Common use of Subordination Terms Clause in Contracts

Subordination Terms. Each Payee agrees that any and all claims of 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 subject in right of payment to the Obligations (as defined in the Credit Agreement) until all 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 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; 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 occurred and be continuing; and provided, further, that all loans and advances made by a Payee pursuant to this 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, demand, xxx for, take or 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 (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 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 to 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 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 assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other 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 any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application to any of the Obligations, due or to become due, until all 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 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, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, 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 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 such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations in accordance with the Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee from a Payor that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to such time as all Commitments have been terminated and the principal of and 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, such Payee shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee 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 occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of 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 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, 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. EXHIBIT D FORM OF GUARANTOR JOINDER AGREEMENT 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 delivered to Bank of America, N.A., as Administrative Agent and as Collateral Agent for the benefit of the Secured 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. Each Payee agrees that any The payment of each Shareholder Loan, Supplemental Loan or Consolidated Loan or other amount payable by the Borrower to the Shareholders (each, a “Subordinated Obligation”) is expressly and all claims of 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 irrevocably made subordinate and subject in right of payment to the full and final prior payment in cash of all amounts payable to the Lender under the Loan Agreement (the “Senior Obligations”). Notwithstanding anything to the contrary, each Shareholder hereby expressly agrees that it will not (nor will it allow or direct any other Person on its behalf to), until the repayment in full of the Senior Obligations, ask, demand, make any claim for, institute any action or proceeding for, otherwise exercise any remedy for, take, receive or accept from the Borrower, by set-off or in any other manner, payment (in whole or in part) of the Subordinated Obligations, nor shall it receive or accept any security therefor, whether or not any default shall have occurred under the Senior Obligations and whether or not any amount in respect of the Senior Obligations shall then be due and payable. A payment on the Subordinated Obligations shall be deemed to include any purchase, redemption or other acquisition by or on behalf of the Borrower of all or any portion of the Subordinated Obligations. No Shareholder, nor any assignee or transferee of such Shareholder (each, a “Subordinated Party”) shall take any action prejudicial to or inconsistent with the Lender’s priority position over the Subordinated Parties created by the terms hereof (the “Terms of Subordination”), including any action which will hinder, delay or otherwise prevent the Lender from taking any action it deems necessary to enforce rights with respect to the Senior Obligations. Additionally, no Subordinated Party shall take any action or otherwise act to contest or otherwise challenge on account of the Subordinated Obligations: (a) the relevant rights and duties of the Lender with respect to the Subordinated Parties on account of any Subordinated Obligations as defined established under the Terms of Subordination; or (b) the Lender’s exercise of remedies in accordance with the Credit Loan Agreement) until all Commitments have been terminated . In furtherance of the foregoing, the provisions of Section 1 and Sections 3 though 18 of the Borrower Subordination Conditions set forth in Exhibit A-1 to the Transfer Restrictions Agreement shall apply mutatis mutandis to the Terms of Subordination set forth herein for the benefit of the Lender as if the Lender were a “Senior Party” and the principal of an interest on each Loan, all fees and all other expenses or other amounts payable under any Loan Document 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 CollateralizedSenior Obligations were “Senior Obligations” thereunder; provided, however, that each Payor the Terms of Subordination set forth on this Annex 1 shall not terminate until the date that is a Loan Party may make payments all Senior Obligations owing to the applicable Payee so long as no Event of Default shall Lender have occurred and be continuing; and been indefeasibly paid in full, and, provided, further, that all loans and advances made by a Payee pursuant to this Promissory Note shall be received by the applicable Payor subject to the Subordinated Parties acknowledge that, notwithstanding any provisions of the Loan Documents. Notwithstanding any right Transfer Restrictions Agreement to the contrary, the Terms of any Payee to ask, demand, xxx for, take or 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 (whether constituting part of the security or collateral given Subordination shall also apply to any Secured Party to secure payment of all or any part of the Obligations or otherwise) shall be 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 a Shareholder to possession of any such asset or to 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 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 assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other 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 any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwisereceive Restricted Payments, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly applied to the Collateral Agent for application to any prepayment of the Obligations, due or to become due, Senior Obligations until all Commitments they 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 repaid 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, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, 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, provided 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 such proofs of claim in respect Section 1.8 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 such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations in accordance with the Credit Loan Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee from a Payor that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to such time as all Commitments have been terminated and the principal of and 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, such Payee shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee 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 occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of 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 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, 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. EXHIBIT D FORM OF GUARANTOR JOINDER AGREEMENT 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 delivered to Bank of America, N.A., as Administrative Agent and as Collateral Agent for the benefit of the Secured 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. Each Payee agrees that The payment of any and all claims of such Payee against any Payor that is a Loan Party or any endorser of amounts owing under this Promissory Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the Obligations (as defined in the Credit Agreement) until all Commitments have been terminated and the principal of an interest on each Loan, all fees and all other expenses [describe promissory note or other amounts payable under any Loan Document shall have been paid in full instrument creating intercompany debt] (other than contingent indemnification and reimbursement obligations for which no claim has been made"Note") and all Letters of Credit have been canceled, have expired 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 occurred and be continuing; and provided, further, that all loans and advances made by a Payee pursuant to this 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, demand, xxx for, take or receive any payment from any Payor, all rights, Liens and security interests of such [describe payee] ("Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor (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 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 to 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 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 assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other 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 any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application to any of the Obligations, due or to become due, until all 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 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, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, 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 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 such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations in accordance with the Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee from a Payor that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to such time as all Commitments have been terminated and the principal of and 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, such Payee shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee 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 occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of 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 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, such Payee will not (i) upon all indebtedness under 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. EXHIBIT D FORM OF GUARANTOR JOINDER AGREEMENT THIS GUARANTOR JOINDER AGREEMENT (this “Joinder”) is executed Credit Agreement dated as of [DATE] by [NAME OF ADDITIONAL GUARANTOR], a June _________ [corporation][limited liability company][partnership] , 2017, among Helix Energy Solutions Group, Inc., (the “Joining Party”"Borrower"), and delivered to the lenders party thereto, Bank of America, N.A., as Administrative Agent Agent, Swing Line Lender, and as Collateral Agent for L/C Issuer (the benefit of the Secured Parties and their respective successors and assigns under the terms defined in such Credit Agreement (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be being used herein as therein defined), and (ii) all obligations under the Guaranty dated as of June __, 2017, made by the subsidiaries of the 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 of any insolvency or bankruptcy proceedings, or any receivership liquidation, reorganization or other similar proceedings in connection therewith, relative to Borrower, any Guarantor, or to their respective property, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Borrower or any Guarantor, whether or not involving insolvency or bankruptcy, then the holders of the Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before Payee shall receive any payment on account of principal or interest due under this Note; Following the 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 right of offset or counterclaim in respect of any of Payee's obligations to Borrower or any Guarantor if the effect thereof shall be to reduce the amount of any payment to which the holders of Senior Indebtedness would be entitled in the absence of such offset or counterclaim; and if and to the extent that, notwithstanding the foregoing, Payee is required by any mandatory provisions of law to exercise any such right of offset or counterclaim, each reduction of the amount owing on the account of the principal of or premium (if any) or interest on this Note by reason of such offset or counterclaim shall be deemed to be a payment by Borrower or such Guarantor in a like amount in respect of 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 waived by, the requisite holders of the Senior Indebtedness, (i) payment of the principal of or interest upon this Note shall not be made hereunder until payment in full of all Senior Indebtedness and (ii) the 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 payment of the principal of or interest upon this Note (except for payments which have been made prior to the occurrence of such Event of Default); 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 Schedule 7.03 to Credit Agreement prior to such Event of Default being cured to the satisfaction of, or waived by, the requisite holders of the Senior Indebtedness, and (ii) before the holders of the Senior Indebtedness shall have received payment in full on all Senior Indebtedness, such payment or distribution shall be (and shall be deemed to be) held in trust for the benefit of, and shall be paid over or delivered or transferred to, the holders of the Senior Indebtedness for application to the payment of all Senior Indebtedness held by such holder to the extent necessary to satisfy such Senior Indebtedness; and No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of 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 part of Payee. 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 Borrower or any Guarantor and Payee, as applicable, the obligation of Borrower or such Guarantor, which is unconditional and absolute, to pay to Payee the principal and interest under this Note in accordance with its terms, nor shall anything in such provisions prevent Payee from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, subject to the rights of holders of Senior Indebtedness under such provisions. The holders of Senior Indebtedness are entitled to 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 may not be amended or otherwise modified. Schedule 7.03 to Credit Agreement SCHEDULE 7.08 TRANSACTIONS WITH AFFILIATES None. Schedule 7.08 to Credit Agreement SCHEDULE 10.02 ADMINISTRATIVE AGENT’S OFFICE, CERTAIN ADDRESSES FOR NOTICES HELIX ENERGY SOLUTIONS GROUP, INC.: 0000 X. Xxx Xxxxxxx Pkwy. N., Suite 400 Houston, Texas 77043 Attention: Xxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Electronic Mail: xxxxxxxxxx@xxxxxxxx.xxx Website Address: xxx.xxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 ADMINISTRATIVE AGENT: Administrative Agent's Office (for payments and Requests for Credit Extensions): Bank of America, N.A. 000 Xxxx Xx. 00xx Xx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: Xxxxxxxxx X. Xxxx Telephone: 000.000.0000 Telecopier: 214.290.9653 Electronic Mail: xxxxxxxxx.x.xxxx@xxxx.xxx Payment Instructions: Bank of America, N.A. ABA# 000000000 New York, New York Account No.: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Helix Energy Solutions Other Notices as Administrative Agent: Bank of America, N.A. Agency Management 000 Xxxxxxxx, 00xx Xxxxx Mail Code: NY3-222-14-03 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxx X. Xxxxxx Telephone: 000.000.0000 Telecopier: 212.901.7843 Electronic Mail: xxx.x.xxxxxx@xxxx.xxx Schedule 10.02 to Credit Agreement L/C ISSUER: Standby LC Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 0 Xxxxx Xxx Xxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx Xxxxxxx X. Xxxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxx.x.xxxxxxxxx@xxxx.xxx Commercial LC Bank of America, N.A. Trade Operations Mail Code: PA6-580-02-30 0 Xxxxx Xxx Xxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Xxxx Xxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxx.xxxx@xxxx.xxx SWING LINE LENDER: Bank of America, N.A. 000 Xxxx Xx. 00xx Xx Mail Code: TX1-492-14-12 Xxxxxx, XX 00000-0000 Attention: Xxxxxxxxx X. Con Telephone: 000.000.0000 Telecopier: 214.290.9653 Electronic Mail: xxxxxxxxx.x.xxx@xxxx.xxx Schedule 10.02 to Credit Agreement Payment Instructions: Bank of America, N.A. ABA# 000000000 New York, New York Account No.: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Helix Energy Solutions

Subordination Terms. Each Payee agrees that The payment of any and all claims of such Payee against any Payor that is a Loan Party or any endorser of amounts owing under this Promissory Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the Obligations (as defined in the Credit Agreement) until all Commitments have been terminated and the principal of an interest on each Loan, all fees and all other expenses [describe promissory note or other amounts payable under any Loan Document shall have been paid in full instrument creating intercompany debt] (other than contingent indemnification and reimbursement obligations for which no claim has been made"Note") and all Letters of Credit have been canceled, have expired 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 occurred and be continuing; and provided, further, that all loans and advances made by a Payee pursuant to this 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, demand, xxx for, take or receive any payment from any Payor, all rights, Liens and security interests of such [describe payee] ("Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor (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 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 to 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 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 assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other 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 any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application to any of the Obligations, due or to become due, until all 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 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, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, 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 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 such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations in accordance with the Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee from a Payor that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to such time as all Commitments have been terminated and the principal of and 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, such Payee shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee 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 occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of 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 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, such Payee will not (i) upon all indebtedness under 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. EXHIBIT D FORM OF GUARANTOR JOINDER AGREEMENT THIS GUARANTOR JOINDER AGREEMENT (this “Joinder”) is executed Credit Agreement dated as of [DATE] by [NAME OF ADDITIONAL GUARANTOR]June 19, a _________ [corporation][limited liability company][partnership] 2013, among Helix Energy Solutions Group, Inc., (the “Joining Party”"Borrower"), and delivered to the lenders party thereto, Bank of America, N.A., as Administrative Agent Agent, Swing Line Lender, and as Collateral Agent for L/C Issuer (the benefit of the Secured Parties and their respective successors and assigns under the terms defined in such Credit Agreement (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be being used herein as therein defined.), and (ii) all obligations under the Guaranty dated as of June 19, 2013, made by the subsidiaries of the 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 of any insolvency or bankruptcy proceedings, or any receivership liquidation, reorganization or other similar proceedings in connection therewith, relative to Borrower, any Guarantor, or to their respective property, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Borrower or any Guarantor, whether or not involving insolvency or bankruptcy, then the holders of the Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before Payee shall receive any payment on account of principal or interest due under this Note; Following the 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 right of offset or counterclaim in respect of any of Payee's obligations to Borrower or any Guarantor if the effect thereof shall be to reduce the amount of any payment to which the holders of Senior Indebtedness would be entitled in the absence of such offset or counterclaim; and if and to the extent that, notwithstanding the foregoing, Payee is required by any mandatory provisions of law to exercise any such right of offset or counterclaim, each reduction of the amount owing on the account of the principal of or premium (if any) or interest on this Note by reason of such offset or counterclaim shall be deemed to be a payment by Borrower or such Guarantor in a like amount in respect of 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 waived by, the requisite holders of the Senior Indebtedness, (i) payment of the principal of or interest upon this Note shall not be made hereunder until payment in full of all Senior Indebtedness and (ii) the 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 payment of the principal of or interest upon this Note (except for payments which have been made prior to the occurrence of such Event of Default); 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 satisfaction of, or waived by, the requisite holders of the Senior Indebtedness, and (ii) before the holders of the Senior Indebtedness shall have received payment in full on all Senior Indebtedness, such payment or distribution shall be (and shall be deemed to be) held in trust for the benefit of, and shall be paid over or delivered or transferred to, the holders of the Senior Indebtedness for application to the payment of all Senior Indebtedness held by such holder to the extent necessary to satisfy such Senior Indebtedness; and No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of 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 part of Payee. 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 Borrower or any Guarantor and Payee, as applicable, the obligation of Borrower or such Guarantor, which is unconditional and absolute, to pay to Payee the principal and interest under this Note in accordance with its terms, nor shall anything in such provisions prevent Payee from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder, subject to the rights of holders of Senior Indebtedness under such provisions. The holders of Senior Indebtedness are entitled to 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 may not be amended or otherwise modified. Schedule 7.03 to Credit Agreement SCHEDULE 7.05 EXISTING ASSETS TO BE DISPOSED Helix Property Corp. – Property · 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 Royalty Interests · 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 S/2 NW/4 SW/4, the 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 Block 237 – 5.25% increasing after the first 4.5mx XXX to 10.5% Schedule 7.05 to Credit Agreement SCHEDULE 7.08 TRANSACTIONS WITH AFFILIATES

Subordination Terms. Each Payee agrees that General Subordination Terms: • Junior obligations to be payment subordinated to all Secured Obligations (and any amendment, restatement, amendment and all claims restatement, renewal, extension, replacement or substitution or other modification or reinstatement thereof) until the Termination Date. • Payments in respect of such Payee against junior obligations prohibited unless (i) constituting conversion to or payment in Equity Interests of any Payor that is a Loan Party direct or any endorser indirect parent company of this Promissory NoteHoldings, (ii) PIK interest, (iii) made with Equity Issuance Proceeds or against any of their respective properties, shall be subordinate and subject in right of payment (iv) to the extent the maturity date of the Secured Obligations has been extended beyond the original scheduled maturity date therefor, payment of accrued and unpaid interest and principal at the stated maturity of the junior obligations (as defined but in the Credit Agreement) until all Commitments have been terminated and the principal case of an interest on each Loan, all fees and all other expenses or other amounts payable under any Loan Document shall have been paid in full clauses (other than contingent indemnification and reimbursement obligations for which no claim has been madeiii) and all Letters of Credit have been canceled(iv), have expired or have been Collateralized; provided, that each Payor that is a Loan Party may make payments to the applicable Payee only so long as no Default or Event of Default shall have has occurred and is continuing). • Junior obligations will not be continuing; secured, and provided, further, that all loans the junior creditors will not take any collateral enforcement action and advances made by will not interfere in the enforcement of collateral securing the Secured Obligations. • Junior creditors shall not be permitted to take any debt enforcement action during a Payee pursuant to this Promissory Note Standstill Period. A “Standstill Period” shall be received by defined as either (i) the period commencing on the date on which the Administrative Agent receives a standstill notice from a junior creditor that a default has occurred under the applicable Payor subject to junior obligation (which notice shall identify the provisions specific junior default) and ending on the earliest of (a) the Loan Documents. Notwithstanding any right of any Payee to ask, demand, xxx for, take or 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 (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 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 to 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 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 occurrence of a bankruptcy or an other insolvency proceedingproceeding with respect to the Credit Party obligated on such junior obligation, whether or not allowed in such proceeding(b) shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters the acceleration 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 portion of the assets of any Payor, or obligations then outstanding under the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors Credit Agreement or any other 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 any Payor are sold, thenCredit Document, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”c) shall be paid or delivered directly to the Collateral Agent for application to any of the Obligations, due or to become due, until all 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 proceedingany foreclosure action against more than 90% (by value) 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, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, 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 such proofs of claim in respect of the Payor Indebtedness requested by the Collateral Agent. After the occurrence senior parties; provided that, for purposes of and during the continuation of an Event of Defaultclause (b) above, the Collateral Agent may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations in accordance with no mandatory prepayment required under the Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds Agreement shall constitute an “acceleration” thereof be received by any Payee from a Payor that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to such time as all Commitments have been terminated and the principal of and 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, such Payee shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee 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 occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of 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 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, 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) such other standstill period that is more favorable to the senior parties. • Junior creditors will not contest the validity or enforceability of the Obligations under the Credit Documents or any other Secured Obligation or the priority, perfection, validity or enforceability of any Liens securing the Secured Obligations. • Customary turnover provisions by junior creditors in the event of receipt of any prohibited payment, any Collateral or any proceeds of Collateral. • Bankruptcy related provisions: customary bankruptcy related agreements and waivers by the junior creditors, including (i) ability of senior parties to file proofs of claim if not otherwise amendfiled by the junior creditors within time periods to be agreed, modify(ii) no opposition or objection by a junior creditor to the use of cash collateral or incurrence of DIP financing supported or provided by the senior parties, supplement or waive any (iii) no provision of this Subordination Sectionadequate protection or other relief for any junior creditor in connection with use of cash collateral or DIP financing, in each case(iv) no objection to 363 sales or comparable provisions, (iv) no objection to receipt or request by the senior parties of post-petition interest, fees or expenses, replacement liens and/or other adequate protection, (v) no ability by any junior creditor to seek a lifting or other modification of any stay imposed by relevant bankruptcy law, (vi) no ability of the junior creditor to be treated as the same class as the senior parties and (vii) continuing application of subordination terms to “reorganization securities”. • No ability by any junior creditor to object or consent to any amendments, restatements, amendments and restatements, supplements and modifications to, or refinancings or reinstatements of, the Secured Obligations. • Limited ability to make modifications to the terms of the junior obligations without the consent of the Administrative AgentRequired Lenders, such consent including (but not to be unreasonably withheld or delayed. • The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce limited to) any modifications that would contravene the subordination and other provisions hereof and such provisions may not be amended without terms set forth herein, contravene the Collateral Agent’s consent. EXHIBIT D FORM OF GUARANTOR JOINDER AGREEMENT THIS GUARANTOR JOINDER AGREEMENT (this “Joinder”) is executed as terms of [DATE] by [NAME OF ADDITIONAL GUARANTOR], a _________ [corporation][limited liability company][partnership] (the “Joining Party”), and delivered to Bank of America, N.A., as Administrative Agent and as Collateral Agent for the benefit of the Secured Parties and their respective successors and assigns under the Credit Agreement (as defined below)or otherwise adversely affect the senior parties. Except as otherwise defined herein• Customary waiver of claims by the junior creditors against the senior parties with respect to the junior obligations, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined.Secured Obligations, the Collateral or any enforcement actions taken by the senior parties with respect to the Secured Obligations. EXHIBIT A

Subordination Terms. Each Payee agrees that any Any and all claims obligations of such Payee against any Payor that is a Loan Party or any endorser Xxxxx in respect of Deferred Payments (ZAI) and this Promissory Note, or against any of their respective properties, Deferred Payment Agreement (ZAI) shall be subordinate subordinated and subject otherwise junior at all times in right of payment and in all other respects, in the manner and to the Obligations extent set forth herein, to any and all present and future obligations of Grace in 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 distribution of cash, securities or any other assets shall be made by Grace with respect to any Deferred Payments (ZAI) or pursuant to the Deferred Payment Documents (ZAI) for as defined in long as such Senior Payment Default is continuing. (v) If any default other than a Senior Payment Default occurs pursuant to the Credit Agreementterms 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 7(g), no payment or distribution of cash, securities or any other assets shall be made by Grace with respect to any Deferred Payments (ZAI) until all Commitments or pursuant to the 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 (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 occur of (1) 180 days from the date the Permitted Holder shall have received the Payment Blockage Notice, (2) the date such Senior Non-Payment Default shall have been cured or waived or shall have ceased to exist 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 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 was continuing on the principal date of an interest on each Loandelivery of any Payment Blockage Notice (whether or not such Senior Non-Payment Default is with respect to the same issue of Designated Senior Indebtedness) may be, all fees and all other expenses or 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. (vii) The making of Deferred Payments (ZAI) or other amounts payable under any Loan Document 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; 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 occurred and be continuing; and provided, further, that all loans and advances made by a Payee pursuant to this Promissory Note Deferred Payment Agreement (ZAI) shall resume, and any 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 received by paid, together with accrued interest thereon at the applicable Payor subject Default Rate, when such suspension is no longer in effect (either due to the provisions cure or waiver of the Loan Documents. Notwithstanding any right of any Payee to ask, demand, xxx for, take relevant Senior Payment Default or receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now the expiration or hereafter arising and howsoever existing, in any assets of any Payor (whether constituting part termination of the security Payment Blockage Period pursuant to clause (i) or collateral given clause (ii) of this Section 7(a)) unless a subsequent Payment Blockage Notice has been delivered in accordance with 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 Secured Party Deferred Payments (ZAI) or to secure payment of all or pay any part other amounts under this Deferred Payment Agreement (ZAI) by reason of the Obligations or otherwiseoperation of this Section 7(a) shall not be and hereby are subordinated to the rights of the Secured Parties in such assets. Except construed as expressly permitted by the Loan Documents, the Payees shall have no right to possession of any such asset or to 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 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 preventing the occurrence of and during the continuation of an Event of Default, if all Default or from characterizing any part Deferred Payments (ZAI) as “past due” for purposes of the assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other 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 any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application to any of the Obligations, due or to become due, until all 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 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, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, 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 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 such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations in accordance with the Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee from a Payor that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to such time as all Commitments have been terminated and the principal of and 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, such Payee shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee 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 occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of 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 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, 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. EXHIBIT D FORM OF GUARANTOR JOINDER AGREEMENT 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 delivered to Bank of America, N.A., as Administrative Agent and as Collateral Agent for the benefit of the Secured Parties and their respective successors and assigns under the Credit Agreement (as defined belowSection 9(c). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined.(b)