Sunoco 2013 Annual Report Download - page 193

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or (B) it has received notice (which may be by telephone or in writing) from the Administrative
Agent, any Lender or the Borrower on or before the day that is five Business Days before the last
day in which notice of non-extension for such Letter of Credit may be given that one or more of
the applicable conditions specified in Section 4.02 is not then satisfied, and directing such LC Issuer
not to permit such extension.
2.09 Reimbursement and Participations.
(a) Reimbursement. Each Matured LC Obligation shall constitute a loan by LC Issuer
to the Borrower. The Borrower promises to pay to LC Issuer, or to LC Issuer’s order, on demand,
the full amount of each Matured LC Obligation together with interest thereon (i) at the Base Rate
plus the Applicable Rate for Base Rate Loans to and including the second Business Day after the
Matured LC Obligation is incurred, subject to Section 2.09(b), and (ii) at the Default Rate applicable
to Base Rate Loans on each day thereafter.
(b) Letter of Credit Advances. If the beneficiary of any Letter of Credit makes a draft
or other demand for payment thereunder, then the Borrower shall be deemed to have requested the
Lenders make Loans to the Borrower in the amount of such draft or demand, which Loans shall be
made concurrently with LC Issuer’s payment of such draft or demand and shall be immediately
used by LC Issuer to repay the amount of the resulting Matured LC Obligation. Such deemed
request by the Borrower shall be made in compliance with all of the provisions hereof, provided
that for the purposes of the first sentence of Section 2.01, the amount of such Loans shall be
considered, but the amount of the Matured LC Obligation to be concurrently paid by such Loans
shall not be considered.
(c) Participation by Lenders. Each LC Issuer irrevocably agrees to grant and hereby
grants to each Lender, and – to induce the LC Issuers to issue Letters of Credit hereunder – each
Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each LC
Issuer, on the terms and conditions hereinafter stated and for such Lender’s own account and risk
an undivided interest equal to such Lender’s Applicable Percentage of such LC Issuer’s obligations
and rights under each Letter of Credit issued by it hereunder and the amount of each Matured LC
Obligation paid by such LC Issuer thereunder. Each Lender unconditionally and irrevocably agrees
with each LC Issuer that, if a Matured LC Obligation is paid under any Letter of Credit for which
LC Issuer is not reimbursed in full by the Borrower in accordance with the terms of this Agreement
and the related LC Application (including any reimbursement by means of concurrent Loans or by
the application of Cash Collateral), such Lender shall (in all circumstances and without set-off or
counterclaim) pay to such LC Issuer on demand, in immediately available funds at such LC Issuer’s
Lending Office, such Lender’s Applicable Percentage of such Matured LC Obligation (or any portion
thereof which has not been reimbursed by the Borrower). Each Lender’s obligation to pay each
LC Issuer pursuant to the terms of this subsection is irrevocable and unconditional. If any amount
required to be paid by any Lender to any LC Issuer pursuant to this subsection is paid by such
Lender to such LC Issuer within three Business Days after the date such payment is due, such LC
Issuer shall in addition to such amount be entitled to recover from such Lender, on demand, interest
thereon calculated from such due date at the greater of (i) the Federal Funds Rate and (ii) a rate
determined by such LC Issuer in accordance with banking industry rules on interbank compensation.