Trustee and Collateral Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or the Collateral Trustee by reason of this Second Supplemental Indenture. This Second Supplemental Indenture is executed and accepted by the Trustee and the Collateral Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee and the Collateral Trustee make no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture. Additionally, the Trustee and the Collateral Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee and the Collateral Trustee make no representation with respect to any such matters.
Trustee and Collateral Trustee. U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Trustee By: /s/ Sxxxxx X. Xxxxxx Name: Sxxxxx X. Xxxxxx Title: Vice President EXHIBIT A FORM OF NOTE [Face of Note] CUSIP __________ ISIN __________ 7.0% Senior Secured Second Lien Notes due 2023 No. ___ $____________ VANGUARD NATURAL RESOURCES, LLC VNR FINANCE CORP. promise to pay, jointly and severally, to __________________ or registered assigns, the principal sum of _______________________ DOLLARS of the United States of America [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on February 15, 2023 (or December 31, 2019 if required by the provisions of paragraph 3 set forth on the reverse hereof). Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit of the Indenture or be valid or obligatory for any purpose. Dated: _______________, 20___ VANGUARD NATURAL RESOURCES, LLC By: Name: Title: VNR FINANCE CORP. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [Back of Note] 7.0% Senior Secured Second Lien Note due 2023 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
Trustee and Collateral Trustee. Section 7.01 Duties of Trustee 69 Section 7.02 Rights of Trustee 71 Section 7.03 Individual Rights of Trustee 71 Section 7.04 Trustee’s Disclaimer 71 Section 7.05 Notice of Defaults 71 Section 7.06 Reports by Trustee to Holders of the Notes 72 Section 7.07 Compensation and Indemnity 72 Section 7.08 Replacement of Trustee 73 Section 7.09 Successor Trustee by Xxxxxx, etc 74 Section 7.10 Eligibility; Disqualification 74 Section 7.11 Preferential Collection of Claims Against Company 74 Section 7.12 Appointment 74 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 74 Section 8.02 Legal Defeasance and Discharge 74 Page
Trustee and Collateral Trustee. Section 7.01 Duties of Trustee and Second Lien Collateral Trustee 66 Section 7.02 Certain Rights of Trustee and Second Lien Collateral Trustee 67 Section 7.03 Individual Rights of Trustee or Second Lien Collateral Trustee 68 Section 7.04 Disclaimer 69 Section 7.05 Notice of Defaults 69 Section 7.06 Reports by Trustee to Holders of the Notes 69 Section 7.07 Compensation and Indemnity 69 Section 7.08 Replacement of Trustee or Second Lien Collateral Trustee 70 Section 7.09 Successor by Xxxxxx, Etc. 71 Section 7.10 Eligibility; Disqualification 71 Section 7.11 Preferential Collection of Claims Against Company 71 Section 7.12 Application for Instructions from the Company 71 ARTICLE EIGHT
Trustee and Collateral Trustee. NOT FIDUCIARY FOR HOLDERS OF FIRST PRIORITY CLAIMS. The Trustee and the Collateral Trustee will not be deemed to owe any fiduciary duty to the holders of First Priority Claims and will not be liable to any such holders if the Trustee or the Collateral Trustee in good faith mistakenly pays over or distributes to Holders of Notes or to the Company or to any other Person cash, Property or securities to which any holders of First Priority Claims will be entitled by virtue of this Article 10 or otherwise. With respect to the holders of First Priority Claims, the Trustee and the Collateral Trustee undertake to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to holders of First Priority Claims will be read into this Indenture against the Trustee or the Collateral Trustee.
Trustee and Collateral Trustee. Section 7.01 Duties of Trustee and Collateral Trustee. 83 Section 7.02 Rights of Trustee. 85 Section 7.03 Individual Rights of Trustee and Collateral Trustee. 87 Section 7.04 Disclaimer. 88 Section 7.05 Notice of Defaults. 88 Section 7.06 Compensation and Indemnity. 88 Section 7.07 Replacement of Trustee or Collateral Trustee. 89 Section 7.08 Successor Trustee by Merger, etc. 90 Section 7.09 Eligibility; Disqualification 90 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 91 Section 8.02 Legal Defeasance and Discharge. 91 Section 8.03 Covenant Defeasance. 91 Section 8.04 Conditions to Legal or Covenant Defeasance. 92
Trustee and Collateral Trustee. Section 7.01
Trustee and Collateral Trustee. Section 7.01 Duties of Trustee and Second Lien Collateral Trustee 59 Section 7.02 Certain Rights of Trustee and Second Lien Collateral Trustee 60 Section 7.03 Individual Rights of Trustee or Second Lien Collateral Trustee 62 Section 7.04 Disclaimer 62 Section 7.05 Notice of Defaults 62 Section 7.06 Reports by Trustee to Holders of the Notes 62 Section 7.07 Compensation and Indemnity 62 Section 7.08 Replacement of Trustee or Second Lien Collateral Trustee 63 Section 7.09 Successor by Xxxxxx, Etc. 64 Section 7.10 Eligibility; Disqualification 64 Section 7.11 Preferential Collection of Claims Against Company 64 Section 7.12 Application for Instructions from the Company 64 ARTICLE EIGHT DEFEASANCE AND COVENANT DEFEASANCE Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 65 Section 8.02 Legal Defeasance and Discharge 65 Section 8.03 Covenant Defeasance 65 Section 8.04 Conditions to Legal or Covenant Defeasance 66
Trustee and Collateral Trustee. (a) The Trustee shall initially act as Collateral Trustee and shall be authorized to appoint co-Collateral Trustee as necessary in its sole discretion. In the event the Trustee and the Collateral Trustee shall at any time not be the same Person, the Collateral Trustee shall take such actions under the Collateral Documents and the Intercreditor Agreement as are requested by the Trustee and as are not inconsistent with or contrary to the provisions of any Collateral Document or the Intercreditor Agreement. Except as otherwise explicitly provided herein or in the Collateral Documents or the Intercreditor Agreement, neither the Collateral Trustee nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Trustee nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith.
Trustee and Collateral Trustee
