Collateral Trust Agreement (this “Agreement”) is dated as of November 9, 2012 and(as amended pursuant to the 2017 Refinancing Amendment and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) Inc., (f/k/a XxXxxxxx Red Man Corporation), a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, JPMorgan Chase Bank of America, N.A., as administrative agent under the Term Credit Agreement (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”), the other Joinder—Additional Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Bank National Association, as EXHIBIT C – Form of Collateral Trustee (in such capacity and together with its successors in such capacity, the “Trust Joinder—Additional Guarantors EXHIBIT D – Additional Secured Obligation Designation EXHIBIT E – Form of Collateral Trustee”).Trust Joinder—Additional Secured Obligations iii

Resignation and Removal of the Collateral Trustee. 4143 SECTION Section 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 26 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 26 Section 6.3 Succession 4244 SECTION 27 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 27 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 28 Section 7.1 Amendment 4345 SECTION 29 Section 7.2 Voting 4547 SECTION 30 Section 7.3 Further Assurances 4548 SECTION 31 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 32 Section 7.5 Delay and Waiver 4749 SECTION 32 Section 7.6 Notices 32 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 34 Section 7.8 Compensation; Expenses 4851 SECTION 34 Section 7.9 Indemnity 35 Section 7.10 Severability 36 Section 7.11 Indemnity 4951 SECTION Headings 36 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 36 Section 7.13 Governing Law 5052 SECTION 7.16 36 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 36 Section 7.15 Waiver of Jury Trial 5053 SECTION 36 Section 7.16 Counterparts, Electronic Signatures 37 Section 7.17 Effectiveness 37 Section 7.18 Counterparts 5153 SECTION Grantors and Additional Grantors 37 Section 7.19 Effectiveness 5153 SECTION Insolvency 38 Section 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Parity Lien Representatives 5254 SECTION 7.24 38 Section 7.21 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 38 Section 7.22 Force Majeure 39 Section 7.23 U.S.A. Patriot Act 39 Exhibit A [Form of] Additional Parity Lien Debt Certificate Exhibit B [Form of] Collateral Trust Joinder – Additional Debt Exhibit C [Form of] Collateral Trust Joinder – Additional Grantor This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 9October 26, 2012 and(as amended pursuant to the 2017 Refinancing Amendment 2015 and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) EXCO Resources, Inc., (f/k/a XxXxxxxx Red Man Corporation), a Delaware Texas corporation (the “Company”), the Grantors and Guarantors from time to time party hereto, JPMorgan Chase Bank of America, N.A.Xxxxxxx Watsa Investment Counsel Ltd., as administrative agent under the Term Credit Agreement Administrative Agent (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”defined below), the other Secured Debt Representatives (as hereinafter defined) from time to time party heretoand Wilmington Trust, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION Section 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 27 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 27 Section 6.3 Succession 4244 SECTION 28 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 28 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 28 Section 7.1 Amendment 4345 SECTION 29 Section 7.2 Voting 4547 SECTION 32 Section 7.3 Further Assurances 4548 SECTION 32 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 33 Section 7.5 Delay and Waiver 4749 SECTION 33 Section 7.6 Notices 34 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 35 Section 7.8 Compensation; Expenses 4851 SECTION 35 Section 7.9 Indemnity 36 Section 7.10 Severability 37 Section 7.11 Indemnity 4951 SECTION Headings 37 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 37 Section 7.13 Governing Law 5052 SECTION 7.16 37 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 37 Section 7.15 Waiver of Jury Trial 5053 SECTION 38 Section 7.16 Counterparts, Electronic Signatures 39 Section 7.17 Effectiveness 39 Section 7.18 Counterparts 5153 SECTION Grantors and Additional Grantors 39 Section 7.19 Effectiveness 5153 SECTION Insolvency 39 Section 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 Insolvency 5254 SECTION 7.23 Rights and Immunities of Secured Debt Parity Lien Representatives 5254 SECTION 7.24 39 Section 7.21 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 39 Section 7.22 Force Majeure 40 Section 7.23 Representations and Warranties 40 Section 7.24 Additional Persons Bound Hereby 40 EXHIBIT A FORM OF ADDITIONAL PARITY LIEN DEBT CERTIFICATE EXHIBIT B FORM OF COLLATERAL TRUST JOINDER - ADDITIONAL DEBT EXHIBIT C FORM OF COLLATERAL TRUST JOINDER - ADDITIONAL GRANTOR This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 9May 10, 2012 and(as amended pursuant to the 2017 Refinancing Amendment 2016 and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global (US) Inc., (f/k/a XxXxxxxx Red Man Corporation), a Delaware corporation Denbury Resources Inc. (the “Company”), the Guarantors from time to time party hereto, JPMorgan Chase Bank of AmericaWilmington Trust, N.A.National Association, as administrative agent under the Term Credit Agreement a Parity Lien Representative (as hereinafter defineddefined below) of the holders of the Notes (as defined below) (in such capacity and together with its successors in such capacity, the “Term Administrative AgentTrustee”), the other Secured Debt Parity Lien Representatives (as hereinafter defined) from time to time party heretohereto and Wilmington Trust, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

Resignation and Removal of the Collateral Trustee. 4143 SECTION 6.1 Resignation or Removal of Collateral Trustee 4143 SECTION 30 Section 6.2 Appointment of Successor Collateral Trustee 4143 SECTION 30 Section 6.3 Succession 4244 SECTION 30 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 4244 Article 7. MISCELLANEOUS PROVISIONS 4345 SECTION 31 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 31 Section 7.1 Amendment 4345 SECTION 32 Section 7.2 Voting 4547 SECTION 35 Section 7.3 Further Assurances 4548 SECTION 35 Section 7.4 Perfection of Subordinated Trust Estate 4648 SECTION 7.5 Successors and Assigns; Third Party Beneficiaries 4649 SECTION 7.6 Assigns 36 Section 7.5 Delay and Waiver 4749 SECTION 36 Section 7.6 Notices 36 Section 7.7 Notices 4749 SECTION 7.8 Notice Following Discharge of Priority Lien Obligations 4850 SECTION 7.9 Entire Agreement 4850 SECTION 7.10 37 Section 7.8 Compensation; Expenses 4851 SECTION 38 Section 7.9 Indemnity 39 Section 7.10 Severability 39 Section 7.11 Indemnity 4951 SECTION Headings 39 Section 7.12 Severability 5052 SECTION 7.13 Headings 5052 SECTION 7.14 Obligations Secured 5052 SECTION 7.15 40 Section 7.13 Governing Law 5052 SECTION 7.16 40 Section 7.14 Consent to Jurisdiction 5053 SECTION 7.17 40 Section 7.15 Waiver of Jury Trial 5053 SECTION 40 Section 7.16 Counterparts, Electronic Signatures 41 Section 7.17 Effectiveness 41 Section 7.18 Counterparts 5153 SECTION Grantors and Additional Grantors 41 Section 7.19 Effectiveness 5153 SECTION 7.20 Additional Guarantors 5154 SECTION 7.21 Continuing Nature of this Agreement 5154 SECTION 7.22 41 Section 7.20 Insolvency 5254 SECTION 7.23 41 Section 7.21 Rights and Immunities of Parity Lien Representatives 42 Section 7.22 Intercreditor Agreement 42 Section 7.23 Force Majeure 42 Section 7.24 U.S.A. Patriot Act 42 Section 7.25 Representations and Warranties 43 Exhibit A [Form of] Additional Secured Debt Representatives 5254 SECTION 7.24 Intercreditor Agreement 5255 SECTION 7.25 Appointment Under Term Credit Agreement 5255 Designation Exhibit B [Form of] Collateral Trust Joinder – Additional Debt Exhibit C [Form of] Collateral Trust Joinder – Additional Grantor This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 9February 10, 2012 and(as amended pursuant to the 2017 Refinancing Amendment 2016 and as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is by and among MRC Global Vanguard Natural Gas, LLC (US) Inc.“Vanguard”), Vanguard Finance Corp., (f/k/a XxXxxxxx Red Man Corporation)collectively with Vanguard, a Delaware corporation (the “Company”), the Grantors and Guarantors from time to time party hereto, JPMorgan Chase U.S. Bank of America, N.A.National Association, as administrative agent under the Term Credit Agreement Trustee (as hereinafter defined) (in such capacity and together with its successors in such capacity, the “Term Administrative Agent”defined below), the other Secured Debt Representatives (as hereinafter defined) from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”)) and any Parity Lien Representative of a Series of Parity Lien Debt that executes and delivers a Collateral Trust Joinder.