ALSO SHALL COMPLY WITH TIA SEC.
313(B)(2) AND TIA SEC. 313(D).
A COPY OF EACH REPORT AT THE TIME OF ITS MAILING TO SECURITYHOLDERS SHALL BE
FILED BY THE COMPANY WITH THE SEC AND EACH STOCK EXCHANGE ON WHICH THE
SECURITIES ARE LISTED.
THE COMPANY SHALL NOTIFY THE TRUSTEE WHEN THE SECURITIES
ARE LISTED ON ANY STOCK EXCHANGE.
SECTION 7.07. COMPENSATION AND INDEMNITY
.
THE COMPANY SHALL PAY TO THE TRUSTEE FROM TIME TO TIME REASONABLE
COMPENSATION FOR ITS SERVICES.
THE TRUSTEE'S COMPENSATION HEREUNDER SHALL NOT
BE LIMITED BY ANY LAW ON COMPENSATION RELATING TO THE TRUSTEE OF AN EXPRESS
TRUST.
THE COMPANY SHALL REIMBURSE THE TRUSTEE UPON REQUEST FOR ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY IT.
SUCH EXPENSES SHALL INCLUDE THE
REASONABLE COMPENSATION AND EXPENSES OF THE TRUSTEE'S AGENTS AND COUNSEL.
THE
COMPANY SHALL INDEMNIFY THE TRUSTEE AGAINST ANY LOSS OR LIABILITY INCURRED BY IT
IN CONNECTION WITH THE ADMINISTRATION OF THIS TRUST AND ITS DUTIES HEREUNDER.
THE TRUSTEE SHALL NOTIFY THE COMPANY PROMPTLY OF ANY CLAIM FOR WHICH IT MAY SEEK
INDEMNITY.
THE COMPANY NEED NOT REIMBURSE ANY EXPENSE OR INDEMNIFY AGAINST ANY
LOSS OR LIABILITY INCURRED BY THE TRUSTEE THROUGH THE TRUSTEE'S OWN NEGLIGENCE,
WILLFUL MISCONDUCT OR BAD FAITH.
TO SECURE THE COMPANY'S PAYMENT OBLIGATIONS IN THIS SECTION, THE TRUSTEE SHALL
HAVE A LIEN PRIOR TO THE SECURITIES ON ALL MONEY OR PROPERTY HELD OR COLLECTED
BY THE TRUSTEE, EXCEPT THAT HELD IN TRUST TO PAY PRINCIPAL OF OR INTEREST ON
PARTICULAR SECURITIES.
WHEN THE TRUSTEE INCURS EXPENSES OR RENDERS SERVICES AFTER AN EVENT OF DEFAULT
SPECIFIED IN SECTIONS 6.01(9) OR (10) OCCURS, THE EXPENSES AND THE COMPENSATION
FOR THE SERVICES ARE INTENDED TO CONSTITUTE EXPENSES OF ADMINISTRATION UNDER ANY
BANKRUPTCY LAW.
SECTION 7.08. REPLACEMENT OF TRUSTEE
.
A RESIGNATION OR REMOVAL OF THE TRUSTEE AND THE APPOINTMENT OF A SUCCESSOR
TRUSTEE SHALL BECOME EFFECTIVE ONLY UPON THE SUCCESSOR TRUSTEE'S ACCEPTANCE OF
APPOINTMENT AS PROVIDED IN THIS SECTION 7.08.
THE TRUSTEE MAY RESIGN BY SO
NOTIFYING THE COMPANY.
THE HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE
OUTSTANDING SECURITIES MAY REMOVE THE TRUSTEE BY SO NOTIFYING THE TRUSTEE AND
THE COMPANY AND MAY APPOINT A SUCCESSOR TRUSTEE WITH THE COMPANY'S CONSENT.
THE
COMPANY MAY REMOVE THE TRUSTEE IF:
THE TRUSTEE FAILS TO COMPLY WITH SECTION 7.10;
THE TRUSTEE IS ADJUDGED BANKRUPT OR INSOLVENT;
A RECEIVER OR OTHER PUBLIC OFFICER TAKES CHARGE OF THE TRUSTEE OR ITS PROPERTY;
OR
THE TRUSTEE BECOMES INCAPABLE OF ACTING.
IF THE TRUSTEE RESIGNS OR IS REMOVED OR IF A VACANCY EXISTS IN THE OFFICE OF
TRUSTEE FOR ANY REASON, THE COMPANY SHALL PROMPTLY APPOINT A SUCCESSOR TRUSTEE.
A SUCCESSOR TRUSTEE SHALL DELIVER A WRITTEN ACCEPTANCE OF ITS APPOINTMENT TO THE
RETIRING TRUSTEE AND TO THE COMPANY.
IMMEDIATELY AFTER THAT, THE RETIRING
TRUSTEE SHALL TRANSFER ALL PROPERTY HELD BY IT AS TRUSTEE TO THE SUCCESSOR
TRUSTEE (SUBJECT TO THE LIEN PROVIDED FOR IN SECTION 7.07), THE RESIGNATION OR
REMOVAL OF THE RETIRING TRUSTEE SHALL BECOME EFFECTIVE, AND THE SUCCESSOR
TRUSTEE SHALL HAVE