TO THE CLAIMS OF THE COMPANY'S GENERAL
CREDITORS UNDER FEDERAL AND STATE LAW IN THE EVENT OF INSOLVENCY.
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ARTICLE III
DISBURSEMENTS
SECTION 3.01.
DISBURSEMENTS TO ZENITH.
THE COMPANY SHALL DELIVER TO THE
TRUSTEE A SCHEDULE (THE "PAYMENT SCHEDULE") THAT INDICATES THE AMOUNTS PAYABLE
BY THE COMPANY IN RESPECT OF THE ZENITH PREFERRED STOCK AND THE DATES FOR
PAYMENTS OF SUCH AMOUNTS.
THE TRUSTEE SHALL, ON BEHALF OF THE COMPANY, DISBURSE
MONEYS FROM THE TRUST TO ZENITH IN ACCORDANCE WITH THE PAYMENT SCHEDULE.
THE
TRUSTEE SHALL HAVE NO RESPONSIBILITY TO ASCERTAIN WHETHER THE PAYMENT SCHEDULE
COMPLIES WITH THE TERMS OF THE ZENITH PREFERRED STOCK OR OF ANY APPLICABLE LAW.
THE COMPANY SHALL BE RESPONSIBLE FOR ANY FEDERAL OR STATE INCOME TAX REPORTING
OR WITHHOLDING ARISING OUT OF ANY TRANSACTIONS RELATING TO THE TRUST.
If the principal of the Trust, and any earnings thereon, are not sufficient to
make payments to Zenith in accordance with the Payment Schedule, the Trustee
shall notify the Company.
SECTION 3.02.
LIMITATIONS.
THE TRUSTEE SHALL NOT BE REQUIRED TO MAKE ANY
DISBURSEMENT IN EXCESS OF THE NET REALIZABLE VALUE OF THE ASSETS OF THE TRUST AT
THE TIME OF THE DISBURSEMENT.
ARTICLE IV
INSOLVENCY OF THE COMPANY
SECTION 4.01.
INSOLVENCY.
THE TRUSTEE SHALL CEASE DISBURSEMENT OF FUNDS TO
ZENITH IF THE TRUSTEE HAS BECOME AWARE OF THE COMPANY'S INSOLVENCY IN ACCORDANCE
WITH THE PROCEDURES DESCRIBED IN SECTION 4.02.
THE COMPANY SHALL BE CONSIDERED
"INSOLVENT" FOR PURPOSES OF THIS AGREEMENT IF (A) THE COMPANY IS UNABLE TO PAY
ITS DEBTS AS THEY BECOME DUE OR (B) THE COMPANY IS SUBJECT TO A PENDING
PROCEEDING AS A DEBTOR UNDER THE UNITED STATES BANKRUPTCY CODE.
SECTION 4.02.
PROCEDURES.
AT ALL TIMES DURING THE CONTINUANCE OF THE TRUST,
THE PRINCIPAL AND INCOME OF THE TRUST SHALL BE SUBJECT TO CLAIMS OF GENERAL
CREDITORS OF THE COMPANY UNDER FEDERAL AND STATE LAW AS SET FORTH BELOW.
(A)
THE BOARD OF DIRECTORS AND THE PRESIDENT OF THE COMPANY SHALL HAVE THE DUTY
TO INFORM THE TRUSTEE IN WRITING OF THE COMPANY'S INSOLVENCY.
IF A PERSON
CLAIMING TO BE A CREDITOR OF THE COMPANY ALLEGES IN WRITING TO THE TRUSTEE THAT
THE COMPANY HAS BECOME INSOLVENT, THE TRUSTEE SHALL DETERMINE WHETHER THE
COMPANY IS INSOLVENT AND, PENDING SUCH DETERMINATION, THE TRUSTEE SHALL
DISCONTINUE DISBURSEMENTS OF FUNDS TO ZENITH.
(B)
UNLESS THE TRUSTEE HAS ACTUAL KNOWLEDGE OF THE COMPANY'S INSOLVENCY, OR HAS
RECEIVED NOTICE FROM THE COMPANY OR A PERSON CLAIMING TO BE A CREDITOR ALLEGING
THAT THE COMPANY IS INSOLVENT, THE TRUSTEE SHALL HAVE NO DUTY TO INQUIRE
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WHETHER THE COMPANY IS INSOLVENT.
THE TRUSTEE MAY IN ALL EVENTS RELY ON SUCH
EVIDENCE CONCERNING THE COMPANY'S SOLVENCY AS MAY BE FURNISHED TO THE TRUSTEE
AND THAT PROVIDES THE TRUSTEE WITH A REASONABLE BASIS FOR MAKING A DETERMINATION
CONCERNING THE COMPANY'S SOLVENCY; PROVIDED, HOWEVER, THAT THE TRUSTEE MAY IN
ALL EVENTS RELY CONCLUSIVELY ON THE ASSERTION OF THE COMPANY AS TO WHETHER IT IS
OR IS NOT INSOLVENT.
(C)
IF AT