Common use of Subrogation of Note Clause in Contracts

Subrogation of Note. Subject to the payment in full of all Senior Indebtedness, the rights of the holder of the Note shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Section 11 (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Note is subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal, premium, if any, and interest on the Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Purchaser would be entitled except for the provisions of this Section 11, and no payment over pursuant to the provisions of this Section 11, to or for the benefit of the holders of Senior Indebtedness by the Purchaser, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Purchaser be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Purchaser pursuant to the subrogation provisions of this Section 11, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Note. It is understood that the provisions of this Section 11 are and are intended solely for the purposes of defining the relative rights of the Purchaser, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Section 11 or elsewhere in this Agreement or in the Note is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Indebtedness, and the Purchaser, the obligation of the Company, which is absolute and unconditional, to pay to the Purchaser the principal of, premium, if any, and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Purchaser and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Purchaser from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under this Section 11 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

Subrogation of Note. Subject to the payment in full of all Senior Indebtedness, the rights of the holder of the this Note shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Section 11 (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Note is subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal, principal of (and premium, if any, ) and interest on the this Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Purchaser holder of this Note would be entitled except for the provisions of this Section 119, and no payment over pursuant to the provisions of this Section 119, to or for the benefit of the holders of Senior Indebtedness by the Purchaserholder of this Note, shall, as among between the Company, its creditors other than holders of Senior Indebtedness, and the Purchaser holder of this Note, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Purchaser pursuant to the subrogation provisions of this Section 11, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Note. It is understood that the provisions of this Section 11 9 are and are intended solely for the purposes purpose of defining the relative rights of the Purchaserholder of this Note, on the one hand, and the holders of the Senior Indebtedness, on the other hand. If any payment or distribution to which the holder of this Note would otherwise have been entitled but for the provisions of this Section 9 shall have been applied, pursuant to the provisions of this Section 9 to the payment of amounts payable under Senior Indebtedness of the Company, then, and in such case, the holder of this Note shall be entitled to receive from the holders of Senior Indebtedness the full amount of any such payments or distributions received by holders of Senior Indebtedness in excess of the amount sufficient to pay in full all amounts payable under or in respect of, the Senior Indebtedness of the Company. Nothing contained in this Section 11 9 or elsewhere in this Agreement or in the Note is intended to or shall impairimpair or affect, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Purchaserholder of this Note, the obligation of the Company, which is absolute and unconditional, to pay to the Purchaser holder of this Note the principal of, of (and premium, if any, ) and interest on the this Note as and when the same shall become due and payable in accordance with their its terms, or is intended to or shall affect the relative rights of the Purchaser holder of this Note and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Purchaser holder of this Note from exercising all remedies otherwise permitted by applicable law upon default under this AgreementNote, subject to the rights, if any, under this Section 11 9 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Section 9, the holder of this Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the holder of this Note, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto and to this Section 9.

Subrogation of Note. Subject to the payment in full of all Senior Indebtedness, the rights of the holder of the Note The Holder shall not be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Section 11 (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Note is subordinated and is entitled to like rights of subrogation) to the rights of the holders of Designated Senior Indebtedness Lenders to receive payments (other than PIK Payments) or distributions of cash, property or securities (other than Permitted Junior Securities) of the Company applicable to the Designated Senior Indebtedness unless and until the principalprior payment in full in cash of all Designated Senior Indebtedness at the time outstanding (and the termination of all commitments to lend and payment, premium, if any, and interest on the Note shall be paid in fullcash collateralization or delivery of a customary back-to-back letter of credit with respect to any outstanding letters of credit thereunder); and, for the purposes of such subrogation, no payments or distributions to the holders of the Designated Senior Indebtedness Lenders of any cash, property or securities to which the Purchaser Holder would be entitled except for the provisions of this Section 11Article 9, and no payment over pursuant to the provisions of this Section 11, Article 9 to or for the benefit of the holders of Designated Senior Indebtedness Lenders by the PurchaserHolder, shall, as among between the Company, its creditors other than holders of the Designated Senior Indebtedness, Lenders and the Purchaser Holder, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Purchaser pursuant to the subrogation provisions of this Section 11, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Note. It is understood that the provisions of this Section 11 Article 9 are and are intended solely for the purposes purpose of defining the relative rights of the Purchaser, Holder on the one hand, hand and the holders of the Designated Senior IndebtednessLenders, on the other hand. Nothing contained in this Section 11 Article 9 or elsewhere in this Agreement or in the Note is intended to or shall impair, as among between the Company, its creditors other than the holders of Designated Senior Indebtedness, Lenders and the PurchaserHolder, the obligation of the Company, which is absolute and unconditional, to pay to the Purchaser Holder the principal of, of and premium, if any, and interest on the this Note as and when the same shall become due and payable in accordance with their terms, terms or is intended to or shall affect the relative rights of the Purchaser Holder and creditors of the Company other than the holders of the Designated Senior IndebtednessLenders, nor shall anything herein or therein prevent the Purchaser Holder from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, Note (except that any acceleration of payment under this Note shall not be effective prior to five (5) business days after written notice has been delivered to each Representative of the Designated Senior Indebtedness) subject to the rights, if any, rights of the Designated Senior Lenders under this Section 11 of the holders of Senior Indebtedness Article 9 in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Company referred to in this Article 9, the Holder shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any dissolution, winding-up, liquidation, reorganization, assignment, marshaling or proceedings are pending, or a certificate of any custodian, agent or other Person making such payment or distribution, delivered to the Holder, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Designated Senior Lenders and the holders of other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 9.

Subrogation of Note. Subject to the payment in full of all Senior Indebtedness, the rights of the holder of the this Note shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Section 11 (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Note is subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal, principal of (and premium, if any, ) and interest on the this Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Purchaser holder of this Note would be entitled except for the provisions of this Section 119, and no payment over pursuant to the provisions of this Section 119, to or for the benefit of the holders of Senior Indebtedness by the Purchaserholder of this Note, shall, as among between the Company, its creditors other than holders of Senior Indebtedness, and the Purchaser holder of this Note, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Purchaser pursuant to the subrogation provisions of this Section 11, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Note. It is understood that the provisions of this Section 11 9 are and are intended solely for the purposes purpose of defining the relative rights of the Purchaserholder of this Note, on the one hand, and the holders of the Senior Indebtedness, on the other hand. If any payment or distribution to which the holder of this Note would otherwise have been entitled but for the provisions of this Section 9 shall have been applied, pursuant to the provisions of this Section 9 to the payment of amounts payable under Senior Indebtedness of the Company, then, and in such case, the holder of this Note shall be entitled to receive from the holders of Senior Indebtedness the full amount of any such payments or distributions received by holders of Senior Indebtedness in excess of the amount sufficient to pay in full all amounts payable under or in respect of, the Senior Indebtedness of the Company. Nothing contained in this Section 11 9 or elsewhere in this Agreement or in the Note is intended to or shall impairimpair or affect, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Purchaserholder of this Note, the obligation of the Company, which is absolute and unconditional, to pay to the Purchaser holder of this Note the principal of, of (and premium, if any, ) and interest on the this Note as and when the same shall become due and payable in accordance with their its terms, or is intended to or shall affect the relative rights of the Purchaser holder of this Note and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Purchaser holder of this Note from exercising all remedies otherwise permitted by applicable law upon default under this AgreementNote, subject to the rights, if any, under this Section 11 9 of the holders of Senior Indebtedness in respect of cash, property or securities secu rities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Section 9, the holder of this Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the holder of this Note, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto and to this Section 9.

Subrogation of Note. Subject to the payment in full of all Senior Indebtedness, the rights of the holder of the this Note shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Section 11 (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Note is subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal, principal of (and premium, if any, ) and interest on the this Note (including, without limitation, Special Interest) shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Purchaser holder of this Note would be entitled except for the provisions of this Section 119, and no payment over pursuant to the provisions provi sions of this Section 119, to or for the benefit of the holders of Senior Indebtedness by the Purchaserholder of this Note, shall, as among between the Company, its creditors other than holders of Senior Indebtedness, and the Purchaser holder of this Note, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Purchaser pursuant to the subrogation provisions of this Section 11, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Note. It is understood that the provisions provi sions of this Section 11 9 are and are intended solely for the purposes purpose of defining the relative rights of the Purchaserholder of this Note, on the one hand, and the holders of the Senior Indebtedness, on the other hand. If any payment or distribution to which the holder of this Note would otherwise have been entitled but for the provisions of this Section 9 shall have been applied, pursuant to the provisions of this Section 9 to the payment of amounts payable under Senior Indebtedness of the Company, then, and in such case, the holder of this Note shall be entitled to receive from the holders of Senior Indebtedness the full amount of any such payments or distributions received by holders of Senior Indebtedness in excess of the amount sufficient to pay in full all amounts payable under, or in respect of, the Senior Indebtedness of the Company. Nothing contained in this Section 11 9 or elsewhere in this Agreement or in the Note is intended to or shall impairimpair or affect, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Purchaserholder of this Note, the obligation of the Company, which is absolute and unconditional, to pay to the Purchaser holder of this Note the principal of, of (and premium, if any, ) and interest (including without limitation, Special Interest) on the this Note as and when the same shall become due and payable in accordance with their its terms, or is intended to or shall affect the relative rights of the Purchaser holder of this Note and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Purchaser holder of this Note from exercising all remedies otherwise permitted by applicable law upon default under this AgreementNote, subject to the rights, if any, under this Section 11 9 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Section 9, the holder of this Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Persons making such payment or distribution, delivered to the holder of this Note, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto and to this Section 9.