Sunoco 2013 Annual Report Download - page 202

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Officer thereof authorized to act as a Responsible Officer in connection with such
increase agreement, and such documents and certifications as the Administrative Agent
may require to evidence that the Borrower is validly existing and in good standing in its
jurisdiction of organization; and
(iii) a favorable opinion of counsel to the Loan Parties, relating to such
increase agreement, addressed to the Administrative Agent and each Lender.
2.18 Extension of Maturity Date; Removal of Lenders.
(a) Subject to the remaining terms and provisions of this Section 2.18, the Borrower
shall have the option to twice extend the Maturity Date for a period of one year (each such option
shall be referred to herein as an "Extension Option"). In connection with the Extension Option, the
Borrower may, by written notice to the Administrative Agent (a "Notice of Extension"), not later
than 30 days prior to the then effective Maturity Date, advise the Lenders that it requests an extension
of the then effective Maturity Date (such then effective Maturity Date being the "Existing Maturity
Date") by one year, effective on the Existing Maturity Date. The Administrative Agent will promptly,
and in any event within five Business Days of the receipt of any such Notice of Extension, notify
the Lenders of the contents of each such Notice of Extension.
(b) Each Notice of Extension shall (i) be irrevocable and (ii) constitute a representation
by the Borrower that (A) no Event of Default or Default has occurred and is continuing, and (B)
the representations and warranties contained in Article V are 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 date Borrower provides any Notice of Extension, as
though made on and as of such date (unless any representation and warranty expressly relates to an
earlier date, in which case such representation and warranty shall be correct in all material respects
as of such earlier date).
(c) In the event a Notice of Extension is given to the Administrative Agent as provided
in Section 2.18(a) and the Administrative Agent notifies a Lender of the contents thereof, such
Lender shall, on or before the day that is 15 days following the date of Administrative Agent’s
receipt of said Notice of Extension, advise the Administrative Agent in writing whether or not such
Lender consents to the extension requested thereby and if any Lender fails so to advise the
Administrative Agent, such Lender shall be deemed to have not consented to such extension. If
the Required Lenders so consent (the "Consenting Lenders") to such extension, which consent may
be withheld in their sole and absolute discretion, the Maturity Date and the Commitments of the
Consenting Lenders shall be automatically extended to the same date in the year following the
Existing Maturity Date,(the "Extended Maturity Date") and the Maturity Date as to any and all
Lenders who have not consented (the "Non-Consenting Lenders") shall remain as the Existing
Maturity Date, subject to Section 2.18(d). On the Existing Maturity Date applicable to each Non-
Consenting Lender, all or any part of such Non-Consenting Lenders’ Applicable Percentage of the
outstanding amount of LC Obligations shall be reallocated among the Consenting Lenders in
accordance with their respective Applicable Percentages (calculated without regard to the Non-