Common use of Subordination Terms Clause in Contracts

Subordination Terms. The Company covenants and agrees that the indebtedness evidenced by each series of Securities is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided in this Article XIV or as further provided in an indenture supplemental hereto or a Board Resolution with respect to a series of Securities adopted pursuant to Section 2.01 hereof, and each holder of Securities of each series, by its acceptance thereof, likewise covenants and agrees to such subordination and shall be bound by the provisions thereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee or representative thereof, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or interest on any of the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the applicable subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. In the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series.

Subordination Terms. The Company covenants Any and agrees that the indebtedness evidenced by each series all obligations of Securities is subordinate Xxxxx in respect of Deferred Payments (PI) and this Deferred Payment Agreement (PI) shall be subordinated and otherwise junior at all times in right of payment to and in all Senior Indebtedness other respects, in the manner and to the extent provided set forth herein, to any and all present and future obligations of Grace in this Article XIV respect of any Senior Indebtedness. (a) Blockage of Deferred Payments (PI). (iv) If any payment default occurs and is continuing beyond any applicable grace period pursuant to the terms and conditions of any Senior Indebtedness (a “Senior Payment Default”), then subject to Section 7(g), no payment or as further provided in an indenture supplemental hereto distribution of cash, securities or a Board Resolution any other assets shall be made by Grace with respect to a series of Securities adopted any Deferred Payments (PI) or pursuant to the Deferred Payment Documents (PI) for as long as such Senior Payment Default is continuing. (v) If any default other than a Senior Payment Default occurs pursuant to the terms and conditions of any Designated Senior Indebtedness that would allow the holders thereof to accelerate the maturity thereof (a “Senior Non-Payment Default”), then subject to Section 2.01 hereof7(g), and each holder no payment or distribution of Securities of each seriescash, by its acceptance thereofsecurities or, likewise covenants and agrees to such subordination and any other assets shall be bound made by Grace with respect to any Deferred Payments (PI) or pursuant to the provisions thereof. Deferred Payment Documents (PI) during the period (the “Payment Blockage Period”) (x) beginning on the date that the Permitted Holder receives from the Entity entitled to give notice under any document evidencing such Designated Senior Indebtedness shall continue (or from Grace acting at the direction or request of such Entity) a written notice (a “Payment Blockage Notice”) that such a Senior Non-Payment Default has occurred and is continuing and (y) ending on the earliest to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event that the Company shall default in the payment of any principal occur of (or premium1) 180 days from the date the Permitted Holder shall have received the Payment Blockage Notice, if any(2) or interest on any the date such Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee or representative thereof, unless and until such default Non-Payment Default shall have been cured or waived or shall have ceased to existexist and (3) the date such Payment Blockage Period shall have been terminated by written notice to the Permitted Holder from the Entity initiating such Payment Blockage Period. (vi) Notwithstanding the foregoing, (A) in no direct event will a Payment Blockage Period extend beyond 180 days from the date the Payment Blockage Notice in respect thereof was received by the Permitted Holder, (B) there shall be a period of at least 180 consecutive days in each period of 360 consecutive days when no Payment Blockage Period is in effect, and (C) no Senior Non-Payment Default that existed or indirect payment was continuing on the date of delivery of any Payment Blockage Notice (in cashwhether or not such Senior Non-Payment Default is with respect to the same issue of Designated Senior Indebtedness) may be, propertyor be made, securitiesthe basis for a subsequent Payment Blockage Notice, by setunless such Senior Non-off Payment Default has been cured or otherwisewaived for a period of not less than 90 consecutive calendar days. (vii) The making of Deferred Payments (PI) or other payments pursuant to this Deferred Payment Agreement (PI) shall resume, and any Deferred Payments (PI) or other payments pursuant to this Deferred Payment Agreement (PI) not paid due to a suspension thereof pursuant to clause (i) or clause (ii) of this Section 7(a) shall be made paid, together with accrued interest thereon at the Default Rate, when such suspension is no longer in effect (either due to cure or agreed to be made on account waiver of the principal of relevant Senior Payment Default or interest on any the expiration or termination of the Securities, Payment Blockage Period pursuant to clause (i) or in respect clause (ii) of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event of: (athis Section 7(a)) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by unless a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the applicable subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or subsequent Payment Blockage Notice has been delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. In the event that, notwithstanding the foregoing, clause (iii) of this Section 7(a) and is not prohibited from being delivered by clause (iii) of this Section 7(a). (viii) The failure of Grace to make any payment Deferred Payments (PI) or distribution of to pay any character or any security, whether in cash, securities or other property amounts under this Deferred Payment Agreement (other than securities PI) by reason of the Company or any other corporation provided for by a plan operation of reorganization or readjustment this Section 7(a) shall not be construed as preventing the payment occurrence of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the rights or from characterizing any Deferred Payments (PI) as “past due” for purposes of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such seriesSection 9(c).

Subordination Terms. The Company covenants Any and agrees that the indebtedness evidenced by each series all obligations of Securities is subordinate Xxxxx in respect of Deferred Payments (ZAI) and this Deferred Payment Agreement (ZAI) shall be subordinated and otherwise junior at all times in right of payment to and in all Senior Indebtedness other respects, in the manner and to the extent provided set forth herein, to any and all present and future obligations of Grace in this Article XIV respect of any Senior Indebtedness. (a) Blockage of Deferred Payments (ZAI). (iv) If any payment default occurs and is continuing beyond any applicable grace period pursuant to the terms and conditions of any Senior Indebtedness (a “Senior Payment Default”), then subject to Section 7(g), no payment or as further provided in an indenture supplemental hereto distribution of cash, securities or a Board Resolution any other assets shall be made by Grace with respect to a series of Securities adopted any Deferred Payments (ZAI) or pursuant to the Deferred Payment Documents (ZAI) for as long as such Senior Payment Default is continuing. (v) If any default other than a Senior Payment Default occurs pursuant to the terms and conditions of any Designated Senior Indebtedness that would allow the holders thereof to accelerate the maturity thereof (a “Senior Non-Payment Default”), then subject to Section 2.01 hereof7(g), and each holder no payment or distribution of Securities of each seriescash, by its acceptance thereof, likewise covenants and agrees to such subordination and securities or any other assets shall be bound made by Grace with respect to any Deferred Payments (ZAI) or pursuant to the provisions thereof. Deferred Payment Documents (ZAI) during the period (the “Payment Blockage Period”) (x) beginning on the date that the Permitted Holder receives from the Entity entitled to give notice under any document evidencing such Designated Senior Indebtedness shall continue (or from Grace acting at the direction or request of such Entity) a written notice (a “Payment Blockage Notice”) that such a Senior Non-Payment Default has occurred and is continuing and (y) ending on the earliest to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event that the Company shall default in the payment of any principal occur of (or premium1) 180 days from the date the Permitted Holder shall have received the Payment Blockage Notice, if any(2) or interest on any the date such Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee or representative thereof, unless and until such default Non-Payment Default shall have been cured or waived or shall have ceased to existexist and (3) the date such Payment Blockage Period shall have been terminated by written notice to the Permitted Holder from the Entity initiating such Payment Blockage Period. (vi) Notwithstanding the foregoing, (A) in no direct or indirect payment event will a Payment Blockage Period extend beyond 180 days from the date the Payment Blockage Notice in respect thereof was received by the Permitted Holder, (in cash, property, securities, by set-off or otherwiseB) there shall be made a period of at least 180 consecutive days in each period of 360 consecutive days when no Payment Blockage Period is in effect, and (C) no Senior Non-Payment Default that existed or agreed to be made was continuing on account the date of the principal of or interest on any of the Securities, or in respect delivery of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event of: Payment Blockage Notice (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency such Senior Non-Payment Default is with respect to the same issue of Designated Senior Indebtedness) may be, or bankruptcy proceedings,be made, the basis for a subsequent Payment Blockage Notice, unless such Senior Non-Payment Default has been cured or waived for a period of not less than 90 consecutive calendar days. (cvii) The making of Deferred Payments (ZAI) or other payments pursuant to this Deferred Payment Agreement (ZAI) shall resume, and any assignment by Deferred Payments (ZAI) or other payments pursuant to this Deferred Payment Agreement (ZAI) not paid due to a suspension thereof pursuant to clause (i) or clause (ii) above shall be paid, together with accrued interest thereon at the Company for the benefit of creditorsDefault Rate, or when such suspension is no longer in effect (d) any other marshalling either due to cure or waiver of the assets relevant Senior Payment Default or the expiration or termination of the Company, all Senior Indebtedness shall first be paid in full before any payment Payment Blockage Period pursuant to clause (i) or distribution, whether in cash, securities or other property, shall be made to any holder clause (ii) of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by this Section 7(a)) unless a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the applicable subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or subsequent Payment Blockage Notice has been delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. In the event that, notwithstanding the foregoing, clause (iii) of this Section 7(a) and is not prohibited from being delivered by clause (iii) of this Section 7(a). (viii) The failure of Grace to make any payment Deferred Payments (ZAI) or distribution of to pay any character or any security, whether in cash, securities or other property amounts under this Deferred Payment Agreement (other than securities ZAI) by reason of the Company or any other corporation provided for by a plan operation of reorganization or readjustment this Section 7(a) shall not be construed as preventing the payment occurrence of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the rights or from characterizing any Deferred Payments (ZAI) as “past due” for purposes of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such seriesSection 9(c).

Subordination Terms. (a) The Company covenants provisions of this Section 9.25 are the “Subordination Terms”. (b) All Term B-2 Loans and agrees that the indebtedness evidenced by each series of Securities is subordinate and junior all other Subordinated Obligations are subordinated in right of payment to all Senior Indebtedness to Obligations, such that the extent provided in this Article XIV or as further provided in an indenture supplemental hereto or a Board Resolution with respect to a series of Securities adopted pursuant to Section 2.01 hereof, and each holder of Securities of each series, by its acceptance thereof, likewise covenants and agrees to such subordination and shall be bound by the provisions thereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term holders of the Senior Indebtedness or extension or renewal Obligations (each such holder, a “Senior Lender”) shall be entitled to receive Payment in Full of the amounts constituting the Senior Indebtedness. In the event Obligations that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes are due and payablepayable before any holder from time to time of Subordinated Obligations (together with its successors, whether at maturity or at transferees and assigns, each a date fixed for prepayment or by declaration or otherwise“Subordinated Lender”) is entitled to receive any payment on account of the Subordinated Obligations and, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee or representative thereofin connection therewith, unless and until such default the principal of, premium, and interest on, and all other amounts that are due and payable in respect of, all Senior Obligations shall have been cured Paid in Full: (i) no payment on account of the principal of, premium, or waived interest on, or any other amount in respect of the Subordinated Indebtedness (and no payment on account of the purchase or redemption or other acquisition in respect of the Subordinated Indebtedness) shall have ceased to existbe made by or on behalf of any Loan Party; and (ii) no Subordinated Lender shall (A) ask, no direct demand, sxx for, accelerate or indirect payment (in cash, property, securitiestake or receive from any Loan Party, by set-off or otherwise) shall be made or agreed to be made in any other manner, any payment on account of the principal of of, premium, or interest on any of the Securitieson, or any other amount in respect of the Subordinated Indebtedness or (B) seek any redemptionother remedy allowed at law or in equity (including instituting any insolvency proceeding) against any Loan Party for breach of such Loan Party’s obligations hereunder or thereunder; provided that, retirement(1) the Loan Parties may make, purchase or other acquisition and each Subordinated Lender shall be entitled to receive and retain from time to time, regularly scheduled payments of any Interest on the Term B-2 Loans due and payable on a non-accelerated basis and required to be paid in cash in accordance with this Agreement, so long as (x) no Event of Default has occurred and is continuing and (y) in the case of the Securities. In payment of Cash Interest on the event of: Term B-2 Loans, the Senior Lenders shall have received in cash all interest then due and payable on the Senior Obligations (awhich shall include for purposes of this provision payment in cash of all interest previously paid on the Senior Obligations in the form of PIK Interest (any such payment, a “Catch-Up Cash Interest Payment”)); provided, further, that (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating each Catch-Up Cash Interest Payment shall be treated as a voluntary prepayment of the Senior Obligations and the aggregate outstanding principal amount of the Senior Obligations shall be automatically reduced by an aggregate amount equal to the Companypreviously paid PIK Interest payment related to such Catch-Up Cash Interest Payment and (ii) if on any Interest Payment Date the Subordinated Lenders are not entitled to receive payment of Cash Interest on the Term B-2 Loans, its creditors Interest on the Term B-2 Loans shall be payable as PIK Interest; and (2) in the case of a Company Sale pursuant to Section 5.15, each Subordinated Lender shall be entitled to receive the payments or its property, (b) any proceeding for distributions allocated to it under the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings,Approved Transaction. (c) any assignment by Prior to the Company for the benefit of creditors, or (d) any other marshalling Payment in Full of the assets of the CompanySenior Obligations, all Senior Indebtedness shall first be paid in full before if any payment or distributiondistribution of any character, whether in cash, securities or other property, shall be made to any holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the applicable subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. In the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), Subordinated Obligations shall be received by the Trustee or any holder a Subordinated Lender in contravention of any of the terms hereofthese Subordination Terms, such payment or distribution or security shall be received held in trust for the benefit of, and shall be paid over or delivered and transferred to, the Administrative Agent for distribution to the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application Indebtedness, ratably according to the payment of all Senior Indebtedness respective aggregate amounts remaining unpaidunpaid thereon, to the extent necessary to pay all such Senior Indebtedness in full. In full in cash. (d) These Subordination Terms shall not be affected by (i) any amendment or modification of, or addition or supplement to any Loan Document, (ii) any exercise or non-exercise of any right, power or remedy under or in respect of this Agreement or any other Loan Document or (iii) any waiver, consent, release, extension, renewal, modification, delay, or other action, inaction or omission in respect of this Agreement or any other Loan Document, except to the event extent these Subordination Terms are expressly amended or modified. (A) If in connection with (i) any enforcement action or exercise of remedies by the Administrative Agent under this Agreement or the other Loan Documents or (ii) any agreement between the Senior Lenders and the Borrower or any other Loan Party to release any Loan Party from its obligations under the Loan Documents, the Administrative Agent, for itself or on behalf of any of the failure Senior Lenders, in any such case, releases any Loan Party from its obligations under the Loan Documents, then the obligations of such Loan Party under the Loan Debt Documents owing to the Subordination Lenders shall be automatically, unconditionally and simultaneously released. The Subordinated Lenders shall promptly execute and deliver to the Administrative Agent such releases and other documents as the Administrative Agent may request to effectively confirm such release. Until all Senior Obligations shall have been Paid in Full, the Subordinated Lenders hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Trustee Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender or in the Administrative Agent’s own name, from time to time in the Administrative Agent’s discretion, for the purpose of carrying out the terms of this clause (e), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this clause (e), including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Payment in Full of the Senior Obligations. (B) Notwithstanding any provision of the Loan Documents to the contrary, in connection with any Approved Transaction, the Subordinated Lenders (1) shall take any action reasonably requested by the Administrative Agent or the Senior Lenders to consummate and give effect to such Approved Transaction (which actions may include, without limitation, to the extent contemplated by the Approved Transaction, the conversion of the Subordinated Obligations into Equity Interests of any person received as consideration in connection with such Approved Transaction) and (2) hereby irrevocably constitute and appoint the Administrative Agent and any officer or agent of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender or in the Administrative Agent’s own name, from time to time in the Administrative Agent’s discretion, for the purpose of carrying out the terms of this clause (B) to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this clause (B), including any endorsements or other instruments of transfer or release; provided that, notwithstanding the foregoing, no Subordinated Lender shall be required to take any action which would result in any Approved Transaction failing to meet the requirements of Section 1(a)i of the Voting Support Agreement (as in effect as of the Sixth Amendment Effective Date). This power is coupled with an interest and is irrevocable until the Payment in Full of the Senior Obligations. (f) The provisions of these Subordination Terms constitute a continuing agreement and shall (i) remain in full force and effect until this Agreement has been terminated and all Senior Obligations have been Paid in Full, (ii) be binding upon each Subordinated Lender, the Loan Parties and the other parties hereto and their respective successors, transferees and assignees, and (iii) inure to the benefit of, and be enforceable by, the Senior Lenders. These Subordination Terms are a “subordination agreement” under Section 510(a) of the United States Bankruptcy Code or any holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder similar provision of any Senior Indebtedness other bankruptcy law, shall be prejudiced in effective before, during and after the right to enforce subordination commencement of any insolvency or liquidation proceeding. (g) The foregoing provisions are solely for the indebtedness evidenced by purpose of defining the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the relative rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, hand and such holders, the Subordinated Lenders on the other hand, and nothing herein shall impair, as between the Loan Parties and the Subordinated Lenders, the obligations of the Loan Parties, which are unconditional and absolute, to pay to the Subordinated Lenders the principal, interest and other amounts owing on the Subordinated Indebtedness in accordance with the terms hereof. These Subordination Terms shall be deemed automatically reinstated if and to be a the extent that for any reason any payment by or on behalf of any Loan Party in respect of the Company on account Senior Indebtedness is rescinded or must be otherwise restored by any holder of any of the Senior Indebtedness, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. (h) These Subordination Terms shall be binding on and not on account of the Securities of such seriesenforceable against all Subordinated Lenders (including their assignees and transferees).

Subordination Terms. The Company covenants and agrees that payment of any amounts owing under this [describe promissory note or other instrument creating intercompany debt] ("Note") to [describe payee] ("Payee") shall be subordinated to (i) all indebtedness under the indebtedness evidenced by each series Credit Agreement dated as of Securities is subordinate and junior in right June 19, 2013, among Helix Energy Solutions Group, Inc., (the "Borrower"), the lenders party thereto, Bank of payment to all Senior Indebtedness to the extent provided in this Article XIV or America, N.A., as further provided in an indenture supplemental hereto or a Board Resolution with respect to a series of Securities adopted pursuant to Section 2.01 hereofAdministrative Agent, Swing Line Lender, and each holder L/C Issuer (the terms defined in such Credit Agreement being used herein as therein defined), and (ii) all obligations under the Guaranty dated as of Securities of each seriesJune 19, by its acceptance thereof2013, likewise covenants and agrees to such subordination and shall be bound made by the provisions thereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term subsidiaries of the Senior Indebtedness or extension or renewal Borrower from time to time party thereto (the "Guarantors") in favor of the Administrative Agent, as each such agreement may be amended, renewed, extended, increased, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (the "Senior Indebtedness. "), as follows: In the event that the Company shall default in the payment of any principal of (insolvency or premiumbankruptcy proceedings, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee receivership liquidation, reorganization or representative thereofother similar proceedings in connection therewith, unless and until such default shall have been cured relative to Borrower, any Guarantor, or waived or shall have ceased to exist, no direct or indirect payment (in cash, their respective property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or interest on any of the Securities, or in respect the event of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding proceedings for the voluntary liquidation, dissolution or other winding up of the Company, voluntary Borrower or involuntaryany Guarantor, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by bankruptcy, then the Company for the benefit of creditors, or (d) any other marshalling holders of the assets of the Company, all Senior Indebtedness shall first be paid entitled to receive payment in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at before Payee shall receive any payment on account of principal or interest due under this Note; Following the time outstanding occurrence of an Event of Default, and unless and until such Event of Default has been cured to the satisfaction of, or waived by, the requisite holders of the Senior Indebtedness, Payee shall not exercise or attempt to exercise any securities issued in respect thereof under any such plan right of reorganization offset or readjustment), which would otherwise (but for the applicable subordination provisions) be payable or deliverable counterclaim in respect of any of Payee's obligations to Borrower or any Guarantor if the Securities effect thereof shall be to reduce the amount of any series shall be paid or delivered directly payment to which the holders of Senior Indebtedness would be entitled in accordance with the priorities then existing among absence of such holders until all Senior Indebtedness shall have been paid in full. In offset or counterclaim; and if and to the event extent that, notwithstanding the foregoing, Payee is required by any payment mandatory provisions of law to exercise any such right of offset or distribution of any character or any securitycounterclaim, whether in cash, securities or other property (other than securities each reduction of the Company amount owing on the account of the principal of or any other corporation provided for premium (if any) or interest on this Note by reason of such offset or counterclaim shall be deemed to be a plan payment by Borrower or such Guarantor in a like amount in respect of reorganization this Note to which clause (d) below shall apply; Following the occurrence of an Event of Default, and unless and until such Event of Default has been cured to the satisfaction of, or readjustment waived by, the requisite holders of the Senior Indebtedness, (i) payment of which is subordinate, at least to the extent provided principal of or interest upon this Note shall not be made hereunder until payment in the subordination provisions applicable to a series of the Securities, to the payment full of all Senior Indebtedness at and (ii) the time outstanding and holders of the Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness prior to the entitlement of Payee to receive any securities issued in respect thereof under any payment of the principal of or interest upon this Note (except for payments which have been made prior to the occurrence of such plan Event of reorganization or readjustmentDefault); If, notwithstanding the provisions of the foregoing subparagraphs (a) through (c), any payment on this Note shall be received by Payee (i) after an Event of Default has occurred and prior to such Event of Default being cured to the Trustee satisfaction of, or any holder in contravention of any waived by, the requisite holders of the terms hereofSenior Indebtedness, and (ii) before the holders of the Senior Indebtedness shall have received payment in full on all Senior Indebtedness, such payment or distribution or security shall be received (and shall be deemed to be) held in trust for the benefit of, and shall be paid over or delivered and or transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, held by such holder to the extent necessary to pay all satisfy such Senior Indebtedness in full. In the event of the failure of the Trustee or any holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. Indebtedness; and No present or future holder of any Senior Indebtedness shall be prejudiced in the its right to enforce subordination of the indebtedness evidenced by the Securities Payee by any act or failure to act on the part of Borrower or any Guarantor whether or not such act or failure shall give rise to any right of rescission or other claim or cause of action on the Companypart of Payee. Nothing contained herein The provisions of the foregoing paragraphs with respect to subordination are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and Payee on the other hand, and none of such provisions shall impair, as between the Company Borrower or any Guarantor and the holders of Securities of each seriesPayee, as applicable, the obligation of the Company Borrower or such Guarantor, which is unconditional and absolute, to pay to such holders Payee the principal of (and premium, if any) and interest on under this Note in accordance with its terms, nor shall anything in such Securities or provisions prevent the Trustee or the holder Payee from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness under such provisions. The holders of Senior Indebtedness are entitled to receive any further payments or distributions applicable the benefits of the foregoing subordination provisions and are third-party beneficiaries hereof. The foregoing provisions of this Note regarding the subordination of this Note to the Senior Indebtedness until may not be amended or otherwise modified. · Louisiana o Jxxxxxxxx Xxxxxx 1.38 aggregate fee acreage 10 net mineral acreage o Orleans Parish 160 aggregate fee acreage o St. Tammany Parish 343.83 aggregate fee acreage 37 net mineral acreage o Tangipahoa Parish 1581 aggregate fee acreage 552 net mineral acreage o Xxxxxxxxxx Parish 30 fee acreage · Mississppi o Copiah County 267.5 net mineral acreage o Xxxxxxx County 970 net mineral acreage o Lincoln County 255.3 net mineral acreage o Mxxxxx County 20 net mineral acreage · OCS-G 33237 covering all of Green Canyon Block 266 – 1.25% · OCS-G 28064 covering all of Green Canyon Block 295 – 7.5% · OCS-G 28060 covering all of Green Canyon Block 250 – 7.5% · OCS-G 28061 covering all of Green Canyon Block 251 – 7.5% · OCS-G 33831 covering all of Green Canyon Block 252 – 1.25% · OCS-G 27341 covering all of Green Canyon Block 214 – 7.5% · OCS-G 31713 covering all of Green Canyon Block 305 – 3.34% · OCS-G 28124 covering all of Atwater Valley Block 378 – 2.84% · OCS-G 15563 covering Green Canyon Block 237, INSOFAR AND ONLY INSOFAR as it covers the indebtedness evidenced by S/2 NW/4 SW/4, the Securities SW/4 NE/4 SW/4, the SW/4 SW/4, the NW/4 SE/4/SW/4, and the SW/4 SE/4 SW/4 of such series shall have been paid in full, and such payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed Block 237 – 5.25% increasing after the first 4.5mx XXX to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series.10.5%

Subordination Terms. The Company covenants and Each Payee agrees that the indebtedness evidenced by each series any and all claims of Securities such Payee against any Payor that is a Loan Party or any endorser of this Promissory Note, or against any of their respective properties, shall be subordinate and junior subject in right of payment to all Senior Indebtedness to the extent provided in this Article XIV or Obligations (as further provided in an indenture supplemental hereto or a Board Resolution with respect to a series of Securities adopted pursuant to Section 2.01 hereof, and each holder of Securities of each series, by its acceptance thereof, likewise covenants and agrees to such subordination and shall be bound by the provisions thereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event that the Company shall default defined in the payment of any Credit Agreement) until all Commitments have been terminated and the principal of (or premium, if any) or an interest on each Loan, all fees and all other expenses or other amounts payable under any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee or representative thereof, unless and until such default Loan Document shall have been cured paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or waived or have been Collateralized; provided, that each Payor that is a Loan Party may make payments to the applicable Payee so long as no Event of Default shall have ceased occurred and be continuing; and provided, further, that all loans and advances made by a Payee pursuant to existthis Promissory Note shall be received by the applicable Payor subject to the provisions of the Loan Documents. Notwithstanding any right of any Payee to ask, no direct demand, xxx for, take or indirect receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor (in cash, property, securities, by set-off whether constituting part of the security or collateral given to any Secured Party to secure payment of all or any part of the Obligations or otherwise) shall be made and hereby are subordinated to the rights of the Secured Parties in such assets. Except as expressly permitted by the Loan Documents, the Payees shall have no right to possession of any such asset or agreed to be made on account of foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until all Commitments have been terminated and the principal of or an interest on each Loan, all fees and all other expenses or other amounts payable under any Loan Document (including all interest, fees and other amounts that would accrue, but for the commencement of a bankruptcy or an insolvency proceeding, whether or not allowed in such proceeding) shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized. • After the occurrence of and during the continuation of an Event of Default, if all or any part of the Securitiesassets of any Payor, or in respect the proceeds thereof, are subject to any distribution, division or application to the creditors of any redemptionPayor, retirement, purchase whether partial or other acquisition of any of the Securities. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Companycomplete, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings, (c) any by reason of liquidation, bankruptcy, arrangement, receivership, assignment by the Company for the benefit of creditors, or (d) creditors or any other marshalling action or proceeding, or if the business of any Payor is dissolved or if (except as expressly permitted by the Loan Documents, other than in connection with any foreclosure or exercise of remedies by the Secured Parties) all or substantially all of the assets of the Companyany Payor are sold, all Senior Indebtedness shall first be paid then, and in full before any such event, any payment or distributiondistribution of any kind or character, whether in cash, securities or other investment property, shall be made to any holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment)otherwise, which would otherwise (but for the applicable subordination provisions) shall be payable or deliverable in upon or with respect to any indebtedness of the Securities of such Payor to any series Payee (“Payor Indebtedness”) shall be paid or delivered directly to the holders Collateral Agent for application to any of Senior Indebtedness in accordance with the priorities then existing among such holders Obligations, due or to become due, until all Senior Indebtedness Commitments have been terminated and the principal of an interest on each Loan, all fees and all other expenses or other amounts payable under any Loan Document (including all interest, fees and other amounts that would accrue, but for the commencement of a bankruptcy or an insolvency proceeding, whether or not allowed in such proceeding) shall have been paid in fullfull (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized. In • After the event thatoccurrence of and during the continuation of an Event of Default, notwithstanding each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the foregoingCollateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, any xxx for, collect and receive every such payment or distribution and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Agent’s own names or in the name of such Payee or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of this Promissory Note. After the occurrence of and during the continuation of an Event of Default, each Payee that is a Loan Party also agrees to execute, verify, deliver and file any character or such proofs of claim in respect of the Payor Indebtedness requested by the Collateral Agent. After the occurrence of and during the continuation of an Event of Default, the Collateral Agent may vote such proofs of claim in any securitysuch proceeding (and the applicable Payee shall not be entitled to withdraw such vote), whether in cash, securities receive and collect any and all dividends or other property (other than securities of payments or disbursements made on Payor Indebtedness in whatever form the Company same may be paid or any other corporation provided for by a plan of reorganization or readjustment issued and apply the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any holder in contravention same on account of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding Obligations in accordance with the priorities then existing among such holders for application to Credit Agreement. Upon the payment occurrence and during the continuation of all Senior Indebtedness remaining unpaidany Event of Default, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee should any payment, distribution, security or other investment property or instrument or any holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder of any Senior Indebtedness shall proceeds thereof be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities received by any act Payee from a Payor that is a Loan Party upon or failure with respect to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of Securities of each series, the obligation of the Company to pay Payor Indebtedness owing to such holders Payee prior to such time as all Commitments have been terminated and the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereundereach Loan, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities fees and all other expenses or other property otherwise amounts payable under any Loan Document (including all interest, fees and other amounts that would accrue, but for the commencement of a bankruptcy or deliverable to the holders. Senior Indebtedness an insolvency proceeding, whether or not allowed in such proceeding) shall not be deemed to have been paid in full unless (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, such Payee shall receive and hold the holders thereof same for the benefit of the Secured Parties, and shall have received cash, securities or other property equal forthwith deliver the same to the amount Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Senior Indebtedness then outstandingPayee where necessary or advisable in the Collateral Agent’s judgment), for application to any of the Obligations in accordance with the Credit Agreement, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Payee for the benefit of the Secured Parties. Upon the payment in full occurrence and during the continuance of all Senior Indebtednessan Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the holders Collateral Agent or any of Securities its officers, employees or representatives are hereby irrevocably authorized to make the same. Each Payee that is a Loan Party agrees until all Commitments have been terminated and the principal of an interest on each series shall be subrogated to Loan, all rights fees and all other expenses or other amounts payable under any Loan Document (including all interest, fees and other amounts that would accrue, but for the commencement of any holders of Senior Indebtedness to receive any further payments a bankruptcy or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of an insolvency proceeding, whether or not allowed in such series proceeding) shall have been paid in fullfull (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, such Payee will not (i) upon the occurrence and during the continuance of an Event of Default, discount or extend the time for payment of any Payor Indebtedness, or (ii) otherwise amend, modify, supplement or waive any provision of this Subordination Section, in each case, without the consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed. • The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce the subordination and other provisions hereof and such provisions may not be amended without the Collateral Agent’s consent. THIS GUARANTOR JOINDER AGREEMENT (this “Joinder”) is executed as of [DATE] by [NAME OF ADDITIONAL GUARANTOR], a _________ [corporation][limited liability company][partnership] (the “Joining Party”), and such payments or distributions received by such holdersdelivered to Bank of America, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shallN.A., as between Administrative Agent and as Collateral Agent for the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account benefit of the Securities of such seriesSecured Parties and their respective successors and assigns under the Credit Agreement (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined.

Subordination Terms. The Company covenants and agrees that the indebtedness evidenced by each series of Securities is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided in this Article XIV or as further provided in an indenture supplemental hereto or a Board Resolution with respect to a series of Securities adopted pursuant to Section 2.01 301 hereof, and each holder of Securities of each series, by its acceptance thereof, likewise covenants and agrees to such subordination and shall be bound by the provisions thereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee or representative thereof, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or interest on any of the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the applicable subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. In the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series.