Common use of Subordination of Indebtedness Clause in Contracts

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.

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 18 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.

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 73 || SCHEDULE I Commitments and Percentages SCHEDULE II* Disclosure Schedule Item 9.6 Litigation, etc. Item 9.8 Subsidiaries Item 9.9 Pension and Welfare Plans Item 9.13 Environmental Matters Item 9.16 Insurance Item 9.17 Real Property Item 10.9 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 Item 10.10 Investments EXHIBIT A Form of Assumption Agreement Annex II Note (Section 3.1) EXHIBIT B* Global Budget (Section 10.1.11) EXHIBIT C Budget Compliance Certificate (Section 10.1.12) EXHIBIT D Form of Supplement Annex III Notice of Borrowing (Section 2.2) EXHIBIT E Form of Supplemental Pledge Compliance Certificate (Section 10.1.3) EXHIBIT G Form of Exemption Certificate (Section 13.10) EXHIBIT H Form of Assignment Agreement Schedule 1 Notice Addresses of Obligors Schedule 2 Description of Pledged Securities Schedule 3 Filings (Section 14.9.1) * Schedules and Other Actions Required to Perfect Security Interests Schedule 4 Location of Jurisdiction of Organization Exhibits have been omitted and Chief Executive Office Exhibit A Acknowledgment and Consent This AMENDED AND RESTATED GUARANTY AND COLLATERAL will be provided in accordance with Regulation S-K upon request. POST-PETITION CREDIT AGREEMENT is THIS POST-PETITION CREDIT AGREEMENT, dated as of December 8March 11, 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 2002 (as amended, supplemented amended or otherwise modified from time to time, the “Credit Agreement”this "AGREEMENT"), is entered into among U.S. AGGREGATES, INC., a Delaware corporation (the Borrower"Company"), the Parent Guarantorundersigned financial institutions (together with their respective successors and assigns, collectively the "LENDERS" and individually each a "LENDER") and BANK OF AMERICA, N.A., as post-petition agent and letter of credit issuing bank for the Lenders, the Administrative Agent, and the other Agents party thereto.

Subordination of Indebtedness. Section 8.01 9.01 Subordination of All Obligor Guarantor Claims 18 * Section 8.02 9.02 Claims in Bankruptcy 18 * Section 8.03 9.03 Payments Held in Trust 19 * Section 8.04 9.04 Liens Subordinate 19 * Section 9.01 9.05 Notation of Records * ARTICLE X Miscellaneous * Section 10.01 Waiver 19 * Section 9.02 10.02 Notices 19 * Section 9.03 10.03 Payment of Expenses, Indemnities, Etc * Section 10.04 Amendments in Writing 19 * Section 9.04 10.05 Successors and Assigns 19 * Section 9.05 Survival; Revival; Reinstatement 20 10.06 Invalidity * Section 9.06 Counterparts; Integration; Effectiveness 20 10.07 Counterparts * Section 9.07 Severability 21 10.08 Survival * Section 9.08 Set-Off 21 10.09 Captions * Section 9.09 10.10 No Oral Agreements * Section 10.11 Governing Law; Submission to Jurisdiction 21 * Section 9.10 Headings 22 10.12 Acknowledgments * Section 9.11 Acknowledgments 22 10.13 Additional Grantors * Section 9.12 Additional Obligors and Pledgors 23 10.14 Set-Off * Section 9.13 10.15 Releases 23 * Section 9.14 10.16 Reinstatement * Section 10.17 Acceptance 24 * Section 9.15 Guarantor Senior Indebtedness 24 Section 9.16 Amendment and Restatement 24 Annex I Form of Assumption 10.18 Credit Agreement Annex II Form of Supplement Annex III Form of Supplemental Pledge Agreement Schedule 1 * SCHEDULES: Notice Addresses of Obligors Schedule 2 Guarantors Description of Pledged Securities Schedule 3 Filings and Other Actions Required to Perfect Security Interests Schedule 4 Legal Name, Location of Jurisdiction of Organization Organization, Organizational Identification Number, Taxpayor Identification Number and Chief Executive Office Exhibit A Acknowledgment Prior Names, Prior Chief Executive Office, Location of Tangible Assets Patents and Consent This AMENDED AND RESTATED GUARANTY Patent Licenses Trademarks and Trademark Licenses Vehicles ANNEX: Form of Assumption Agreement THIS GUARANTEE AND COLLATERAL AGREEMENT is AGREEMENT, dated as of December 8November 12, 20142009, and is made by Xxxxxxx Petroleum CorporationWestway Group Inc., a Delaware corporation (the “Parent Guarantor”), Xxxxxxx Oil and Gas Corporation, a Delaware corporation (the “"Borrower”"), and each of the other signatories hereto other than the Administrative Agent (the Borrower and each of the other signatories heretohereto other than the Administrative Agent, together with any other Restricted Subsidiary of the Parent Guarantor Borrower that becomes a party hereto from time to time after the date hereof, the “Obligors”"Grantors"), 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 Agreement, dated as of August 27November 12, 2014 2009 (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.

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 18 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.

Subordination of Indebtedness. Section 8.01 16 8.1 Subordination of All Obligor Claims 18 Section 8.02 16 8.2 Claims in Bankruptcy 18 Section 8.03 17 8.3 Payments Held in Trust 19 Section 8.04 17 8.4 Liens Subordinate 19 17 8.5 Notation of Records 18 Section 9.01 9. Miscellaneous 18 9.1 Waiver 19 Section 9.02 18 9.2 Notices 19 Section 9.03 18 9.3 Payment of Expenses, Indemnities, Etc. 18 9.4 Amendments in Writing 19 Section 9.04 9.5 Successors and Assigns 19 Section 9.05 9.6 Survival; Revival; Reinstatement 20 Section 9.06 19 9.7 Counterparts; IntegrationExecution; Effectiveness Entire Agreement 19 9.8 Severability 20 Section 9.07 Severability 21 Section 9.08 9.9 Set-Off 21 Section 9.09 20 9.10 Governing Law; Submission to Jurisdiction 20 9.11 Waivers by Obligors 21 Section 9.10 Headings 22 Section 9.11 9.12 Acknowledgments 22 Section 9.12 Additional Obligors and Pledgors 23 Section 9.13 Releases 23 Section 22 9.14 Acceptance 24 Section 23 9.15 Guarantor Senior Indebtedness 24 Section Incorporation by Reference 23 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 Intercreditor Agreements 23 SCHEDULES: 1 Notice Addresses of Obligors Schedule 2 Description of Pledged Securities Schedule 3 Filings and Other Actions Required to Perfect Security Interests Schedule 4 3 Location of Jurisdiction of Organization and Chief Executive Office Exhibit A Acknowledgment and Consent This AMENDED AND RESTATED 4 Closing Date Collateral Accounts THIS GUARANTY AND COLLATERAL SECURITY AGREEMENT (this “Agreement”) is dated as of December 8June 28, 2014, 2019 and is made by Xxxxxxx Petroleum CorporationXxxxxxxx Offshore Services, a Delaware corporation (the “Parent Guarantor”), Xxxxxxx Oil and Gas CorporationInc., a Delaware corporation (the “Borrower”), and each of the signatories identified on the signature pages hereto as Guarantors (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 hereofBorrower, the “Obligors” and each an “Obligor”), in favor of JPMorgan Chase Bank, N.A.CIT Northbridge LLC, as collateral agent and administrative agent (in such capacity, capacity and together with its successors in such capacity, the “Administrative Agent”), ) for the banks and other certain financial institutions (the “Lenders”) from time to time parties party to the Sixth Amended and Restated Senior Credit Agreement dated as of August 27, 2014 even date herewith (as amended, restated, 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 theretoAgent.