PROVIDED FOR IN SECTION 7.07(C), (II) THE
RESIGNATION OR REMOVAL OF THE RETIRING TRUSTEE WILL BECOME EFFECTIVE, AND
(III) THE SUCCESSOR TRUSTEE WILL HAVE ALL THE RIGHTS, POWERS AND DUTIES OF THE
TRUSTEE UNDER THE INDENTURE.
UPON REQUEST OF ANY SUCCESSOR TRUSTEE, THE COMPANY
WILL EXECUTE ANY AND ALL REASONABLE INSTRUMENTS FOR FULLY AND VESTING IN AND
CONFIRMING TO THE SUCCESSOR TRUSTEE ALL SUCH RIGHTS, POWERS AND TRUSTS.
THE
COMPANY WILL GIVE NOTICE OF ANY RESIGNATION AND ANY REMOVAL OF THE TRUSTEE AND
EACH APPOINTMENT OF A SUCCESSOR TRUSTEE TO ALL HOLDERS, AND INCLUDE IN THE
NOTICE THE NAME OF THE SUCCESSOR TRUSTEE AND THE ADDRESS OF ITS CORPORATE TRUST
OFFICE.
(D)
NOTWITHSTANDING REPLACEMENT OF THE TRUSTEE PURSUANT TO THIS
SECTION, THE COMPANY'S OBLIGATIONS UNDER SECTION 7.07 WILL CONTINUE FOR THE
BENEFIT OF THE RETIRING TRUSTEE.
(E)
THE TRUSTEE AGREES TO GIVE THE NOTICES PROVIDED FOR IN, AND
OTHERWISE COMPLY WITH, TRUST INDENTURE ACT SECTION 310(B).
Section 7.09
Successor Trustee by Merger.
If the Trustee consolidates
with, merges or converts into, or transfers or sells all or substantially all of
its corporate trust business (including the administration of this Indenture)
to, another corporation or national banking association, the resulting,
surviving or transferee corporation or national banking association without any
further act will be the successor Trustee with the same effect as if the
successor Trustee had been named as the Trustee in the Indenture.
Section 7.10
Eligibility.
The Indenture must always have a Trustee
that satisfies the requirements of Trust Indenture Act Section 310(a) and has a
combined capital and surplus of at least $25,000,000 as set forth in its most
recent published annual report of condition.
Section 7.11
Money Held in Trust.
The Trustee will not be liable for
interest on any money received by it except as it may agree with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law and except for money held in trust under
Article 8.
ARTICLE 8.
DISCHARGE
Section 8.01
Satisfaction and Discharge of the Indenture.
(A)
THIS INDENTURE SHALL CEASE TO BE OF FURTHER EFFECT IF EITHER:
(I) ALL OUTSTANDING NOTES (OTHER THAN NOTES REPLACED PURSUANT TO SECTION 2.07)
HAVE BEEN DELIVERED TO THE TRUSTEE FOR CANCELLATION OR (II) ALL OUTSTANDING
NOTES HAVE BECOME DUE AND PAYABLE ON THE MATURITY DATE OR UPON REPURCHASE
PURSUANT TO ARTICLE 3, AND THE COMPANY IRREVOCABLY DEPOSITS, PRIOR TO THE
APPLICABLE DATE ON WHICH SUCH PAYMENT IS DUE AND PAYABLE, WITH THE TRUSTEE OR
THE PAYING AGENT (IF THE PAYING AGENT IS NOT THE COMPANY OR ANY OF ITS
AFFILIATES) CASH, SHARES OF COMMON STOCK IN RESPECT OF CONVERTED NOTES, AND, IF
APPLICABLE AS HEREIN PROVIDED AND IN ACCORDANCE HEREWITH, SUCH OTHER
CONSIDERATION, SUFFICIENT TO PAY ALL AMOUNTS DUE AND OWING ON ALL OUTSTANDING
NOTES (OTHER THAN NOTES REPLACED PURSUANT TO SECTION 2.07) ON THE MATURITY DATE
OR, IF ALL NOTES HAVE BEEN SUBMITTED
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FOR REPURCHASE ON THE FUNDAMENTAL CHANGE