Sunoco 2013 Annual Report Download - page 203

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Consenting Lenders’ Commitments) but only to the extent that such reallocation does not cause,
with respect to any Consenting Lender, the aggregate outstanding amount of the Loans of such
Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all LC Obligations,
plus such Lender’s Applicable Percentage of the outstanding amount of all Swingline Loans to
exceed such Lender’s Commitments as in effect at such time. If the reallocation described in the
preceding sentence cannot, or can only partially, be effected, the Borrower shall Cash Collateralize
the LC Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding
sentence and the payment required by the preceding sentence, the outstanding amounts of all Loans
and LC Obligations do not exceed the Commitments of the Consenting Lenders. The amount of
Cash Collateral provided by the Borrower pursuant to this sentence shall reduce the Non-Consenting
Lenders’ Applicable Percentage of the outstanding amount of LC Obligations (after giving effect
to any partial reallocation above) on a pro rata basis; and each Non-Consenting Lender’s
Commitment to make Loans, purchase participations in Swingline Loans, and purchase
participations in LC Obligations with respect to Letters of Credit issued after such Existing Maturity
Date shall terminate. On the Existing Maturity Date applicable to each Non-Consenting Lender,
the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts
required by Section 3.05) to the extent necessary to keep outstanding Loans ratable with any revised
Applicable Percentage of the respective Lenders applicable on such date.
(d) The Borrower may replace any Non-Consenting Lender at any time on or before the
Existing Maturity Date with an assignee (including, for the avoidance of doubt, with a Consenting
Lender) in accordance with and subject to Section 10.13 and Section 10.06, including consents
required under Section 10.06, provided that such assignee has consented to the extension of the
Existing Maturity Date to the Extended Maturity Date then in effect, and upon such replacement,
the Maturity Date with respect to the Loans and Commitments of such replacement Lender shall
be the Extended Maturity Date.
(e) If all of the Commitments of the Non-Consenting Lenders are not replaced on or
before the Existing Maturity Date, then the Commitments of each Non-Consenting Lender not so
replaced shall terminate on the Existing Maturity Date, and the Borrower shall fully repay on the
Existing Maturity Date the Loans (including, without limitation, all accrued and unpaid interest and
unpaid fees), if any, of such Non-Consenting Lenders, which shall reduce the aggregate
Commitments accordingly. Following the Existing Maturity Date, the Non-Consenting Lenders
shall have no further obligations under this Agreement, including, without limitation, that such Non-
Consenting Lenders shall have no obligation to purchase participations in Letters of Credit.
(f) In the event that any Non-Consenting Lender is a LC Issuer and any one or more
Letters of Credit issued by such LC Issuer under this Agreement remain outstanding on such LC
Issuer’s Maturity Date, the Borrower shall deposit cash collateral with such LC Issuer in an amount
equal to the aggregate face amount of such Letters of Credit upon terms reasonably satisfactory to
such LC Issuer to secure the Borrower’s obligations to reimburse for drawings under such Letters
of Credit or make other arrangements satisfactory to such LC Issuer with respect to such Letters of
Credit including providing other credit support.
2.19 Cash Collateral