Sunoco 2013 Annual Report Download - page 205

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or Event of Default (and following application as provided in this Section 2.192.19(d) may be
otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral
and the LC Issuers or Swingline Lender, as applicable, may agree that Cash Collateral shall not be
released but instead held to support future anticipated Fronting Exposure or other obligations.
2.20 Defaulting Lenders.
(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a
Defaulting Lender, to the extent permitted by applicable Law:
(i) Waivers and Amendments. That Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in Section 10.01.
(ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or
otherwise, and including any amounts made available to the Administrative Agent by that
Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any
amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any
LC Issuer or Swingline Lender hereunder; third, if so determined by the Administrative
Agent or requested by any LC Issuer or Swingline Lender, to be held as Cash Collateral
for future funding obligations of that Defaulting Lender of any participation in any
Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no
Default or Event of Default exists), to the funding of any Loan in respect of which that
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as
determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a non-interest bearing deposit account and released
in order to satisfy obligations of that Defaulting Lender to fund Loans under this
Agreement; sixth, to the payment of any amounts owing to the Lenders, the LC Issuers or
Swingline Lender as a result of any final and non-appealable judgment of a court of
competent jurisdiction obtained by any Lender, any LC Issuer or Swingline Lender
against that Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrower as a result of any final and
non-appealable judgment of a court of competent jurisdiction obtained by the Borrower
against that Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a
payment of the principal amount of any Loans or Matured LC Obligations in respect of
which that Defaulting Lender has not fully funded its appropriate share and (y) such