Subordination of Indebtedness. Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Credit Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.
Subordination of Indebtedness. Other than the Sky Vessel Indebtedness, (i) the Parent shall procure that any and all of its Indebtedness with any other Credit Party and/or any shareholder of the Parent is at all times fully subordinated to the Credit Document Obligations and (ii) the Parent shall not make or permit to be made any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing Indebtedness with any shareholder of the Parent. Upon the occurrence of an Event of Default, the Parent shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing Indebtedness with any other Credit Party (including, for the avoidance of doubt, the Sky Vessel Indebtedness); provided that, notwithstanding anything set forth in this Agreement to the contrary, the consent of the Lenders will be required for any (I) prepayment of the Sky Vessel Indebtedness in advance of the scheduled repayments set forth in the memorandum of agreement referred to in the definition of Sky Vessel and (II) amendment to the memorandum of agreement referred to in the definition of Sky Vessel to the extent that such amendment involves a material change to terms of the financing arrangements set forth therein that is adverse to the interests of either the Parent or the Lenders (including, without limitation, any change that is adverse to the interests of either the Parent or the Lenders (i) in the timing and/or schedule of repayment applicable to such financing arrangements by more than five Business Days or (ii) in the interest rate applicable to such financing arrangements). This Section 10.11 is without prejudice to Section 4.02(d).
Subordination of Indebtedness. Other than the Sky Vessel Indebtedness, (i) the Parent shall procure that any and all of its Indebtedness with any other Credit Party and/or any shareholder of the Parent is at all times fully subordinated to the Credit Document Obligations and (ii) the Parent shall not make or permit to be made any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing Indebtedness with any shareholder of the Parent. Upon the occurrence of an Event of Default, the Parent shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing Indebtedness with any other Credit Party (including, for the avoidance of doubt, the Sky Vessel Indebtedness); provided that, notwithstanding anything set forth in this Agreement to the contrary, the consent of the Lenders will be required for any (I) prepayment of the Sky Vessel Indebtedness in advance of the scheduled repayments set forth in the memorandum of agreement referred to in the definition of Sky Vessel Indebtedness and (II) amendment to the memorandum of agreement referred to in the definition of Sky Vessel Indebtedness to the extent that such amendment involves a material change to terms of the financing arrangements set forth therein that is adverse to the interests of either the Parent or the Lenders (including, without limitation, any change that is adverse to the interests of either the Parent or the Lenders (i) in the timing and/or schedule of repayment applicable to such financing arrangements by more than five Business Days or (ii) in the interest rate applicable to such financing arrangements).
Subordination of Indebtedness. 8 Section 4.1 Subordination of All Guarantor Claims......................8 Section 4.2
Subordination of Indebtedness. Each Guarantor agrees that all indebtedness of Borrower to Guarantor, whether now existing or hereafter created, direct or indirect, contingent, joint, several, independent, due or to become due, or held or to be held by Guarantor, whether created directly or acquired by assignment or otherwise (the “Subordinated Indebtedness”), be and hereby is expressly subordinated and junior in right of payment to all of the Guaranteed Obligations. Until the Loan is repaid in full, Guarantor shall take no action to enforce payment of any Subordinated Indebtedness by Borrower.
Subordination of Indebtedness. Any indebtedness of the Borrower for borrowed money now or hereafter owed to any Guarantor is hereby subordinated in right of payment to the payment by the Borrower of the Obligations, and if a default in the payment of the Obligations shall have occurred and be continuing, any such indebtedness of the Borrower owed to any Guarantor, if collected or received by such Guarantor, shall be held in trust by such Guarantor for the holders of the Obligations and be paid over to the Administrative Agent for application in accordance with this Agreement and the other Loan Documents.
Subordination of Indebtedness. Any indebtedness or other obligation of Company now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Company to the Holders, except as such indebtedness or other obligation is expressly permitted to be paid under the Shelf Agreement; and such indebtedness of Company to Guarantor is assigned to the Holders as security for this Guaranty, and if such Holders so request shall be collected, enforced and received by Guarantor in trust for the Holders and to be paid over to such holders on account of the Guaranteed Obligations of Company to such Holders, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Company to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to the Holders. Nothing in this Section 11 shall prohibit the Company from making, or Guarantor from accepting, any scheduled payment of principal or interest on any subordinated indebtedness at a time when no Default or Event of Default has occurred and is continuing.
Subordination of Indebtedness. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the Indebtedness of the Borrower to the Holder; and, upon the request of the Holder, such indebtedness of the Borrower to the Guarantors shall be collected, enforced and received by the Guarantors as trustee for the Holder and shall be paid over to the Holder on account of the Indebtedness of the Borrower to the Holder without reducing or affecting in any manner the liability of the Guarantors under the other provisions of this Guaranty.
Subordination of Indebtedness of the Borrower to the Guarantor to the Guarantied Obligations. The Guarantor agrees that:
(a) Any Indebtedness of the Borrower now or hereafter owed to the Guarantor hereby is subordinated in right of payment to the Guarantied Obligations.
(b) If the Bank so requests, upon the occurrence and during the continuance of any Event of Default, all such Indebtedness of the Borrower now or hereafter owed to the Guarantor shall be collected, enforced and received by the Guarantor as trustee for the Bank and shall be paid over to the Bank in kind on account of the Guarantied Obligations, but without reducing or affecting in any manner the obligations of the Guarantor under the other provisions of this Subsidiary Guaranty.
(c) Should the Guarantor fail to collect or enforce any such Indebtedness of the Borrower now or hereafter owed to the Guarantor and pay the proceeds thereof to Bank in accordance with Section 5(b) hereof, the Bank as the Guarantor's attorney-in-fact may do such acts and sign such documents in the Guarantor's name as the Bank considers necessary or desirable to effect such collection, enforcement and/or payment.
Subordination of Indebtedness. Section 8.01 Subordination of All Obligor Claims 18 Section 8.02 Claims in Bankruptcy 18 Section 8.03 Payments Held in Trust 19 Section 8.04 Liens Subordinate 19 Section 9.01 Waiver 19 Section 9.02 Notices 19 Section 9.03 Amendments in Writing 19 Section 9.04 Successors and Assigns 19 Section 9.05 Survival; Revival; Reinstatement 20 Section 9.06 Counterparts; Integration; Effectiveness 20 Section 9.07 Severability 21 Section 9.08 Set-Off 21 Section 9.09 Governing Law; Submission to Jurisdiction 21 Section 9.10 Headings 22 Section 9.11 Acknowledgments 22 Section 9.12 Additional Obligors and Pledgors 23 Section 9.13 Releases 23 Section 9.14 Acceptance 24 Section 9.15 Guarantor Senior Indebtedness 24 Section 9.16 Amendment and Restatement 24 Annex I Form of Assumption Agreement Annex II Form of Supplement Annex III Form of Supplemental Pledge Agreement Schedule 1 Notice Addresses of Obligors Schedule 2 Description of Pledged Securities Schedule 3 Filings and Other Actions Required to Perfect Security Interests Schedule 4 Location of Jurisdiction of Organization and Chief Executive Office Exhibit A Acknowledgment and Consent This AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT is dated as of December 8, 2014, and is by Xxxxxxx Petroleum Corporation, a Delaware corporation (the “Parent Guarantor”), Xxxxxxx Oil and Gas Corporation, a Delaware corporation (the “Borrower”), and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any other Restricted Subsidiary of the Parent Guarantor that becomes a party hereto from time to time after the date hereof, the “Obligors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Sixth Amended and Restated Credit Agreement dated as of August 27, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Parent Guarantor, the Lenders, the Administrative Agent, and the other Agents party thereto.
