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

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor 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 Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the payment in full of all Guarantor Senior Indebtedness with respect to any Subsidiary Guarantor in cash or Cash Equivalents or in any other form acceptable to Equivalents, the Holders shall be subrogated (equally and ratably with the holders of all other Guarantor Senior Indebtedness, the Holders Subordinated Indebtedness of the Securities shall be subrogated such Subsidiary Guarantor) to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest on the Securities Guarantor Senior Subordinated Indebtedness with respect to such Subsidiary Guarantor shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or on their behalf or by the Trustee, shall, as among any such Subsidiary Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such Subsidiary Guarantor to or on account of the Guarantor 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 Guarantor Senior Indebtedness, on the other hand.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. (a) Subject to the payment in full of all Guarantor Senior Indebtedness Indebtedness, in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednesscash equivalents, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until all of the principal of, premium, if any, and interest on Guarantor's obligations under the Securities Guaranty shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this ArticleArticle Thirteen, and no payments over pursuant to the provisions of this Article Thirteen to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any the Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by such the Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. (a) Subject to the payment in full of all Guarantor Senior Indebtedness Indebtedness, in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednesscash equivalents, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, of and premium, if any, and interest interest, if any, on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this ArticleArticle Thirteen, and no payments over pursuant to the provisions of this Article Thirteen to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any the Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by such the Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any GuarantorMulticare, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by such Guarantor Multicare to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to indefeasibly pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness of a Guarantor and until the Notes are paid in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessfull, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities of such Guarantor applicable to the such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee Notes would be entitled except for the provisions of this Article, Article Ten and no payments over pursuant to the provisions of this Article Ten to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the TrusteeNotes, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article Ten shall have been applied, pursuant to the provisions of this Article Ten, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property Property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property Property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of all Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest on the Securities Subordinated Guarantor Obligations shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any Guarantorthe Guarantors, its their respective creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such any Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders 97 -90- of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to indefeasibly pay all amounts payable under or in respect 100 of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Guarantor Senior Indebtedness Indebtedness, or the provision for such payment in cash or Cash Equivalents cash equivalents or otherwise in any other form acceptable a manner satisfactory to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Guarantor Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Debenture Guarantor that by its express terms is subordinated to Guarantor Senior Indebtedness to substantially the same extent as the Guarantee is subordinated to the Guarantor Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Guarantor Senior Indebtedness) to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until all amounts payable in respect of the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any the Debenture Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such the Debenture Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to indefeasibly pay in full in cash all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Only after the payment in full in cash of Cash Equivalents of all Guarantor Senior Indebtedness in cash amounts due or Cash Equivalents to become due on or in any other form acceptable to the holders respect of Guarantor Senior Indebtedness, the Holders of the Securities Junior Creditors shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the such Guarantor Senior Indebtedness until the principal of, of (and premium, if any, ) and interest on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Indebtedness of a Guarantor of any cash, property or securities to which the Holders of the Securities or the Trustee Junior Creditors would be entitled except for the provisions of this ArticleSection 14, and no payments over pursuant to the provisions of this Article Section 14 to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the TrusteeJunior Creditors, shall, as among any such Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness of such Guarantor and the Holders of the SecuritiesJunior Creditors, be deemed to be a payment or distribution by such Guarantor to or on account of the Guarantor Senior IndebtednessIndebtedness of such Guarantor.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the rights of the Holders of the Securities Notes shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, of (and premium, if any, ) and interest on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 8, and no not payments over pursuant to the provisions of this Article 8 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any the Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the Securities, Notes be deemed to be a payment or distribution by such of the Guarantor to or on account of the Guarantor Senior Indebtedness. Neither the Holders or the Notes nor the Trustee shall have any claim against the holders of the Guarantor Senior Indebtedness for any impairment of the subrogation rights herein granted arising out of any release of Guarantor Liens securing the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor 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 Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Guaranteed Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest interest, if any, on the Guaranteed Securities shall be paid in fullfull in cash or cash equivalents. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Guaranteed Securities or the Trustee for such series of Guaranteed Securities would be entitled except for the provisions of this ArticleArticle Fifteen, and no payments over pursuant to the provisions of this Article Fifteen to the holders of Guarantor Senior Indebtedness by Holders of the Guaranteed Securities or the Trustee, such Trustee shall, as among any the Guarantor, its the creditors of the Guarantor other than holders of Guarantor Senior Indebtedness, and the Holders of the Guaranteed Securities, be deemed to be a payment or distribution by such the Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, Article 11 and no payments over pursuant to the provisions of this Article 11 to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the TrusteeHolders, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 shall have been applied, pursuant to the provisions of this Article 11, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 11, and no payments over pursuant to the provisions of this Article 11 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 shall have been applied, pursuant to the provisions of this Article 11, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to After the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest on on, the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee Notes would be entitled except for the provisions of this ArticleArticle X, and no payments over pursuant to the provisions of this Article X to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the TrusteeNotes, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article X shall have been applied, pursuant to the provisions of this Article X, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any 97 -89- each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to After the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest on on, the Securities shall be paid in full. For purposes of such 118 subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, Article and no payments over pursuant to the provisions of this Article to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject (a)Subject to the payment in full of all Guarantor Senior Indebtedness Indebtedness, in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednesscash equivalents, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, of and premium, if any, and interest interest, if any, on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this ArticleArticle Thirteen, and no payments over pursuant to the provisions of this Article Thirteen to the holders of Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any the Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by such the Guarantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to After the payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest on on, the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such Guarantor Gurantor to or on account of the Guarantor Senior Indebtedness.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to 100 -92- be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtednessa Guarantor, the Holders of the Securities shall be subrogated to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the of such Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be paid under the principal of, premium, if any, and interest on the Securities Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Guarantor Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among any each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by such Guarantor to or on account of the such Guarantor Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under Guarantor Senior Indebtedness, then and in such case, the Holders shall be entitled to receive from the holders of such Guarantor Senior Indebtedness at the time outstanding any payments or distributions received by such holders of Guarantor Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Guarantor Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Subject to the prior payment in full of all Guarantor Senior Indebtedness in cash or Cash Equivalents or in any other form acceptable to the holders of Guarantor Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Guarantor which by its express terms is not superior in right of payment to the Guaranty and ranks PARI PASSU with the Guaranty and is entitled to like rights of subrogation) to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and or distributions of cash, property and assets or securities of the Guarantor applicable to the Guarantor Senior Indebtedness until the principal of, premium, if any, and interest on the Securities shall be paid in fullIndebtedness. For purposes of such subrogation, no payments or distributions in respect of the Guarantor Senior Indebtedness of assets or securities which otherwise would have been payable or distributable to Holders shall, as between the Guarantor, its creditors other than the holders of Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Guarantor Senior Indebtedness, and no payments or distributions to the Trustee or the Holders of the Securities of assets or securities which are applied to the satisfaction of Guarantor Senior Indebtedness, as the case may be, by virtue of the subordination herein provided for shall, as between the Guarantor, its creditors other than the holders of Guarantor Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee 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 Guarantor Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among any Guarantor, its creditors other than holders of Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by such the Guarantor to or on account of the Guarantor Senior IndebtednessGuaranty.