thereof the principal thereof and interest thereon as and when the same shall
become due and payable in accordance with the terms thereof, or prevent the
holder of any Subordinated Debt from exercising all rights, powers and remedies
otherwise permitted by applicable law or hereunder upon a default or Event of
Default hereunder, all subject to the rights of the holders of the Senior Debt
to receive cash, securities or other property otherwise payable or deliverable
to the holders of Subordinated Debt.
Section 10.7. Payment of Senior Debt, Subrogation, etc. Upon the
payment in full in money or money's worth of all Senior Debt, the holders of
Subordinated Debt shall be subrogated to all rights of any holders of Senior
Debt to receive any further payments or distributions applicable to the Senior
Debt until the Subordinated Debt shall have been paid in full, and, for the
purposes of such subrogation, no payment or distribution received by the holders
of Senior Debt of cash, securities, or other property to which the holders of
Subordinated Debt would have been entitled except for this Section 10 shall, as
between the Company and its creditors other than the holders of Senior Debt, on
the one hand, and the holders of Subordinated Debt, on the other, be deemed to
be a payment or distribution by the Company on account of Senior Debt.
SECTION 11. Interpretation of Agreement and Notes.
Section 11.1. Definitions. For all purposes of this Agreement and the
Notes, the following definitions shall apply unless the context shall otherwise
"Affiliate" means a Person (a) which directly or indirectly through one
or more intermediaries controls, or is controlled by, or is under common control
with, the Company, or (b) which beneficially owns or holds 5% or more of equity
interests in any general partner or in any Person controlling a general partner,
or (c) 5% or more of any partnership interest or class of voting securities of
which is beneficially owned or held of record by the Company, the general
partners or any Person who controls any of the general partners. The term
"control" (including the terms "controlled by" and "under common control with")
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract, or otherwise.
"Agreement" means this Note Purchase Agreement (including the annexed
Schedules and Exhibits), as originally accepted by you, and as it may from time
to time hereafter be amended, supplemented or modified, or its terms waived, in
accordance with its terms.