Common use of Subordination of the Clause in Contracts

Subordination of the. Credit Parties' Obligations to the Guarantor. Each Guarantor hereby expressly covenants and agrees for the benefit of the Administrative Agent and the Banks that all obligations and liabilities of the Borrower and all obligations and liabilities of all other guarantors of the Obligations (or any part thereof) ("Other Guarantors"), to such Guarantor ("Such Guarantor") of whatsoever description (including, without limitation, all rights of contribution) (the "Subordinated Obligations") shall be subordinated and junior in right of payment to the Obligations. In the case of any Insolvency Proceeding wherein the obligor of Subordinated Obligations (an "Obligor") is debtor, the Obligor and any assignee, trustee in bankruptcy, receiver or other similar Person, debtor in possession or other Person(s) in charge are hereby directed to pay to the Administrative Agent (for the benefit of the Banks) the full amount of the Obligations (including interest to date of payment and including without limitation interest accrued after the filing of a petition initiating an Insolvency Proceeding) before making any payment in respect of the Subordinated Obligations to Such Guarantor, and insofar as may be necessary for that purpose, Such Guarantor hereby assigns and transfers to the Administrative Agent all rights to such payments. Notwithstanding the foregoing provisions of this Section 16: (a) with respect to obligations and liabilities of the Borrower to Such Guarantor ("Borrower/Guarantor Obligations"), Such Guarantor may receive payments in respect of Borrower/Guarantor Obligations so long as there has not occurred a Default or Event of Default; (b) with respect to obligations and liabilities of one more of the Guarantors hereunder to Such Guarantor ("R&B Intra-Company Obligations"), Such Guarantor may receive payments in respect of R&B Intra-Company Obligations so long as there has not occurred an Event of Default and there is not pending any Insolvency Proceeding involving as debtor the Obligor of the R&B Intra- Company Obligations; (c) with respect to obligations and liabilities of one or more of the Other Guarantors who are not signatories to this Guaranty ("Unrelated Guarantors") which obligations or liabilities are related to the Borrower, the Drillship, or R&BII's interest in the Borrower ("Drillship-Related R&B/Conoco Obligations"), Such Guarantor may receive payments in respect of Drillship-Related R&B/Conoco Obligations so long as there has been no acceleration of the Obligations under the Credit Agreement and there is not pending any Insolvency Proceeding involving as debtor the Borrower or the Obligor of the Drillship-Related R&B Conoco Obligations; and (d) obligations and liabilities of Unrelated Guarantors to Such Guarantor, if such obligations and liabilities are unrelated to the Borrower and the Drillship ("Unrelated R&B/Conoco Obligations"), shall not be subject to the provisions of this Section 16. If Such Guarantor shall receive any payment in respect of the Subordinated Obligations in contravention of the terms of this Section, such payments shall be collected and received by Such Guarantor as trustee for the Administrative Agent and the Banks and paid over to the Administrative Agent and the Banks on account of the Obligations.

Subordination of the. Credit Parties' Obligations to the Guarantor. Each The Guarantor hereby expressly covenants and agrees for the benefit of the Administrative Agent and the Banks that all obligations and liabilities of the Borrower and all obligations and liabilities of all other guarantors of the Obligations (or any part thereof) ("Other Guarantors"), ) to such the Guarantor ("Such Guarantor") of whatsoever description (including, without limitation, all rights of contribution) contribution (the "Subordinated Obligations") shall be subordinated and junior in right of payment to the Obligationsprior payment in full in cash of the Obligations (including, without limitation, interest on the Obligations accrued subsequent to the commencement of an Insolvency Proceeding and all interest that would have accrued but for the commencement of such Insolvency Proceeding). In the case of any Insolvency Proceeding wherein the obligor of Subordinated Obligations (an "Obligor") is debtor, the Obligor and any assignee, trustee in bankruptcy, receiver or other similar Person, debtor in possession or other Person(s) in charge are hereby directed to pay to the Administrative Agent (for the benefit of the Banks) the full amount of the Obligations (including interest to date of payment and including without limitation interest accrued after the filing of a petition initiating an Insolvency Proceeding) before making any payment in respect of the Subordinated Obligations to Such the Guarantor, and insofar as may be necessary for that purpose, Such the Guarantor hereby assigns and transfers to the Administrative Agent all rights to such payments. Notwithstanding the foregoing provisions of this Section 1617: (a) with respect to obligations and liabilities of the Borrower to Such the Guarantor ("Borrower/Guarantor Obligations"), Such the Guarantor may receive payments in respect of Borrower/Guarantor Obligations so long as there has not occurred a Default or Event of Default; ; (b) with respect to obligations and liabilities of one more of the Guarantors hereunder to Such Guarantor ("R&B Intra-Company Obligations"), Such Guarantor may receive payments in respect of R&B Intra-Company Obligations so long as there has not occurred an Event of Default and there is not pending any Insolvency Proceeding involving as debtor the Obligor of the R&B Intra- Company Obligations; (c) with respect to obligations and liabilities of one or more of the Other Guarantors who are not signatories to this Guaranty ("Unrelated Guarantors") which obligations or liabilities are related to the Borrower, Borrower or the Drillship, or R&BIIGuarantor's interest in the Borrower ("DrillshipBorrower Related Inter-Related R&B/Conoco Guarantor Obligations"), Such ) the Guarantor may receive scheduled payments in respect of DrillshipBorrower Related Inter-Related R&B/Conoco Guarantor Obligations in accordance with the terms thereof so long as there has been no acceleration of the Obligations under the Credit Agreement and there is not pending any Insolvency Proceeding involving as debtor the Borrower or the Obligor of the DrillshipBorrower Related Inter-Related R&B Conoco Guarantor Obligations; and and (dc) with respect to obligations and liabilities of Unrelated one or more of the Other Guarantors to Such Guarantor, if such which obligations and or liabilities are unrelated to the Borrower and or the Drillship Guarantor's interest in the Borrower ("Unrelated R&B/Conoco Inter-Guarantor Obligations"), shall the Guarantor may receive payments in respect of the Unrelated Inter-Guarantor Obligations so long as there is not be subject to pending any Insolvency Proceeding involving as debtor the provisions Obligor of this Section 16the Unrelated Inter-Guarantor Obligations. If Such the Guarantor shall receive any payment in respect of the Subordinated Obligations in contravention of the terms of this Section, such payments shall be collected and received by Such the Guarantor as trustee for the Administrative Agent and the Banks and paid over to the Administrative Agent and the Banks on account of the Obligations.