REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS
AND ADVANCES OF THE BANK PARTIES AND THE AGENT AND THEIR RESPECTIVE AGENTS AND
COUNSEL AND ALL OTHER AMOUNTS DUE THE BANK PARTIES AND THE AGENT AND THE
COLLATERAL AGENT UNDER THIS AGREEMENT) ALLOWED IN SUCH JUDICIAL PROCEEDING;
(B)
TO COLLECT AND RECEIVE ANY MONIES OR OTHER
PROPERTY PAYABLE OR DELIVERABLE ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME;
AND
(C)
ANY CUSTODIAN, RECEIVER, ASSIGNEE, TRUSTEE,
LIQUIDATOR, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL IN ANY SUCH JUDICIAL
PROCEEDING IS HEREBY AUTHORIZED BY EACH BANK PARTY TO MAKE SUCH PAYMENTS TO THE
AGENT AND, IN THE EVENT THAT THE AGENT SHALL CONSENT TO THE MAKING OF SUCH
PAYMENTS DIRECTLY TO THE BANK PARTIES, TO PAY TO THE AGENT ANY AMOUNT DUE FOR
THE REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF THE AGENT,
THE COLLATERAL AGENT AND THEIR RESPECTIVE AGENTS AND COUNSEL, AND ANY OTHER
AMOUNTS DUE THE AGENT UNDER THIS AGREEMENT.
Nothing contained herein shall be deemed to authorize the Agent to authorize or
consent to or accept or adopt on behalf of any Bank Party any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Bank Party or to authorize the Agent to vote in respect of
the claim of any Bank Party in any such proceeding.
Section 7.09
Agents' Fee.
The Borrower shall pay to the Agent and the Collateral Agent for their own
account fees in the amounts and at the times previously agreed upon between the
Borrower, the Agent and the Collateral Agent.
Section 7.10
Amendment to the Collateral Trust Agreement.
(A)
EACH BANK, BY ITS SIGNATURE HERETO,
CONSENTS TO THE EXECUTION AND DELIVERY OF (I) AMENDMENT NO. 2 TO THE COLLATERAL
TRUST AGREEMENT FOR THE PURPOSE OF AMENDING THE DEFINITION OF "OTHER DEBT
AGREEMENT" THEREIN AND (II) AT SUCH TIME AS THE SUL GUARANTEE SHALL HAVE BEEN
PAID IN FULL OR TERMINATED, AN AMENDMENT TO THE COLLATERAL TRUST AGREEMENT TO
AMEND THE DEFINITION OF "SECURED OBLIGATIONS" TO INCREASE THE AMOUNT OF
PERMITTED SECURED HEDGE AGREEMENTS TO $100,000,000.
(B)
EACH BANK HEREBY AUTHORIZES THE AGENT, AS
THE REQUIRED REPRESENTATIVE (AS DEFINED IN THE COLLATERAL TRUST AGREEMENT), TO
AUTHORIZE THE COLLATERAL TRUSTEES TO EXECUTE EACH OF THE AMENDMENTS REFERRED TO
IN SECTION 7.10(A).
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Section 7.11
Delivery of Information.
(A)
THE BORROWER HEREBY AGREES THAT IT WILL
PROVIDE TO THE AGENT ALL INFORMATION, DOCUMENTS AND OTHER MATERIALS THAT IT IS
OBLIGATED TO FURNISH TO THE AGENT PURSUANT TO THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ALL NOTICES, REQUESTS, FINANCIAL STATEMENTS, FINANCIAL AND OTHER
REPORTS, CERTIFICATES AND OTHER INFORMATION MATERIALS, BUT EXCLUDING ANY SUCH
COMMUNICATION THAT (I) RELATES TO A REQUEST FOR A NEW, OR A CONVERSION OF AN
EXISTING, BORROWING OR OTHER EXTENSION OF CREDIT (INCLUDING ANY ELECTION OF AN
INTEREST RATE OR INTEREST PERIOD RELATING THERETO), (II) RELATES TO THE PAYMENT
OF ANY PRINCIPAL OR OTHER AMOUNT DUE UNDER THIS AGREEMENT PRIOR TO THE SCHEDULED
DATE THEREFOR, (III) PROVIDES NOTICE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER