Common use of Subrogation Clause in Contracts

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement and shall have the right to waive payment by the Issuer pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts of Guarantee Payments are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement and shall have the right to waive payment by the Issuer Trust pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of applicable law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts of Guarantee Payments are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (all, if any) , rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts of Guarantee Payments are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Capital Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Capital Securities Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Capital Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or of any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities Affiliate Debenture against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Investment Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Investment Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Investment Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Common Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Common Securities Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Common Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Preferred Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders or to the Guarantee Trustee for remittance to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that -------- ------- the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, provided that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right rights that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities Holder against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities the Senior Notes against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of applicable law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders of the Senior Notes and to pay over such amount to the such Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Preferred Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGUARANTEE Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGUARANTEE Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGUARANTEE Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Trust Preferred Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Capital Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Capital Securities Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Capital Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Preferred Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders holder of Capital Securities any Security against the Issuer Company in respect of any amounts paid to such Holders holder by the Guarantor under pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce enforce, or exercise to receive any payments arising out of or based upon, such right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this Guarantee; Partnership Guarantee provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Partnership Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Partnership Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Common Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Common Securities Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Common Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (all, if any) , rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Company in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee and shall have the right to waive payment by the Company's subsidiaries pursuant to Section 11.01 hereof; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such until the prior payment, any amounts are due observance and unpaid under this Guaranteeperformance in full of the Guaranteed Obligations. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Trust Preferred Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Capital Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Capital Securities Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Capital Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (all, if any) , rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts of Guarantee Payments are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to or for such Holder in accordance with the HoldersTrust Agreement.

Subrogation. The Guarantor shall be subrogated to all (if any) ----------- rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, -------- however, that the Guarantor shall not (except to the extent required by applicable ------- mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Issuer, in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement, and shall have the right to waive payment by the Issuer pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire against the Issuer by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the applicable Holders and to pay over such amount to or for the applicable Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Capital Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Capital Securities Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Capital Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.. 13

Subrogation. The Guarantor shall be subrogated to all ----------- (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent -------- ------- required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders Holder of Capital Securities any Security against the Issuer Company in respect of any amounts paid to such Holders Holder by the Guarantor under pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce enforce, or exercise to receive any payments arising out of or based upon, such right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders or to the Guarantee Trustee for remittance to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to if at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.. 11

Subrogation. The Guarantor shall be subrogated to all (the rights, if any) rights , of the Holders of Capital the Securities against the Issuer in with respect of to any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders of the Securities and to pay over such amount to the such Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such the amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of the Debentures and the Capital Securities against the Issuer Company in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Preferred Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee and shall have the right to waive payment by the Issuer pursuant to Section 5.01; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) ----------- rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Capital Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Capital Securities Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Capital Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Trust Preferred Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Trust Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Trust Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Trust Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Common Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Trust Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (if ----------- any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required -------- by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right rights that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts of Guarantee Payments are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeHITS Guarantee Agreement; provided, however, provided that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right rights that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeHITS Guarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeHITS Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if ----------- any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts of Guarantee Payments are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of the Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees agree to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, indemnity reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Partnership in respect of any amounts paid to such the Holders by the Guarantor under this Partnership Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Partnership Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Partnership Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts of Guarantee Payments are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.10

Subrogation. The Guarantor shall be subrogated to all (if ----------- any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.,

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Capital Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Capital Securities Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Capital Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Trust Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Trust Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Trust Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Trust Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Trust Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to if at the time of any such payment, payment any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, provided that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders Holder of Capital Securities any Security against the Issuer Company in respect of any amounts paid to such Holders Holder by the Guarantor under pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce enforce, or exercise to receive any payments arising out of or based upon, such right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Preferred Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, -------- ------- that the Guarantor shall not (except to the extent required by applicable provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid by the Guarantor to such the Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (rights, if any) rights , of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this GuaranteeGuarantee Agreement; provided, however, that the Guarantor -------- ------- shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeGuarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeGuarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all rights (if any) rights of the Holders of Capital Securities against the Issuer Trust in respect of any amounts paid to such the Holders by the Guarantor under this GuaranteeExchange Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this GuaranteeExchange Guarantee Agreement, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this GuaranteeExchange Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over to the Holders from such amount any amounts then owed to the Holders.

Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against the Issuer Trust and CBC in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by applicable mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.