Common use of Subrogation to Rights of Holders of Senior Indebtedness Clause in Contracts

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder would be entitled except for the provisions of this Section 3, and no payments over pursuant to the provisions of this Section 3 to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, by the Noteholder shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) and the Noteholder, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holders of the Securities 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 Article Seventeen to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of, premium, if any, and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Securities or the Trustee would be entitled except for the provisions of this Section 3Article Seventeen, and no payments over pursuant to the provisions of this Section 3 Article Seventeen to the Administrative Agent, for the benefit of the holders of such Senior IndebtednessIndebtedness by Holders of the Securities or the Trustee, by the Noteholder shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the NoteholderHolders of the Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior IndebtednessIndebtedness in cash or cash equivalents, the Holders shall be subrogated (equally and ratably with the holders of all Pari Passu Indebtedness of the Company) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the Subordinated Note Obligations shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Notes or the Trustee would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by Holders of the Notes or on their behalf or by the Noteholder Trustee, shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) , and the NoteholderHolders of the Notes, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; it being understood that the provisions of this Article are intended solely for the purpose of determining the relative rights of the Holders of the Notes, on the one hand, and the holders of Senior Indebtedness, on the other hand.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent payment in full of all amounts due or another holder to become due on or in respect of Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Noteholder will holders of the Debentures shall be subrogated to the rights of the Administrative Agent and/or holders of such other holder Senior Indebtedness to receive payments and distributions of Senior Indebtednesscash, as applicable, with respect property and securities applicable to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution Senior Indebtedness until the payment principal of and interest on the Debentures shall be paid in full of all Senior Indebtednessfull. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Noteholder holders of the Debentures would be entitled except for the provisions of this Section 314, and no payments over pursuant to the provisions of this Section 3 14 to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by holders of the Noteholder Debentures shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the Noteholderholders of the Debentures, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holders of the Securities 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 Article to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Securities or the Trustee would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of Company or to the holders of such Senior Indebtedness, Indebtedness by Holders of the Noteholder Securities or the Trustee shall, as among between the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the NoteholderHolders of the Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtednessthe Securities.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior IndebtednessIndebtedness in cash or Cash Equivalents, the Holders shall be subrogated (equally and ratably with the holders of all pari passu Indebtedness of the Company) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the Subordinated Obligations shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Securities or the Trustee would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by Holders of the Securities or on their behalf or by the Noteholder Trustee, shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) , and the NoteholderHolders of the Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; it being understood that the provisions of this Article are intended solely for the purpose of determining the relative rights of the Holders of the Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holders of the Debentures 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 Article to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Debentures or the Trustee would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of the holders of such Senior IndebtednessIndebtedness by Holders of the Debentures or the Trustee, by the Noteholder shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the NoteholderHolders of the Debentures, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If Only after the Noteholder pays payment in full in cash or distributes cash, property Cash Equivalents of all Obligations due or other assets to the Administrative Agent become due on or another holder in respect of Senior IndebtednessIndebtedness of the Company and the termination of all commitments in respect thereof, the Noteholder will Holders of the Notes shall be subrogated to the rights of the Administrative Agent and/or such other holder holders of Senior IndebtednessIndebtedness to receive payments and distributions of cash, as applicable, with respect property and securities applicable to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution Senior Indebtedness until the payment principal of (and premium, if any) and interest on the Notes shall be paid in full of all Senior Indebtednessfull. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of the Company of any cash, property or securities to which the Noteholder Holders of the Notes would be entitled except for the provisions of this Section 314, and no payments over pursuant to the provisions of this Section 3 14 to the Administrative Agent, for the benefit of the holders of such Senior IndebtednessIndebtedness by Holders of the Notes, by the Noteholder shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the NoteholderHolders of the Notes, be deemed to be a payment or distribution by the Company to or on account of such the Senior IndebtednessIndebtedness of the Company.

Subrogation to Rights of Holders of Senior Indebtedness. If After all amounts payable under or in respect of Senior Indebtedness are paid in full, the Noteholder pays or distributes cash, property or other assets Lender shall be subrogated to the Administrative Agent extent of the payments or another holder distributions made to the holders of, or otherwise applied to payment of, such Senior Indebtedness pursuant to the provisions of Senior Indebtednessthis Article VIII, the Noteholder will be subrogated to the rights of the Administrative Agent and/or holders of such Senior Indebtedness to receive payments and distributions of cash, securities and other holder of Senior Indebtedness, as applicable, with respect property applicable to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution Senior Indebtedness until the payment principal of and interest on the Obligations shall be paid in full of all Senior Indebtednessfull. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, securities or other property or securities to which the Noteholder Lender would be entitled except for the provisions of this Section 3Article VIII, and no payments over pursuant to the provisions of this Section 3 Article VIII to the Administrative Agent, for the benefit of the holders of such the Senior Indebtedness, Indebtedness by the Noteholder shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) and the Noteholder, Lender shall be deemed to be a payment or distribution by the Company or the Guarantors to or on account of such the Senior Indebtedness, it being understood that the provisions of this Article VIII are solely for the purpose of defining the relative rights of the Lender, on the one hand, and the holders of Senior Indebtedness on the other hand. A release of any claim by any holder of Senior Debt shall not, as between the Company, the Guarantors and the Lender, limit the Lender's rights of subrogation under this Section 8.4.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all Pari Passu Indebtedness of the Company) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness to the extent that distributions otherwise payable to the holders of the Securities have been applied to the payment of Senior Indebtedness. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Securities or the Trustee would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by Holders of the Securities or on their behalf or by the Noteholder Trustee, shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) , and the NoteholderHolders of the Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; it being understood that the provisions of this Article are intended solely for the purpose of determining the relative rights of the Holders of Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand.

Subrogation to Rights of Holders of Senior Indebtedness. If After the Noteholder pays payment in full, in cash or distributes cashcash equivalents or, property or other assets as acceptable to the Administrative Agent or another each holder of Senior Indebtedness, in any other manner of all Senior Indebtedness, the Noteholder will shall be subrogated to the rights of the Administrative Agent and/or holders of such other holder Senior Indebtedness to receive payments and distributions of Senior Indebtednesscash, as applicable, with respect property and securities applicable to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution Senior Indebtedness until the payment principal of, premium, if any, and interest on the Note shall be paid in full of all Senior Indebtednessfull. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by the Noteholder Noteholder, shall, as among the CompanyPartnership, its creditors (other than holders of such Senior Indebtedness) , and the Noteholder, Noteholder be deemed to be a payment or distribution by the Company Partnership to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If Subject to, and solely Closing following, the Noteholder pays or distributes cash, property or other assets to the Administrative Agent or another holder final payment in full of all Senior Indebtedness, the Noteholder will Lenders shall be subrogated to the rights of the Administrative Agent and/or such other holder holders of Senior IndebtednessIndebtedness to receive payments and distributions of cash, as applicable, with respect property and securities applicable to such Senior Indebtedness to the value extent of such the payments or distributions made to the Bank, or otherwise applied to payment or distributions; providedof, that the Noteholder agrees not Senior Indebtedness pursuant to assert or enforce any such rights the provisions of subrogation it may acquire as a result of any such payment or distribution this Section 9 until the payment principal of and interest on the Loans and the Notes shall be paid in full of all Senior Indebtednessin cash. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder Lenders would be entitled except for the provisions of this Section 39, and no payments over pursuant to the provisions of this Section 3 9 to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by the Noteholder Lenders shall, as among the CompanyBorrower, its creditors (other than holders of such Senior Indebtedness) and the NoteholderLenders, be deemed to be a payment or distribution by the Company Borrower to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holders of the Securities 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 Article to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, securities or other property applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, securities or other property or securities to which the Noteholder Holders of the Securities or the Trustee would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of Company or to the holders of such Senior Indebtedness, Indebtedness by Holders of the Noteholder Securities or the Trustee shall, as among between the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the NoteholderHolders of the Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtednessthe Securities.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such 109 Senior Indebtedness pursuant to the provisions of this Article Seventeen to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of, premium, if any, and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Securities or the Trustee would be entitled except for the provisions of this Section 3Article Seventeen, and no payments over pursuant to the provisions of this Section 3 Article Seventeen to the Administrative Agent, for the benefit of the holders of such Senior IndebtednessIndebtedness by Holders of the Securities or the Trustee, by the Noteholder shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the NoteholderHolders of the Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If Subject to, and solely effective following, the Noteholder pays or distributes cash, property or other assets to the Administrative Agent or another holder final payment in full of all Senior Indebtedness, the Noteholder will Lenders shall be subrogated to the rights of the Administrative Agent and/or such other holder holders of Senior IndebtednessIndebtedness to receive payments and distributions of cash, as applicable, with respect property and securities applicable to such Senior Indebtedness to the value extent of such the payments or distributions made to the Bank, or otherwise applied to payment or distributions; providedof, that the Noteholder agrees not Senior Indebtedness pursuant to assert or enforce any such rights the provisions of subrogation it may acquire as a result of any such payment or distribution this Section 9 until the payment principal of and interest on the Loans and the Notes shall be paid in full of all Senior Indebtednessin cash. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder Lenders would be entitled except for the provisions of this Section 39, and no payments over pursuant to the provisions of this Section 3 9 to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by the Noteholder Lenders shall, as among the CompanyBorrower, its creditors (other than holders of such Senior Indebtedness) and the NoteholderLenders, be deemed to be a payment or distribution by the Company Borrower to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior IndebtednessIndebtedness in cash or Cash Equivalents, the Holders shall be subrogated (equally and ratably with the holders of all pari passu Indebtedness of the Company) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the Subordinated Obligations shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Notes or the Trustee would be entitled except for the provisions of this Section 3Article, and no payments over pursuant to the provisions of this Section 3 Article to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by Holders of the Notes or on their behalf or by the Noteholder Trustee, shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) , and the NoteholderHolders of the Notes, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; it being understood that the provisions of this Article are intended solely for the purpose of determining the relative rights of the Holders of the Notes, on the one hand, and the holders of Senior Indebtedness, on the other hand.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder prior payment in full of all Senior Indebtedness, and, with respect to the Noteholder will Holdings Notes, the prior payment in full of all Company Note Obligations, the Noteholders shall be subrogated to the rights of the Administrative Agent and/or holders of such other holder of Senior IndebtednessIndebtedness (and the Company Notes, as applicable) to receive payments and distributions of cash, with respect property and securities applicable to such Senior Indebtedness (and the value of such payment or distributions; providedCompany Notes, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution applicable) until the payment principal of and interest on such Notes shall be paid in full of all Senior Indebtednessfull. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness (or, with respect to amounts owing on the Holdings Notes, to the holders of the Company Notes) of any cash, property or securities to which the Noteholder such Noteholders would be entitled except for the provisions of this Section 311, and no payments over pursuant to the provisions of this Section 3 11 to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness (or Company Notes) by the Noteholder Noteholders shall, as among Holdings, the Company, its creditors (other than holders of such Senior IndebtednessIndebtedness or Company Notes) and the Noteholder, Noteholders be deemed to be a payment or distribution by Holdings or the Company to or on account of such Senior IndebtednessIndebtedness or Company Notes.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holders of the Notes 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 Article 10 to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Noteholder Holders of the Notes or the Trustee would be entitled except for the provisions of this Section 3Article 10, and no payments over pursuant to the provisions of this Section 3 Article 10 to the Administrative Agent, for the benefit of the holders of such Senior IndebtednessIndebtedness by Holders of the Notes or the Trustee, by the Noteholder shall, as among the Company, its creditors (other than holders of such Senior Indebtedness) Indebtedness and the NoteholderHolders of the Notes, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the prior payment in full of all Senior Indebtedness, the Lenders shall be subrogated, to the extent of the aggregate payments, if any, received by holders of Senior Indebtedness pursuant to the terms of Section 11.2 and 11.3, to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of, premium, if any, and interest on the Obligations shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholder Subordinated Creditors would be entitled except for the provisions of this Section 311.5, and no payments over pursuant to the provisions of this Section 3 11.5 to the Administrative Agent, for the benefit of the holders of such Senior Indebtedness, Indebtedness by the Noteholder Lenders or the Agent, shall, as among the CompanyObligors, its their creditors (other than holders of such Senior Indebtedness) , and the NoteholderSubordinated Creditors, be deemed to be a payment or distribution by the Company Obligors to or on account of such the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. If the Noteholder pays or distributes cash, property or other assets Subject to the Administrative Agent or another holder of Senior Indebtedness, the Noteholder will be subrogated to the rights of the Administrative Agent and/or such other holder of Senior Indebtedness, as applicable, with respect to the value of such payment or distributions; provided, that the Noteholder agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution until the payment in full of all Senior Indebtedness, the Holder shall be subrogated, to the extent of the payments or distributions made to the holder of the Senior Indebtedness pursuant to the provisions of clause (a) or (b), to the rights of the holder of the Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of and interest on this Note, and all other amounts payable under this Agreement, shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders holder of such the Senior Indebtedness of any cash, property or securities to which the Noteholder Holder would be entitled except for the provisions of this Section 3, clause (a) or (b) and no payments over made pursuant to the provisions of this Section 3 clause (a) or (b) to the Administrative Agent, for the benefit holder of the holders of such Senior Indebtedness, Indebtedness by the Noteholder Holder shall, as among the Companymaker, its creditors (other than holders holder of such the Senior Indebtedness) Indebtedness and the NoteholderHolder, be deemed to be a payment or distribution by the Company maker to or on account of such the Senior Indebtedness.