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any entity surviving the Guarantor, as applicable, shall remain or be liable
under its Guarantee as provided in this Article Ten.

      (b) The Trustee shall deliver an appropriate instrument evidencing the
release of the Guarantor upon receipt of a request by the Company or the
Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel
certifying as to the compliance with this Section 10.04; provided the legal
counsel delivering such Opinion of Counsel may rely as to matters of fact on one
or more Officers Certificates of the Company or the Guarantor.

      The Trustee shall execute any documents reasonably requested by the
Company or the Guarantor in order to evidence the release of the Guarantor from
its obligations under its Guarantee endorsed on the Notes, under this Article
Ten and under this Indenture.

Section 10.05. Waiver of Subrogation.

      Until this Indenture is discharged and all of the Notes are discharged and
paid in full, the Guarantor hereby irrevocably waives and agrees not to exercise
any claim or other rights which it may now or hereafter acquire against either
Issuer that arise from the existence, payment, performance or enforcement of the
Issuers' obligations under the Notes or this Indenture and the Guarantor's
obligations under this Guarantee and this Indenture, in any such instance
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against either Issuer, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from either Issuer,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to the Guarantor in violation of the preceding sentence and
any amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to the Guarantor for the benefit
of, and held in trust for the benefit of, the Trustee or the Holders and shall
forthwith be paid to the Trustee for the benefit of itself or such Holders to be
credited and applied to the obligations in favor of the Trustee or the Holders,
as the case may be, whether matured or unmatured, in accordance with the terms
of this Indenture. The Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture
and that the waiver set forth in this Section 10.05 is knowingly made in
contemplation of such benefits.

Section 10.06. Immediate Payment.

      The Guarantor agrees to make immediate payment to the Trustee on behalf of
the Holders of all obligations under the Notes and this Indenture owing or
payable to the respective Holders upon receipt of a demand for payment therefor
by the Trustee to such Guarantor in writing.

Section 10.07. Obligations Continuing.

      The obligations of the Guarantor hereunder shall be continuing and shall
remain in full force and effect until all the obligations have been paid and
satisfied in full. The Guarantor agrees with the Trustee that it will from time
to time deliver to the Trustee suitable acknowledgments of this continued
liability hereunder.