ALL THE RIGHTS, POWERS AND DUTIES OF THE TRUSTEE UNDER THIS
INDENTURE.
A SUCCESSOR TRUSTEE SHALL MAIL NOTICE OF ITS SUCCESSION TO EACH
SECURITYHOLDER.
IF A SUCCESSOR TRUSTEE DOES NOT TAKE OFFICE WITHIN SIXTY (60) DAYS AFTER THE
RETIRING TRUSTEE RESIGNS OR IS REMOVED, THE RETIRING TRUSTEE, THE COMPANY OR THE
HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES MAY
PETITION ANY COURT OF COMPETENT JURISDICTION FOR THE APPOINTMENT OF A SUCCESSOR
TRUSTEE.
IF THE TRUSTEE FAILS TO COMPLY WITH SECTION 7.10, ANY SECURITYHOLDER MAY
PETITION ANY COURT OF COMPETENT JURISDICTION FOR THE REMOVAL OF THE TRUSTEE AND
THE APPOINTMENT OF A SUCCESSOR TRUSTEE.
SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.
IF THE TRUSTEE CONSOLIDATES WITH, MERGES OR CONVERTS INTO OR TRANSFERS ALL OR
SUBSTANTIALLY ALL OF ITS CORPORATE TRUST BUSINESS TO, ANOTHER CORPORATION, THE
SUCCESSOR CORPORATION WITHOUT ANY FURTHER ACT SHALL BE THE SUCCESSOR TRUSTEE.
SECTION 7.10. ELIGIBILITY; DISQUALIFICATION
.
THIS INDENTURE SHALL ALWAYS HAVE A TRUSTEE WHO SATISFIES THE REQUIREMENTS OF
TIA SEC. 310(A)(1) AND (2).
THE TRUSTEE SHALL HAVE A COMBINED CAPITAL AND
SURPLUS OF AT LEAST $50,000,000 AS SET FORTH IN ITS MOST RECENT PUBLISHED ANNUAL
REPORT OF CONDITION.
THE TRUSTEE SHALL COMPLY WITH TIA SEC. 310(B), INCLUDING
THE OPTIONAL PROVISION PERMITTED BY THE SECOND SENTENCE OF TIA SEC. 310(B)(9).
SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
.
THE TRUSTEE SHALL COMPLY WITH TIA SEC. 311(A) AND (B), EXCLUDING ANY CREDITOR
RELATIONSHIP ARISING AS PROVIDED IN TIA SEC. 311(B).
A TRUSTEE WHO HAS RESIGNED
OR BEEN REMOVED SHALL BE SUBJECT TO TIA SEC. 311(A) TO THE EXTENT INDICATED.
ARTICAL EIGHT
DISCHARGE OF INDENTURE
SECTION 8.01. TERMINATION OF COMPANY'S OBLIGATIONS
.
THE COMPANY MAY TERMINATE ALL OF ITS OBLIGATIONS UNDER THE SECURITIES AND
THIS INDENTURE IF ALL SECURITIES PREVIOUSLY AUTHENTICATED AND DELIVERED (OTHER
THAN DESTROYED, LOST OR STOLEN SECURITIES WHICH HAVE BEEN REPLACED OR PAID) HAVE
BEEN DELIVERED TO THE TRUSTEE FOR CANCELLATION OR IF:
(1) THE SECURITIES MATURE WITHIN SIX (6) MONTHS OR ALL OF THEM ARE TO BE CALLED
FOR REDEMPTION WITHIN SIX (6) MONTHS UNDER ARRANGEMENTS SATISFACTORY TO THE
TRUSTEE OR GIVING THE NOTICE OF REDEMPTION; AND
(2) THE COMPANY IRREVOCABLY DEPOSITS IN TRUST WITH THE TRUSTEE MONEY SUFFICIENT
TO PAY PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE OUTSTANDING SECURITIES
TO MATURITY OR REDEMPTION, AS THE CASE MAY BE.
THE COMPANY MAY MAKE THE DEPOSIT
ONLY IF ARTICLE ELEVEN PERMITS IT.
IMMEDIATELY AFTER MAKING THE DEPOSIT, THE
COMPANY SHALL GIVE NOTICE OF SUCH EVENT AND THE PROPOSED DATE OF PAYMENT TO EACH
SECURITYHOLDER.
THE COMPANY'S OBLIGATIONS IN PARAGRAPH 12 OF THE SECURITIES AND IN SECTIONS
2.04, 2.05, 2.06, 2.07, 2.08, 4.01, 7.07 AND 7.08 AND IN ARTICLE TEN, HOWEVER,
SHALL SURVIVE UNTIL THE SECURITIES ARE NO LONGER OUTSTANDING.
THEREAFTER, THE
COMPANY'S OBLIGATIONS IN SUCH PARAGRAPH 12 AND IN SECTION 7.07 SHALL SURVIVE.
AFTER A DEPOSIT, THE TRUSTEE UPON REQUEST SHALL ACKNOWLEDGE IN WRITING THE
DISCHARGE OF THE COMPANY'S OBLIGATIONS UNDER THE SECURITIES AND THIS INDENTURE
EXCEPT FOR THOSE