Sunoco 2013 Annual Report Download - page 204

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(a) Certain Credit Support Events. Upon the request of the Administrative Agent or a
LC Issuer (i) if such LC Issuer has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in a Matured LC Obligation, or (ii) if, as of the Letter of Credit
Expiration Date, any LC Obligation of such LC Issuer for any reason remains outstanding, the
Borrower shall, in each case, immediately Cash Collateralize the then outstanding LC Obligations
of such LC Issuer in an amount not less than the Minimum Collateral Amount. At any time that
there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, a
LC Issuer or the Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash
Collateral in an amount not less than the Minimum Collateral Amount to cover all Fronting Exposure
(after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided by the Defaulting
Lender).
(b) Grant of Security Interest. All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit
accounts at Citibank, N.A. or an Affiliate thereof, provided that Administrative Agent may invest
any Cash Collateral provided by the Borrower in such Cash Equivalents as the Administrative Agent
may choose in its sole discretion. The Borrower, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative
Agent, for the benefit of the Administrative Agent, the LC Issuers and the Lenders (including the
Swingline Lender), and agrees to maintain, a first priority security interest in all such cash, Cash
Equivalents, deposit accounts and all balances therein, and all other property so provided as collateral
pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which
such Cash Collateral may be applied pursuant to Section 2.19(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the
Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less
than the Minimum Collateral Amount, the Borrower or the relevant Defaulting Lender will, promptly
upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional
Cash Collateral in an amount sufficient to eliminate such deficiency.
(c) Application. Notwithstanding anything to the contrary contained in this Agreement,
Cash Collateral provided under any of this Section 2.19 or Sections 2.02, 2.07, 2.20 or 8.02 in
respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the
specific LC Obligations, Swingline Loans, obligations to fund participations therein (including, as
to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and
other obligations for which the Cash Collateral was so provided, prior to any other application of
such property as may be provided for herein.
(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or other obligations shall be released promptly following (i) the elimination of
the applicable Fronting Exposure or other obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee
following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith
determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral
furnished by or on behalf of the Borrower shall not be released during the continuance of a Default