THE REPORTING DATE.
SECTION 7.03.
INSPECTION AND AUDIT.
ALL RECORDS GENERATED BY THE TRUSTEE IN
ACCORDANCE WITH SECTIONS 7.01 AND 7.02 SHALL BE OPEN TO INSPECTION AND AUDIT,
DURING THE TRUSTEE'S REGULAR BUSINESS HOURS PRIOR TO THE TERMINATION OF THIS
AGREEMENT, BY THE COMPANY OR ANY PERSON DESIGNATED BY THE COMPANY.
ARTICLE VIII
TRUSTEE POWERS
SECTION 8.01.
TRUSTEE POWERS.
THE TRUSTEE SHALL HAVE THE FOLLOWING POWERS AND
AUTHORITY:
(A)
TO SELL, EXCHANGE, CONVEY, TRANSFER OR OTHERWISE DISPOSE OF ANY PROPERTY
HELD IN THE TRUST, BY PRIVATE CONTRACT OR AT PUBLIC AUCTION; NO PERSON DEALING
WITH THE TRUSTEE SHALL BE BOUND TO SEE TO THE APPLICATION OF THE PURCHASE MONEY
OR OTHER PROPERTY DELIVERED TO THE TRUSTEE OR TO INQUIRE INTO THE VALIDITY,
EXPEDIENCY OR PROPRIETY OF ANY SUCH SALE OR OTHER DISPOSITION;
(B)
TO CAUSE ANY SECURITIES OR OTHER PROPERTY HELD AS PART OF THE TRUST TO BE
REGISTERED IN THE TRUSTEE'S OWN NAME, IN THE NAME OF ONE OR MORE OF ITS NOMINEES
AND TO HOLD ANY INVESTMENTS IN BEARER FORM, BUT THE BOOKS AND RECORDS OF THE
TRUSTEE SHALL AT ALL TIMES SHOW THAT ALL SUCH INVESTMENTS ARE PART OF THE TRUST;
(C)
TO KEEP THAT PORTION OF THE TRUST IN CASH OR CASH BALANCES AS THE TRUSTEE
MAY, FROM TIME TO TIME, DEEM TO BE IN THE BEST INTEREST OF THE TRUST;
8
(D)
TO MAKE, EXECUTE, ACKNOWLEDGE AND DELIVER ANY AND ALL DOCUMENTS OF TRANSFER
OR CONVEYANCE AND TO CARRY OUT THE POWERS HEREIN GRANTED;
(E)
TO BORROW FUNDS FROM A BANK NOT AFFILIATED WITH THE TRUSTEE IN ORDER TO
PROVIDE SUFFICIENT LIQUIDITY TO MAKE DISBURSEMENTS TO ZENITH IN ACCORDANCE WITH
THE ZENITH PREFERRED STOCK IN A TIMELY FASHION;
(F)
TO SETTLE, COMPROMISE OR SUBMIT TO ARBITRATION ANY CLAIMS (OTHER THAN
CLAIMS OF CREDITORS OF THE COMPANY IN THE EVENT OF THE COMPANY'S INSOLVENCY),
DEBTS OR DAMAGES DUE TO OR ARISING FROM THE TRUST; TO COMMENCE OR DEFEND SUITS
OR LEGAL OR ADMINISTRATIVE PROCEEDINGS; TO REPRESENT THE TRUST IN ALL SUITS AND
LEGAL AND ADMINISTRATIVE HEARINGS; AND TO PAY ALL REASONABLE EXPENSES ARISING
FROM ANY SUCH ACTION FROM THE TRUST IF NOT PAID BY THE COMPANY;
(G)
TO EMPLOY LEGAL, ACCOUNTING, CLERICAL AND OTHER ASSISTANCE AS MAY BE
REQUIRED IN CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TO PAY THEIR
REASONABLE EXPENSES AND COMPENSATION FROM THE TRUST IF NOT PAID BY THE COMPANY;
AND
(H)
TO DO ALL OTHER ACTS, ALTHOUGH NOT SPECIFICALLY MENTIONED HEREIN, AS THE
TRUSTEE MAY DEEM NECESSARY TO CARRY OUT ANY OF THE FOREGOING POWERS AND THE
PURPOSES OF THE TRUST.
Notwithstanding any powers granted to the Trustee pursuant to this Agreement or
to applicable law, the Trustee shall not have any power that could give the
Trust the objective of carrying on a business and dividing the gains therefrom,
within the meaning of Section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Code.
The Company may provide the
Trustee with an opinion of counsel whether an