||Compensation and Indemnity. |
(a) The Company will pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustees compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustees
agents and counsel.
(b) The Company and the Guarantors will, jointly and severally, indemnify the Trustee (which for purposes of this
Section 7.07 shall include its officers, directors, stockholders, employees and agents) against any and all losses, liabilities or expenses (including without limitation taxes other than taxes based on the income of the Trustee)incurred by it
arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel, and the Company will pay the
reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. Neither the Company nor any Guarantor need reimburse any
expense or indemnify against any loss, liability or expense incurred by the Trustee through its own negligence, willful misconduct or bad faith.
(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the resignation or removal of the Trustee and
satisfaction and discharge of this Indenture (including without limitation taxes other than taxes based on the income of the Trustee).
(d) To secure the Companys and the Guarantors payment obligations in this Section 7.07, the Trustee will have a Lien prior to
the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.
(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.
(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.
(g) Trustee for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its
capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.
||Replacement of Trustee. |
(a) A resignation or removal of the Trustee and appointment of
a successor Trustee will become effective only upon the successor Trustees acceptance of appointment as provided in this Section 7.08.