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Section 10.15. Acknowledgement.

      The Guarantor hereby acknowledges communication of the terms of this
Indenture and the Notes and consents to and approves of the same.

Section 10.16. Costs and Expenses.

      The Guarantor shall pay on demand by the Trustee any and all costs, fees
and expenses (including, without limitation, legal fees on a solicitor and
client basis) incurred by the Trustee, the agents, advisors and counsel or any
of the Holders in enforcing any of their rights under its Guarantee.

Section 10.17. No Waiver; Cumulative Remedies.

      No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, remedy, power or privilege hereunder or under
this Indenture or the Notes, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder or
under this Indenture or the Notes preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges in the Guarantee and under this Indenture, the
Notes and any other document or instrument between the Guarantor and/or the
Issuers and the Trustee are cumulative and not exclusive of any rights,
remedies, powers and privilege provided by law.

Section 10.18. Effect of Offset or Counterclaim.

      The obligations of the Guarantor hereunder shall be enforceable against
the Guarantor without regard to and without giving effect to any right of offset
or counterclaim available to or which may be asserted by the Company or the

Section 10.19. Guarantee in Addition to Other Obligations.

      The obligations of the Guarantor under its Guarantee and this Indenture
are in addition to and not in substitution for any other obligations to the
Trustee or to any of the Holders in relation to this Indenture or the Notes
(including the Purchase Agreement and the Registration Rights Agreement).

Section 10.20. Severability.

      Any provision of this Article Ten which is prohibited or unenforceable in
any jurisdiction shall not invalidate the remaining provisions and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction unless its removal
would substantially defeat the basic intent, spirit and purpose of this
Indenture and this Article Ten.

Section 10.21. Successors and Assigns.

      Each Guarantee shall be binding upon and inure to the benefit of the
Guarantor, the Issuers, the Trustee and the Holders and their respective
successors and permitted assigns, except that the Guarantor may not assign any
of its obligations hereunder or thereunder.