THE TRUSTEE OR SUCCESSOR
TRUSTEE, THROUGH SALE OR TRANSFER OF THE BUSINESS OR TRUST DEPARTMENT OF THE
TRUSTEE
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OR SUCCESSOR TRUSTEE, OR THROUGH REORGANIZATION, CONSOLIDATION OR MERGER, OR ANY
SIMILAR TRANSACTION, SHALL, UPON CONSUMMATION OF THE TRANSACTION, BECOME THE
SUCCESSOR TRUSTEE UNDER THIS AGREEMENT.
ARTICLE XII
CONFIDENTIALITY
SECTION 12.01.
CONFIDENTIALITY.
THE PARTIES TO THIS AGREEMENT RECOGNIZE THAT,
IN THE COURSE OF IMPLEMENTING AND PROVIDING THE SERVICES DEFINED HEREIN, EACH
PARTY MAY DISCLOSE TO THE OTHER CONFIDENTIAL INFORMATION.
ALL SUCH CONFIDENTIAL
INFORMATION AND OTHER PROPRIETARY INFORMATION DISCLOSED BY ANY PARTY SHALL
REMAIN THE SOLE PROPERTY OF THE PARTY DISCLOSING THE SAME, AND ANY RECEIVING
PARTY SHALL HAVE NO INTEREST OR RIGHTS WITH RESPECT THERETO IF SO DESIGNATED BY
THE DISCLOSING PARTY TO THE RECEIVING PARTY.
EACH PARTY AGREES TO MAINTAIN ALL
SUCH CONFIDENTIAL INFORMATION IN TRUST AND CONFIDENCE TO THE SAME EXTENT THAT IT
PROTECTS ITS OWN PROPRIETARY INFORMATION, AND NOT TO DISCLOSE SUCH CONFIDENTIAL
INFORMATION TO ANY THIRD PARTY WITHOUT THE WRITTEN CONSENT OF THE PARTY THAT
ORIGINALLY DISCLOSED SUCH PROPRIETARY INFORMATION.
EACH PARTY FURTHER AGREES TO
TAKE ALL REASONABLE PRECAUTIONS TO PREVENT ANY UNAUTHORIZED DISCLOSURE OF SUCH
CONFIDENTIAL INFORMATION.
IN ADDITION, EACH PARTY AGREES NOT TO DISCLOSE OR
MAKE PUBLIC TO ANYONE, IN ANY MANNER, THE TERMS OF THIS AGREEMENT, EXCEPT TO ITS
LEGAL AND ACCOUNTING ADVISERS, OR AS REQUIRED BY LAW, OR IN CONNECTION WITH A
POTENTIAL CORPORATE TRANSACTION, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES.
All information received and all records prepared and maintained by the Trustee
shall be held in confidence by the Trustee, except as required by applicable
law.
Except to the extent expressly authorized under this Agreement, the
Trustee shall not hold itself out as a representative or agent of the Company.
ARTICLE XIII
AMENDMENT, REVOCATION OR TERMINATION
SECTION 13.01.
AMENDMENT.
THIS AGREEMENT MAY NOT BE AMENDED.
SECTION 13.02.
REVOCATION OR TERMINATION.
(A)
EXCEPT AS SET FORTH IN PARAGRAPH (B) OF THIS SECTION 13.02, THE TRUST MAY
NOT BE REVOKED AND THIS AGREEMENT MAY NOT BE TERMINATED.
(B)
ON THE DATE WHEN THE ZENITH PREFERRED STOCK IS REDEEMED IN FULL AND THE
COMPANY HAS NO FURTHER OBLIGATIONS WITH RESPECT TO SUCH STOCK, THE TRUST SHALL
AUTOMATICALLY BE REVOKED AND THIS AGREEMENT SHALL TERMINATE.
AT SUCH TIME, THE
TRUSTEE SHALL FORTHWITH TRANSFER AND DELIVER TO SUCH INDIVIDUAL OR ENTITY AS THE
COMPANY SHALL DESIGNATE IN WRITING ALL CASH AND ASSETS THEN CONSTITUTING THE
TRUST.
IF BY THE TERMINATION
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DATE, THE COMPANY HAS NOT NOTIFIED THE TRUSTEE IN WRITING AS TO WHOM THE ASSETS
AND CASH ARE TO BE TRANSFERRED AND DELIVERED, THE TRUSTEE MAY BRING AN
APPROPRIATE ACTION OR PROCEEDING FOR LEAVE TO DEPOSIT THE ASSETS AND CASH IN A
COURT OF COMPETENT JURISDICTION.
THE TRUSTEE SHALL BE REIMBURSED BY THE COMPANY
FOR ALL COSTS AND EXPENSES OF THE ACTION OR PROCEEDING INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS.
ARTICLE XIV
LIMITATION OF LIABILITY; INDEMNIFICATION
SECTION 14.01. LIMITATION OF LIABILITY.
TRUSTEE SHALL NOT BE LIABLE FOR ANY
CLAIMS,