Sunoco 2013 Annual Report Download - page 196

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not any such liability or claim is in any way or to any extent caused, in whole or in part, by any
negligent act or omission of any kind by any LC Issuer or Lender, provided only that no LC Issuer
or any Lender shall be entitled to indemnification for that portion, if any, of any liability or claim
which is proximately caused by its own individual gross negligence or willful misconduct, as
determined by a court of competent jurisdiction in a final and nonappealable judgment.
2.11 Reserved.
2.12 Interest Rates and Fees.
(a) Interest Rates. Unless the Default Rate shall apply, (i) each Base Rate Loan shall
bear interest on each day outstanding at the Base Rate plus the Applicable Rate for Base Rate Loans
in effect on such day, (ii) each Fixed Period Eurodollar Loan shall bear interest on each day during
the related Interest Period at the related Fixed Period Eurodollar Rate plus the Applicable Rate for
Eurodollar Loans in effect on such day, and (iii) each Swingline Loan shall bear interest on each
day outstanding at (A) the Base Rate plus the Applicable Rate for Base Rate Loans in effect on such
day or (B) the Daily Floating Eurodollar Rate plus the Applicable Rate for Eurodollar Loans in
effect on such day, as applicable. During a Default Rate Period, the portion of all Loans and other
Obligations that are then overdue shall bear interest on each day outstanding at the applicable Default
Rate. The interest rate shall change whenever the applicable Base Rate, the Fixed Period Eurodollar
Rate, the Daily Floating Eurodollar Rate or the Applicable Rate for Base Rate Loans or Eurodollar
Loans changes. In no event shall the interest rate on any Loan exceed the Maximum Rate.
(b) Facility Fees. The Borrower shall pay to the Administrative Agent for the account
of each Lender in accordance with such Lender’s Applicable Percentage, a facility fee (the "Facility
Fee") equal to the Applicable Rate for Facility Fees in effect on such day times the actual daily
amount of Aggregate Commitments, regardless of usage, subject to adjustment as provided in
Section 2.20. The Facility Fee payable to each Lender shall accrue at all times from the Closing
Date until the Maturity Date for such Lender and shall be due and payable quarterly in arrears on
the last Business Day of each March, June, September and December, and on the Maturity Date for
such Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in
the Applicable Rate during any calendar quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such calendar quarter that such
Applicable Rate was in effect. The Facility Fees shall accrue at all times from and after the Closing
Date, including at any time during which one or more of the conditions in Article IV is not met.
(c) Letter of Credit Fees; Fronting Fees and Processing Charges. In consideration of a
LC Issuer’s issuance of any Letter of Credit, the Borrower agrees to pay to the Administrative Agent,
for the account of all Lenders in accordance with their respective Applicable Percentages, a Letter
of Credit fee (the "Letter of Credit Fee") equal to the Applicable Rate for Fixed Period Eurodollar
Loans then in effect (or the Default Rate during the Default Rate Period) applicable each day times
the face amount of such Letter of Credit; provided, however, any Letter of Credit Fee otherwise
payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such
Defaulting Lender has not provided Cash Collateral satisfactory to the applicable LC Issuer pursuant
to Section 2.07 shall be payable, to the maximum extent permitted by applicable Law, to the other