Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the Issuer, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 no payment over pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the Issuer, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the Notes, be deemed to be a payment by the Issuer to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes 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 Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trus...
Subrogation of Notes. 25 Section 4.4. Authorization to Effect Subordination.................................................. 26 Section 4.5. Notice to Trustee...................................................................... 26 Section 4.6. Trustee's Relation to Senior Indebtedness.............................................. 27 Section 4.7. No Impairment of Subordination......................................................... 27 Section 4.8. Certain Conversions Not Deemed Payment................................................. 27 Section 4.9. Article Applicable to Paying Agents.................................................... 28 Section 4.10. Senior Indebtedness Entitled to Rely................................................... 28 Section 4.11. Reliance on Judicial Order or Certificate of Liquidating Agent......................... 28
Subrogation of Notes. 30 Section 4.5 Authorization by Noteholders..........................................................31 Section 4.6 Notice to Trustee.....................................................................31 Section 4.7 Trustee's Relation to Senior Indebtedness.............................................33 Section 4.8 No Impairment of Subordination........................................................33 Section 4.9 Certain Conversions Deemed Payment....................................................33 -i- TABLE OF CONTENTS (continued)
Subrogation of Notes. After all Senior Indebtedness is paid in full and until the Notes are paid in full, the Holders shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Holders have been applied to the payment of Senior Indebtedness. If any Payment or Distribution to which the Holders would otherwise have been entitled but for the provisions of this Section 8 shall have been applied pursuant to the provisions of this Section 8 to the payment of all amounts payable in respect of the Senior Indebtedness, then and in such case, the Holders, as with respect to the Company, shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any Payments or Distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable in respect of the Senior Indebtedness in full in cash or, at the option of the holders of Senior Indebtedness, cash equivalents.
Subrogation of Notes. 32 8.4. No Impairment of Subordination..................................32 8.5. Section 8 Not to Prevent Events of Default......................32 8.6. Securities Senior to Subordinated Indebtedness..................32 8.7. Assignment of Junior Claims.....................................33
Subrogation of Notes. Subject to the payment in full of the principal of, premium, if any, on and interest on all Senior Indebtedness, the holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company made on the Senior Indebtedness paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of any cash, property, or securities to which the holders of the Notes would be entitled except for the provisions of this Article 3 shall, as between the Company and the holders of the Notes or of the Junior Subordinated Notes be deemed to be a payment by the Company to or on account of Senior Indebtedness, it being understood that the provisions of this Article 3 are and are intended solely for the purpose of defining the relative rights of the holders of the Notes, on the one hand, and the holders of the Senior Indebtedness, on the other hand.
Subrogation of Notes. 22 Section 4.5 Authorization by Noteholders...................................23 Section 4.6
Subrogation of Notes. 19 Section 4.4
Subrogation of Notes. 32 Section 4.04. Authorization to Effect Subordination ........................... 33 Section 4.05. Notice to Trustee ............................................... 34 Section 4.06. Trustee's Relation to Senior Indebtedness ....................... 35 ARTICLE 5 --------- Particular Covenants of the Company ----------------------------------- Section 5.01. Payment of Principal, Premium and Interest ............................................ 37 Section 5.02. Maintenance of Office or Agency ....................................................... 37 Section 5.03. Appointments to Fill Vacancies in Trustee's Office .................................... 38 Section 5.04. Provisions as to Paying Agent ......................................................... 38 Section 5.05. Existence ............................................................................. 39 Section 5.06. Maintenance of Properties ............................................................. 39 Section 5.07. Payment of Taxes and Other Claims ..................................................... 39 Section 5.08. Rule 144A Information Requirement ..................................................... 40 Section 5.09. Stay, Extension and Usury Laws ........................................................ 40 Section 5.10. Compliance Certificate ................................................................ 41 Section 5.11. Liquidated Damages Notice ............................................................. 41 ARTICLE 6 --------- Noteholders' Lists and Reports by the Company and the Trustee ------------------------------------------------------------- Section 6.01. Noteholders' Lists .................................................................... 42 Section 6.02. Preservation and Disclosure of Lists .................................................. 42 Section 6.03. Reports by Trustee .................................................................... 42 Section 6.04. Reports by Company .................................................................... 43
Subrogation of Notes. (a) Subject to the payment in full of all amounts then due (whether by acceleration of the maturity thereof or otherwise) on account of all Senior Indebtedness at the time outstanding, the holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness to receive Payments or Distributions of cash, property or securities of Intersolv or the Company applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Senior Indebtedness shall be paid in full; and, for the purposes of such subrogation, no Payments or Distributions to the holders of Senior Indebtedness to which the holders of the Notes would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by holders of the Notes, shall, as between Intersolv or the Company, Intersolv's or the Company's creditors other than holders of Senior Indebtedness, and the holders of the Notes, be deemed to be a payment by Intersolv or the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Notes, on the one hand, and the holders of Senior Indebtedness, on the other hand.
