Sunoco 2013 Annual Report Download - page 194

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If any amount required to be paid by any Lender to any LC Issuer pursuant to this subsection is not
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 Base Rate.
(d) Distributions to Participants. Whenever a LC Issuer has in accordance with this
Section received from any Lender payment of such Lender’s Applicable Percentage of any Matured
LC Obligation, if such LC Issuer thereafter receives any payment of such Matured LC Obligation
or any payment of interest thereon (whether directly from the Borrower or by application of Cash
Collateral or otherwise, and excluding only interest for any period prior to such LC Issuer’s demand
that such Lender make such payment of its Applicable Percentage), such LC Issuer will distribute
to such Lender its Applicable Percentage of the amounts so received by such LC Issuer; provided,
however, that if any such payment received by such LC Issuer must thereafter be returned by such
LC Issuer, such Lender shall return to such LC Issuer the portion thereof which such LC Issuer has
previously distributed to it.
(e) Calculations. A written advice setting forth in reasonable detail the amounts owing
under this Section, submitted by a LC Issuer to the Borrower or any Lender from time to time, shall
be conclusive, absent manifest error, as to the amounts thereof.
(f) Obligations Absolute. The Borrower’s obligation to reimburse Matured LC
Obligations shall be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement,
or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the applicable LC Issuer under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of such Letter of
Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge
of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the
Administrative Agent, the Lenders nor the LC Issuers, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any
Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication under or relating
to any Letter of Credit (including any document required to make a drawing thereunder), any error
in interpretation of technical terms or any consequence arising from causes beyond the control of
the applicable LC Issuer; provided that the foregoing shall not be construed to excuse a LC Issuer
from liability to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by
applicable Law) suffered by the Borrower that are caused by such LC Issuer’s failure to exercise
care when determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross