Sunoco 2013 Annual Report Download - page 201

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(by notice to the Administrative Agent on or prior to the specified date) if such condition is not
satisfied.
2.17 Increase in Aggregate Commitments.
(a) The Borrower shall have the option, without the consent of the Lenders, from time
to time to cause one or more increases in the Aggregate Commitments by adding to this Agreement
one or more financial institutions as Lenders (collectively, the "New Lenders") or by allowing one
or more Lenders to increase their respective Commitments, in each case subject to the prior approval
of the Administrative Agent, each LC Issuer and the Swingline Lender (such approvals not to be
unreasonably withheld or delayed); provided however that: (i) prior to and after giving effect to
the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such
increase shall cause the Aggregate Commitments to exceed $2,250,000,000, (iii) no Lender’s
Commitment shall be increased without such Lender’s consent, and (iv) such increase shall be
evidenced by a commitment increase agreement in form and substance acceptable to the
Administrative Agent and executed by the Loan Parties, the Administrative Agent, New Lenders,
if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and
allocation of such increase in the Aggregate Commitments and the effective date of such increase
(the "Increase Effective Date"). Each financial institution that becomes a New Lender pursuant to
this Section by the execution and delivery to the Administrative Agent of the applicable commitment
increase agreement shall be a "Lender" for all purposes under this Agreement on the applicable
Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective
Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to
keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage
after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(b) As a condition precedent to each increase pursuant to subsection (a) above, the
Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative
Agent, the following in form and substance satisfactory to the Administrative Agent:
(i) a certificate dated as of the Increase Effective Date, signed by a
Responsible Officer of the Borrower certifying that each of the conditions to such
increase set forth in this Section shall have occurred and been complied with and that,
before and after giving effect to such increase, (A) the representations and warranties
contained in this Agreement and the other Loan Documents are true and correct in all
material respects (except that such materiality qualifier shall not apply to the extent that
any such representation or warranty is qualified by materiality) on and as of the Increase
Effective Date after giving effect to such increase, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they
were true and correct in all material respects as of such earlier date, and (B) no Event of
Default exists;
(ii) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of the Loan Parties as the Administrative
Agent may require evidencing the identity, authority and capacity of each Responsible