or liability and of complying with any process served upon it or any of its
officers in connection with the exercise or performance of any of its powers or
duties under this Indenture and the Notes.
The Trustee shall notify the Obligors and the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Obligors and the Company shall not relieve the Obligors or the Company of their
obligations hereunder, unless and only to the extent that the Obligors and the
Company are materially prejudiced thereby. At the Trustee's sole discretion,
the Obligors and the Company shall defend the claim and the Trustee shall
provide reasonable cooperation in the defense. The Trustee may at its option
have separate counsel of its own choosing and the Obligors and the Company shall
pay the reasonable fees and expenses of such counsel. The Obligors and the
Company need not pay for any settlement made without their consent, which
consent shall not be unreasonably withheld.
To secure the Obligors' and the Company's payment obligations, as the case
may be, in this Section 7.07, the Trustee shall have a lien prior to the Notes
on all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal of, premium, if
any, and interest on particular Notes.
If the Trustee incurs expenses or renders services after the occurrence of
an Event of Default specified in clause (g) or (h) of Section 6.01, the expenses
and the compensation for the services will be intended to constitute expenses of
administration under Title 11 of the United States Bankruptcy Code or any
applicable federal or state law for the relief of debtors.
The provisions of this Section 7.07 and any lien arising hereunder shall
survive the resignation or removal of the Trustee, the discharge of the
Obligors' obligations pursuant to Article Eight or the termination of this
The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.
SECTION 7.08. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
The Trustee may resign at any time by so notifying the Obligors in writing
at least 30 days prior to the date of the proposed resignation. The Holders of
a majority in principal amount of the outstanding Notes may remove the Trustee
by so notifying the Trustee in writing and may appoint a successor Trustee with
the consent of the Obligors. The Obligors may remove the Trustee if: (i) the
Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a
bankrupt or an insolvent; (iii) a receiver or other public officer takes charge
of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.