Sunoco 2013 Annual Report Download - page 197

39
Lenders in accordance with the upward adjustments in their respective Applicable Percentages
allocable to such Letter of Credit pursuant to Section 2.20(a)(iv), with the balance of such fee, if
any, payable to the applicable LC Issuer for its own account. The Letter of Credit Fee will be
calculated on the face amount of each Letter of Credit outstanding on each day at the above applicable
rates and will be payable in arrears on the last Business Day of each March, June, September and
December. In addition, the Borrower will pay (i) directly to each LC Issuer for its own account a
fronting fee with respect to each Letter of Credit issued by it at the rate or rates agreed upon by the
Borrower and such LC Issuer in the applicable Fee Letter or otherwise, payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit
Expiration Date, and (ii) to the Administrative Agent for the account of the LC Issuers such other
fees and charges from time to time in effect customarily charged by such LC Issuer in respect of
any issuance, presentation, amendment, negotiation or other processing of any Letter of Credit
issued by it, payable quarterly in arrears on the last Business Day of each March, June, September
and December.
(d) Administrative Agent’s Fees. In addition to all other amounts due to the
Administrative Agent under the Loan Documents, the Borrower will pay fees to the Administrative
Agent as described in its Fee Letter.
(e) Calculations and Determinations. All calculations of interest chargeable with respect
to the Eurodollar Rate, the Federal Funds Rate and of fees shall be made on the basis of actual days
elapsed (including the first day but excluding the last) and a year of 360 days. All calculations
under the Loan Documents of interest chargeable with respect to the Prime Rate shall be made on
the basis of actual days elapsed (including the first day but excluding the last) and a year of 365 or
366 days, as appropriate.
(f) Past Due Obligations. The Borrower hereby promises to each Lender to pay interest
at the Default Rate on all Obligations (including Obligations to pay fees or to reimburse or indemnify
any Lender) which the Borrower has in this Agreement promised to pay to such Lender and which
are not paid when due. Such interest shall accrue from the date such Obligations become due until
they are paid.
2.13 Evidence of Debt.
(a) Credit Extensions. The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the Administrative Agent in
the ordinary course of business. Such accounts or records shall be conclusive absent manifest error
of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and
payments thereon. Any failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect
to the Obligations. In the event of any conflict between the accounts and records maintained by
any Lender and the accounts and records maintained by the Administrative Agent in respect of such
matters, the accounts and records of the Administrative Agent shall control in the absence of manifest
error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall