FOURTH, TO SUCH OTHER PERSON OR PERSONS, IF
ANY, TO THE EXTENT ENTITLED THERETO; AND
(5)
FIFTH, THE BALANCE, IF ANY, TO THE COMPANY.
(B)
THE TRUSTEE MAY FIX A RECORD DATE AND
PAYMENT DATE FOR ANY PAYMENT TO HOLDERS PURSUANT TO THIS SECTION 7.10.
SECTION 7.11
UNDERTAKING FOR COSTS.
In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant.
This Section 7.11 does not apply to a suit made by the Trustee, a suit by a
Holder pursuant to Section 7.07, or a suit by Holders of more than 10% in
aggregate principal amount of the Securities then outstanding.
This
Section 7.11 shall be in lieu of Section 315(e) of the TIA and such
Section 315(e) is hereby expressly excluded from this Indenture, as permitted by
the TIA.
48
ARTICLE 8
TRUSTEE
SECTION 8.01
OBLIGATIONS OF TRUSTEE.
(A)
IF AN EVENT OF DEFAULT OF WHICH A
RESPONSIBLE OFFICER OF THE TRUSTEE SHALL HAVE ACTUAL KNOWLEDGE HAS OCCURRED AND
IS CONTINUING, THE TRUSTEE SHALL EXERCISE SUCH OF THE RIGHTS AND POWERS VESTED
IN IT BY THIS INDENTURE AND USE THE SAME DEGREE OF CARE AND SKILL IN ITS
EXERCISE AS A PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES IN
THE CONDUCT OF HIS OR HER OWN AFFAIRS.
(B)
EXCEPT DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT OF WHICH A RESPONSIBLE OFFICER OF THE TRUSTEE SHALL HAVE ACTUAL
KNOWLEDGE:
(1)
THE TRUSTEE NEED PERFORM ONLY THOSE DUTIES
AS ARE SPECIFICALLY SET FORTH IN THIS INDENTURE AND NO OTHERS; AND
(2)
IN THE ABSENCE OF BAD FAITH ON ITS PART,
THE TRUSTEE MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE STATEMENTS AND THE
CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON CERTIFICATES OR OPINIONS
FURNISHED TO THE TRUSTEE AND CONFORMING TO THE REQUIREMENTS OF THIS INDENTURE.
THE TRUSTEE, HOWEVER, SHALL EXAMINE ANY CERTIFICATES AND OPINIONS WHICH BY ANY
PROVISION HEREOF ARE SPECIFICALLY REQUIRED TO BE DELIVERED TO THE TRUSTEE TO
DETERMINE WHETHER OR NOT THEY CONFORM TO THE REQUIREMENTS OF THIS INDENTURE, BUT
NEED NOT CONFIRM OR INVESTIGATE THE ACCURACY OF MATHEMATICAL CALCULATIONS OR
OTHER FACTS STATED THEREIN.
This Section 8.01(b) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.
(C)
THE TRUSTEE MAY NOT BE RELIEVED FROM
LIABILITY FOR ITS OWN GROSS NEGLIGENT ACTION, ITS OWN GROSS NEGLIGENT FAILURE TO
ACT, OR ITS OWN WILLFUL MISCONDUCT, EXCEPT THAT:
(1)
THIS PARAGRAPH