PROPERTY HELD IN THE TRUST AT THE END OF SUCH YEAR OR
AS OF THE DATE OF SUCH REMOVAL OR RESIGNATION, AS THE CASE MAY BE.
(B)
AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE LAST DAY OF
A CALENDAR QUARTER, BUT IN NO EVENT LATER THAN THE LAST BUSINESS DAY OF THE
SUBSEQUENT CALENDAR QUARTER.
TRUSTEE SHALL PROVIDE COMPANY WITH A REPORT OF THE
ASSETS OF THE TRUST FUND, AND OF THE INCOME, GAINS AND LOSSES OF THE INVESTMENTS
OF THE TRUST FUNDS SHARE OF ANY FEES, COMPENSATION, TAXES AND EXPENSES OF THE
TRUST FUND ALLOCATED TO SUCH ACCOUNT DURING SUCH CALENDAR QUARTER.
SECTION 8.
RESPONSIBILITY OF TRUSTEE.
(A)
TRUSTEE SHALL ACT WITH THE CARE, SKILL, PRUDENCE AND DILIGENCE
UNDER THE CIRCUMSTANCES THEN PREVAILING THAT A PRUDENT PERSON ACTING IN LIKE
CAPACITY AND FAMILIAR WITH SUCH MATTERS WOULD USE IN THE CONDUCT OF AN
ENTERPRISE OF A LIKE CHARACTER AND WITH LIKE AIMS, PROVIDED, HOWEVER, THAT
TRUSTEE SHALL INCUR NO LIABILITY TO ANY PERSON FOR ANY ACTION TAKEN PURSUANT TO
A DIRECTION, REQUEST OR APPROVAL GIVEN BY COMPANY WHICH IS CONTEMPLATED BY, AND
IN CONFORMITY WITH, THE TERMS OF THE PLAN OR THIS TRUST AND IS GIVEN IN WRITING
BY COMPANY.
IN THE EVENT OF A DISPUTE BETWEEN COMPANY AND A PARTY, TRUSTEE MAY
APPLY TO A COURT OF COMPETENT JURISDICTION TO RESOLVE THE DISPUTE.
(B)
IF TRUSTEE UNDERTAKES OR DEFENDS ANY LITIGATION ARISING IN
CONNECTION WITH THIS TRUST, COMPANY AGREES TO INDEMNIFY TRUSTEE AGAINST
TRUSTEE'S COSTS, EXPENSES AND LIABILITIES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND EXPENSES) RELATING THERETO AND TO BE PRIMARILY LIABLE FOR
SUCH PAYMENTS, EXCEPT AS A RESULT OF THE TRUSTEE'S ACTS OR OMISSIONS
8
CONSTITUTING NEGLIGENCE, BAD FAITH, FRAUD OR WILLFUL MISCONDUCT OR A BREACH OF
THE TRUSTEE'S FIDUCIARY RESPONSIBILITY UNDER APPLICABLE LAW, OR ANY PROVISION OF
THIS TRUST AGREEMENT AND PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNITY SHALL
NOT APPLY WITH RESPECT TO ANY DISPUTE BETWEEN THE PARTIES TO THIS TRUST
AGREEMENT.
IF COMPANY DOES NOT DIRECTLY PAY SUCH COSTS, EXPENSES AND
LIABILITIES TO THE EXTENT TO WHICH IT IS OBLIGATED PURSUANT TO THE FOREGOING
SENTENCE IN A REASONABLY TIMELY MANNER, TRUSTEE MAY OBTAIN PAYMENT FROM THE
TRUST.
ANYTHING HEREINABOVE TO THE CONTRARY NOTWITHSTANDING, ANY OBLIGATION OF
COMPANY TO INDEMNIFY AND HOLD HARMLESS THE TRUSTEE SHALL BE EXPRESSLY
CONDITIONED ON THE TRUSTEE GIVING PRIOR WRITTEN NOTICE TO COMPANY OF ANY SUCH
LIABILITY AND OF EACH SUBSTANTIAL DEVELOPMENT WITH RESPECT THERETO AND THE
TRUSTEE GIVING COMPANY AN OPPORTUNITY TO DEFEND OR SETTLE THE SAME BY COUNSEL
SELECTED BY COMPANY AND APPROVED BY THE TRUSTEE, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD.
THE TRUSTEE SHALL HAVE THE RIGHT TO RETAIN ITS OWN
COUNSEL AT ITS EXPENSE IN ANY SUCH PROCEEDING IF IT DEEMS, IN ITS REASONABLE
JUDGMENT, ITS INTERESTS AND COMPANY'S TO BE SUFFICIENTLY IN CONFLICT THAT THEY
COULD NOT BE REPRESENTED BY THE SAME COUNSEL.
(C)
TRUSTEE MAY CONSULT WITH LEGAL COUNSEL (WHO MAY ALSO BE COUNSEL
FOR COMPANY GENERALLY) WITH RESPECT TO ANY OF ITS