annual fiduciary tax return should
be filed for the Trust; in the absence of such opinion, the Trustee may consult
with counsel to the extent it deems appropriate on such issue, and any resulting
counsel fees shall be charged to the Trust to the extent not paid by the
Company.
ARTICLE IX
COMPENSATION AND EXPENSES OF THE TRUSTEE
SECTION 9.01.
COMPENSATION AND EXPENSES OF THE TRUSTEE.
THE COMPANY SHALL NOT
BE REQUIRED TO PAY A FEE TO THE TRUSTEE IN CONNECTION WITH THE SERVICES PROVIDED
BY THE TRUSTEE IN ACCORDANCE WITH THIS AGREEMENT.
All expenses of the Trustee relating directly to the management of the assets of
the Trust and disbursement of funds to Zenith shall be paid by the Company.
9
The Company shall, from time to time, pay taxes of any and all kinds whatsoever
that at any time are lawfully levied or assessed upon or become payable in
respect of the assets of the Trust.
ARTICLE X
RESIGNATION OR REMOVAL OF THE TRUSTEE
SECTION 10.01.
RESIGNATION.
THE TRUSTEE MAY RESIGN AT ANY TIME UPON 90 DAYS'
NOTICE IN WRITING TO THE COMPANY, UNLESS A SHORTER PERIOD OF NOTICE IS AGREED
UPON BY THE COMPANY.
SECTION 10.02.
REMOVAL.
THE COMPANY MAY NOT REMOVE THE TRUSTEE EXCEPT IN THE
EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE TRUSTEE IN CONNECTION
WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND UPON 90 DAYS'
NOTICE IN WRITING TO THE TRUSTEE, UNLESS A SHORTER PERIOD OF NOTICE IS AGREED
UPON BY THE TRUSTEE.
SECTION 10.03.
SUCCESSOR.
IF THE TRUSTEE RESIGNS OR IS REMOVED, A SUCCESSOR
SHALL BE APPOINTED, IN ACCORDANCE WITH ARTICLE XI, BY THE EFFECTIVE DATE OF
RESIGNATION OR REMOVAL UNDER SECTION 10.01 OR 10.02.
IF NO SUCH APPOINTMENT HAS
BEEN MADE, THE TRUSTEE MAY APPLY TO A COURT OF COMPETENT JURISDICTION FOR
APPOINTMENT OF A SUCCESSOR OR FOR INSTRUCTIONS.
ALL EXPENSES OF THE TRUSTEE IN
CONNECTION WITH ANY SUCH PROCEEDING SHALL BE PAID BY THE COMPANY.
ARTICLE XI
SUCCESSOR TRUSTEE
SECTION 11.01.
APPOINTMENT.
IF THE OFFICE OF TRUSTEE BECOMES VACANT FOR ANY
REASON, THE COMPANY MAY IN WRITING APPOINT A SUCCESSOR TRUSTEE UNDER THIS
AGREEMENT.
THE SUCCESSOR TRUSTEE SHALL HAVE ALL THE RIGHTS, POWERS, PRIVILEGES,
OBLIGATIONS, DUTIES, LIABILITIES AND IMMUNITIES GRANTED TO THE TRUSTEE UNDER
THIS AGREEMENT.
THE SUCCESSOR TRUSTEE AND PREDECESSOR TRUSTEE SHALL NOT BE
LIABLE FOR THE ACTS OR OMISSIONS OF THE OTHER WITH RESPECT TO THE TRUST.
SECTION 11.02.
ACCEPTANCE.
WHEN THE SUCCESSOR TRUSTEE ACCEPTS ITS APPOINTMENT
UNDER THIS AGREEMENT, TITLE TO AND POSSESSION OF THE TRUST ASSETS SHALL
IMMEDIATELY VEST IN THE SUCCESSOR TRUSTEE WITHOUT ANY FURTHER ACTION ON THE PART
OF THE PREDECESSOR TRUSTEE.
THE PREDECESSOR TRUSTEE SHALL EXECUTE ALL
INSTRUMENTS AND DO ALL ACTS THAT REASONABLY MAY BE NECESSARY OR REASONABLY MAY
BE REQUESTED IN WRITING BY THE COMPANY OR THE SUCCESSOR TRUSTEE TO VEST TITLE TO
ALL TRUST ASSETS IN THE SUCCESSOR TRUSTEE OR TO DELIVER ALL TRUST ASSETS TO THE
SUCCESSOR TRUSTEE.
SECTION 11.03.
CORPORATE ACTION.
ANY SUCCESSOR OF