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

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness of a Guarantor, the Holders 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 made on such Guarantor Senior Indebtedness until all amounts due to be paid under the Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to holders of Guarantor Senior Indebtedness of any cash, property or securities to which Holders of the Notes would be entitled except for the provisions of this Article X, and no payments over pursuant to the provisions of this Article X to holders of Guarantor Senior Indebtedness by Holders of the Notes, shall, as among each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the Notes, be deemed to be a payment or distribution by such Guarantor to or on account of 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. Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness of a Guarantor, the Holders 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 made on such Guarantor Senior Indebtedness until all amounts due to be paid under the Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to holders of Guarantor Senior Indebtedness of any cash, property or securities to which Holders of the Notes would be entitled except for the provisions of this Article X, 11 and no payments over pursuant to the provisions of this Article X 11 to holders of Guarantor Senior Indebtedness by Holders of the NotesHolders, shall, as among each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the NotesHolders, be deemed to be a payment or distribution by such Guarantor to or on account of 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 11 shall have been applied, pursuant to the provisions of this Article X11, 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. Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness of a Guarantor, the Holders 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 made on such Guarantor Senior Indebtedness until all amounts due to be paid under the Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to holders of Guarantor Senior Indebtedness of any cash, property or securities to which Holders of the Notes or the Trustee would be entitled except for the provisions of this Article X10, and no payments over pursuant to the provisions of this Article X 10 to holders of Guarantor Senior Indebtedness by Holders of the NotesNotes or the Trustee, shall, as among each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the Notes, be deemed to be a payment or distribution by such Guarantor to or on account of 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 10 shall have been applied, pursuant to the provisions of this Article X10, 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 cashcash or Cash Equivalents.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Upon Subject to the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness of a GuarantorIndebtedness, the rights of the Holders of the 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 of such Guarantor made on such applicable to the Guarantor Senior Indebtedness until all amounts due to be paid under the Guarantee principal of (and premium, if any) and interest on the Notes shall be paid in full. For the 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 Notes or the Trustee would be entitled except for the provisions of this Article X8, and no not payments over pursuant to the provisions of this Article X 8 to the holders of Guarantor Senior Indebtedness by Holders of the NotesNotes or the Trustee, shall, as among each the Guarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the Notes, Notes be deemed to be a payment or distribution by such of the Guarantor to or on account of such the Guarantor Senior Indebtedness. If any payment or distribution to which Neither the Holders would otherwise have been entitled but for or the provisions of this Article X Notes nor the Trustee shall have been applied, pursuant to any claim against the provisions holders of this Article X, to the payment Guarantor Senior Indebtedness for any impairment of all amounts payable under the subrogation rights herein granted arising out of any release of Guarantor Liens securing the 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. Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness of a Guarantor, the Holders 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 made on such Guarantor Senior Indebtedness until all amounts due to be paid under the Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to holders of Guarantor Senior Indebtedness of any cash, property or securities to which Holders of the Notes or the Trustee would be entitled except for the provisions of this Article X11, and no payments over pursuant to the provisions of this Article X 11 to holders of Guarantor Senior Indebtedness by Holders of the NotesNotes or the Trustee, shall, as among each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the Notes, be deemed to be a payment or distribution by such Guarantor to or on account of 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 11 shall have been applied, pursuant to the provisions of this Article X11, 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. Upon the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness of a Guarantor, the Holders 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 made on such Guarantor Senior Indebtedness until all amounts due to be paid under the Guarantee shall be paid in full. For the purposes of such subrogation, no payments or distributions to holders of Guarantor Senior Indebtedness of any cash, property or securities to which Holders of the Notes or the Trustee would be entitled except for the provisions of this Article X10, and no payments over pursuant to the provisions of this Article X 10 to holders of Guarantor Senior Indebtedness by Holders of the NotesNotes or the Trustee, shall, as among each Guarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the Notes, be deemed to 100 -92- be a payment or distribution by such Guarantor to or on account of 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 10 shall have been applied, pursuant to the provisions of this Article X10, 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 cashcash or Cash Equivalents.

Subrogation to Rights of Holders of Guarantor Senior Indebtedness. Upon Subject to the payment in full of all amounts payable under or in respect of all Guarantor Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of a GuarantorGuarantor Senior Indebtedness, the rights of the Holders of Convertible Debentures 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 indebtedness of the New Devon Guarantor which by its express terms is subordinated to indebtedness of the New Devon Guarantor to substantially the same extent as the Guarantor Obligations are subordinated to the Guarantor Senior Indebtedness and is entitled to like rights of subrogation) to the rights of the holders of such Guarantor Senior Indebtedness to receive payments and distributions of cash, property and securities of such Guarantor made on such applicable to the Guarantor Senior Indebtedness until all amounts due to be paid under the Guarantee principal of (and premium, if any) and interest on the Convertible Debentures shall be paid in full. For the 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 Convertible Debentures or the Notes Trustee would be entitled except for the provisions of this Article XArticle, and no payments over pursuant to the provisions of this Article X to or for the benefit of the holders of Guarantor Senior Indebtedness by Holders of Convertible Debentures or the NotesTrustee, shall, as among each the New Devon Guarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the NotesConvertible Debentures, be deemed to be a payment or distribution by such the New Devon Guarantor to or on account of such the 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.