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Section 10.14. Amendment, Etc.

            No amendment, modification or waiver of any provision of this
Indenture relating to the Guarantor or consent to any departure by the Guarantor
or any other Person from any such provision will in any event be effective
unless it is signed by the Guarantor, the Issuers and the Trustee.

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, its 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 Guarantor.

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