EXPRESS TRUST).
THE COMPANY SHALL REIMBURSE THE TRUSTEE UPON REQUEST FOR ALL
REASONABLE DISBURSEMENTS, EXPENSES AND ADVANCES INCURRED OR MADE BY IT.
SUCH
EXPENSES MAY INCLUDE THE REASONABLE COMPENSATION, DISBURSEMENTS AND EXPENSES OF
THE TRUSTEE'S AGENTS AND COUNSEL.
(B)
THE COMPANY SHALL INDEMNIFY THE TRUSTEE OR
ANY PREDECESSOR TRUSTEE (WHICH FOR PURPOSES OF THIS SECTION 8.07 SHALL INCLUDE
ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FOR, AND HOLD IT HARMLESS
AGAINST, ANY AND ALL LOSS, LIABILITY OR EXPENSE INCLUDING TAXES (OTHER THAN
FRANCHISE TAXES AND TAXES BASED UPON, MEASURED BY OR DETERMINED BY THE INCOME OF
THE TRUSTEE), INCURRED BY IT IN CONNECTION WITH THE ACCEPTANCE OR ADMINISTRATION
OF ITS DUTIES UNDER THIS INDENTURE OR ANY ACTION OR FAILURE TO ACT AS AUTHORIZED
OR WITHIN THE DISCRETION OR RIGHTS OR POWERS CONFERRED UPON THE TRUSTEE
HEREUNDER INCLUDING THE REASONABLE COSTS AND EXPENSES OF THE TRUSTEE AND ITS
COUNSEL IN DEFENDING (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ITSELF
AGAINST ANY CLAIM OR LIABILITY IN CONNECTION WITH THE EXERCISE OR PERFORMANCE OF
ANY OF ITS POWERS OR DUTIES HEREUNDER.
THE TRUSTEE SHALL NOTIFY THE COMPANY
PROMPTLY OF ANY CLAIM ASSERTED AGAINST THE TRUSTEE FOR WHICH IT MAY SEEK
INDEMNITY.
THE COMPANY NEED NOT PAY FOR ANY SETTLEMENT EFFECTED WITHOUT ITS
PRIOR WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
ANYTHING IN
THIS INDENTURE TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL THE TRUSTEE BE
LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND
WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE TRUSTEE HAS
BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM
OF ACTION.
(C)
THE COMPANY NEED NOT REIMBURSE THE TRUSTEE
FOR ANY EXPENSE OR INDEMNIFY IT AGAINST ANY LOSS OR LIABILITY INCURRED BY IT
RESULTING FROM ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH.
(D)
THE TRUSTEE SHALL HAVE A SENIOR CLAIM TO
WHICH THE SECURITIES ARE HEREBY MADE SUBORDINATE ON ALL MONEY OR PROPERTY HELD
OR COLLECTED BY THE TRUSTEE.
THE OBLIGATIONS OF THE COMPANY UNDER THIS
SECTION 8.07 SHALL SURVIVE THE SATISFACTION AND DISCHARGE OF THIS INDENTURE OR
THE RESIGNATION OR REMOVAL OF THE TRUSTEE.
(E)
WHEN THE TRUSTEE INCURS EXPENSES OR RENDERS
SERVICES AFTER AN EVENT OF DEFAULT SPECIFIED IN CLAUSE (6) OR (7) OF
SECTION 7.01(A) OCCURS, THE EXPENSES AND THE COMPENSATION FOR THE SERVICES ARE
INTENDED TO CONSTITUTE EXPENSES OF ADMINISTRATION UNDER ANY BANKRUPTCY LAW.
THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS INDENTURE.
52
SECTION 8.08
REPLACEMENT OF TRUSTEE.
(A)
THE TRUSTEE MAY RESIGN BY SO NOTIFYING THE
COMPANY.
THE HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE
SECURITIES THEN OUTSTANDING MAY REMOVE THE TRUSTEE BY SO NOTIFYING THE TRUSTEE
AND THE COMPANY AND MAY, WITH THE COMPANY'S WRITTEN CONSENT, APPOINT A SUCCESSOR
TRUSTEE.
THE COMPANY MAY REMOVE THE TRUSTEE AT ANY TIME, SO LONG AS NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND APPOINT A SUCCESSOR
TRUSTEE IN ACCORDANCE WITH THIS SECTION