individual or any other
capacity, may become
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the owner or pledgee of Securities and may otherwise deal with the Company and
the Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.
SECTION 6.6
COMPENSATION; REIMBURSEMENT; INDEMNITY.
(A)
THE COMPANY AGREES:
(I)
TO PAY TO THE TRUSTEE FROM TIME TO TIME REASONABLE COMPENSATION
FOR ALL SERVICES RENDERED BY IT HEREUNDER IN SUCH AMOUNTS AS THE COMPANY AND THE
TRUSTEE SHALL AGREE IN WRITING FROM TIME TO TIME (WHICH COMPENSATION SHALL NOT
BE LIMITED BY ANY PROVISION OF LAW IN REGARD TO THE COMPENSATION OF A TRUSTEE OF
AN EXPRESS TRUST);
(II)
TO REIMBURSE THE TRUSTEE UPON ITS REQUEST FOR ALL REASONABLE
EXPENSES, DISBURSEMENTS AND ADVANCES INCURRED OR MADE BY THE TRUSTEE IN
ACCORDANCE WITH ANY PROVISION OF THIS INDENTURE (INCLUDING THE REASONABLE
COMPENSATION AND THE EXPENSES AND DISBURSEMENTS OF ITS AGENTS AND COUNSEL),
EXCEPT ANY SUCH EXPENSE, DISBURSEMENT OR ADVANCE AS MAY BE ATTRIBUTABLE TO ITS
NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT; AND
(III)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO INDEMNIFY
THE TRUSTEE AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS,
AGENTS, REPRESENTATIVES AND EMPLOYEES FOR, AND TO HOLD THEM HARMLESS AGAINST,
ANY LOSS, DAMAGE, LIABILITY, TAX (OTHER THAN INCOME, FRANCHISE OR OTHER TAXES
IMPOSED ON AMOUNTS PAID PURSUANT TO (I) OR (II) HEREOF), PENALTY, EXPENSE OR
CLAIM OF ANY KIND OR NATURE WHATSOEVER INCURRED WITHOUT NEGLIGENCE, BAD FAITH OR
WILLFUL MISCONDUCT ON ITS PART ARISING OUT OF OR IN CONNECTION WITH THE
ACCEPTANCE OR ADMINISTRATION OF THIS INDENTURE OR THE PERFORMANCE OF THE
TRUSTEE'S DUTIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES OF DEFENDING ITSELF
AGAINST ANY CLAIM OR LIABILITY IN CONNECTION WITH THE EXERCISE OR PERFORMANCE OF
ANY OF ITS POWERS OR DUTIES HEREUNDER.
(B)
TO SECURE THE COMPANY'S PAYMENT OBLIGATIONS IN THIS SECTION 6.6,
THE COMPANY HEREBY GRANTS AND PLEDGES TO THE TRUSTEE AND THE TRUSTEE SHALL HAVE
A LIEN PRIOR TO THE SECURITIES ON ALL MONEY OR PROPERTY HELD OR COLLECTED BY THE
TRUSTEE, OTHER THAN MONEY OR PROPERTY HELD IN TRUST TO PAY PRINCIPAL AND
INTEREST ON PARTICULAR SECURITIES.
SUCH LIEN SHALL SURVIVE THE SATISFACTION AND
DISCHARGE OF THIS INDENTURE OR THE RESIGNATION OR REMOVAL OF THE TRUSTEE.
(C)
THE OBLIGATIONS OF THE COMPANY AND THE GUARANTOR UNDER THIS
SECTION 6.6 SHALL SURVIVE THE SATISFACTION AND DISCHARGE OF THIS INDENTURE AND
THE EARLIER RESIGNATION OR REMOVAL OF THE TRUSTEE.
(D)
IN NO EVENT SHALL THE TRUSTEE BE LIABLE FOR ANY INDIRECT, SPECIAL,
PUNITIVE 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.
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(E)
IN NO EVENT SHALL THE TRUSTEE BE LIABLE FOR ANY FAILURE OR DELAY
IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER BECAUSE OF CIRCUMSTANCES BEYOND
ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD,