or other expert or
adviser, whether retained or employed by the Corporation or by the Warrant
Agent, in relation to any matter arising in relation to this Indenture.
Section 11.05
Warrant Agent not Required to give Security:
The Warrant Agent shall not be required to give any bond or security in respect
of the execution of the duties, obligations and powers of this Indenture or
otherwise in respect of these premises.
Section 11.06
Protection of Warrant Agent:
(A)
PROTECTION: BY WAY OF SUPPLEMENT TO THE
PROVISIONS OF ANY LAW FOR THE TIME BEING RELATING TO WARRANT AGENTS, IT IS
EXPRESSLY DECLARED AND AGREED AS FOLLOWS:
(I)
THE WARRANT AGENT SHALL NOT BE LIABLE FOR,
OR BY REASON OF, ANY STATEMENT OF FACT OR RECITAL IN THIS INDENTURE OR IN THE
WARRANT CERTIFICATES (EXCEPT THE REPRESENTATION CONTAINED IN SECTION 11.08
HEREOF AND IN THE COUNTERSIGNATURE OF THE WARRANT AGENT ON THE WARRANT
CERTIFICATES) OR REQUIRED TO VERIFY THE SAME, BUT ALL SUCH STATEMENTS OR
RECITALS ARE, AND SHALL BE DEEMED TO BE MADE BY, THE CORPORATION;
(II)
THE WARRANT AGENT SHALL NOT BE BOUND TO GIVE
NOTICE TO ANY PERSON OR PERSONS OF THE EXECUTION HEREOF;
(III)
THE WARRANT AGENT SHALL NOT INCUR ANY LIABILITY
OR RESPONSIBILITY WHATEVER OR BE IN ANY WAY RESPONSIBLE FOR THE CONSEQUENCE OF
ANY BREACH ON THE PART OF THE CORPORATION OF ANY OF THE REPRESENTATIONS,
WARRANTIES OR COVENANTS HEREIN CONTAINED OR OF ANY ACTS OF DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SERVANTS OF THE CORPORATION;
37
(IV)
THE WARRANT AGENT, IN ITS PERSONAL OR ANY
OTHER CAPACITY, MAY BUY, LEND UPON AND DEAL IN SHARES OF THE CORPORATION AND IN
THE WARRANT CERTIFICATES AND GENERALLY MAY CONTRACT AND ENTER INTO FINANCIAL
TRANSACTIONS WITH THE CORPORATION OR ANY CORPORATION RELATED TO THE CORPORATION
WITHOUT BEING LIABLE TO ACCOUNT FOR ANY PROFIT MADE THEREBY; AND
(V)
NOTHING HEREIN CONTAINED SHALL IMPOSE ANY
OBLIGATION ON THE WARRANT AGENT TO SEE TO OR TO REQUIRE EVIDENCE OF THE
REGISTRATION OR FILING (OR RENEWAL THEREOF) OF THIS INDENTURE OR ANY INSTRUMENT
ANCILLARY OR SUPPLEMENTAL HERETO.
(B)
INDEMNITY:
IN ADDITION TO AND WITHOUT
LIMITING ANY PROTECTION OF THE WARRANT AGENT HEREUNDER OR OTHERWISE BY LAW, THE
CORPORATION AGREES TO INDEMNIFY THE WARRANT AGENT AND SAVE IT HARMLESS FROM ALL
LIABILITIES, SUITS, DAMAGES, COSTS, EXPENSES AND ACTIONS WHICH MAY BE BROUGHT
AGAINST OR SUFFERED BY IT ARISING OUT OF OR CONNECTED WITH PERFORMANCE BY IT OF
ITS DUTIES HEREUNDER EXCEPT TO THE EXTENT THAT SUCH LIABILITIES, SUITS, DAMAGES,
COSTS AND ACTIONS ARE ATTRIBUTABLE TO THE NEGLIGENCE OR WILFUL MISCONDUCT OF THE
WARRANT AGENT. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THIS INDEMNITY SHALL
SURVIVE ANY REMOVAL OR RESIGNATION OF THE WARRANT AGENT, DISCHARGE OF THIS
INDENTURE AND TERMINATION OF ANY DUTIES AND OBLIGATIONS HEREUNDER.
Section 11.07
Replacement of Warrant Agent, Successor by
Merger:
(A)
RESIGNATION:
THE WARRANT AGENT MAY RESIGN
ITS DUTIES AND OBLIGATIONS AND BE DISCHARGED FROM ALL FURTHER DUTIES AND
LIABILITIES HEREUNDER, SUBJECT TO THIS SUBSECTION 11.07(A), BY GIVING TO THE
CORPORATION