Sunoco 2013 Annual Report Download - page 191

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the other Lenders), from time to time and without premium or penalty (other than Eurodollar Loan
breakage costs, if any, pursuant to Section 3.05) prepay the Loans, in whole or in part, so long as
the aggregate amounts of all partial prepayments of principal on the Loans equals $5,000,000 or
any higher integral multiple of $1,000,000. Each prepayment of principal under this section shall
be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal
or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments
otherwise required to be paid under the Loan Documents at the time of such prepayment.
2.07 Letters of Credit.
Subject to the terms and conditions hereof, during the Commitment Period the Borrower
may request any LC Issuer to issue, amend, or extend the expiration date of, one or more Letters
of Credit for the account of the Borrower or any or its Subsidiaries, provided that:
(a) after taking such Letter of Credit into account, (i) the Facility Usage does not exceed
the Aggregate Commitments at such time, (ii) the aggregate outstanding amount of the Loans of
any Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all LC
Obligations, plus such Lender’s Applicable Percentage of the outstanding amount of all Swingline
Loans does not exceed such Lender’s Commitment, (iii) the outstanding amount of the LC
Obligations does not exceed the Letter of Credit Sublimit, and (iv) no LC Issuer shall be required
to issue or amend any Letter of Credit if the outstanding amount of the LC Obligations under Letters
of Credit issued by such LC Issuer would exceed the LC Issuer Commitment of such LC Issuer;
(b) the expiration date of such Letter of Credit is (i) prior to the Letter of Credit Expiration
Date with respect to Letters of Credit not to exceed an aggregate face amount of $30,000,000, and
(ii) otherwise, prior to the earlier of (A) 365 days after the issuance thereof, provided that such
Letter of Credit may provide for automatic extensions of such expiration date (such Letter of Credit
an "Auto-Extension Letter of Credit") for additional periods of 365 days thereafter, and (B) the
Letter of Credit Expiration Date;
(c) the issuance of such Letter of Credit will be in compliance with all applicable
governmental restrictions, policies, and guidelines and will not subject such LC Issuer to any cost
which is not reimbursable under Article III;
(d) such Letter of Credit is in form and upon terms as shall be acceptable to such LC
Issuer in its sole and absolute discretion;
(e) no Lender is at the time of such request a Defaulting Lender or, if a Defaulting Lender
then exists, such LC Issuer has entered into arrangements, including the delivery of Cash Collateral,
satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender
to eliminate such LC Issuer’s actual or potential Fronting Exposure (after giving effect to Section
2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then
proposed to be issued or that Letter of Credit and all other LC Obligations as to which such LC
Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;