Sunoco 2013 Annual Report Download - page 207

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difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the
aggregate outstanding amount of the Loans of that Lender.
(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation
described in clause (iv) above cannot, or can only partially, be effected, the Borrower
shall, without prejudice to any right or remedy available to it hereunder or under Law, (x)
first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting
Exposure and (y) second, Cash Collateralize the LC Issuers’ Fronting Exposure in
accordance with the procedures set forth in Section 2.19.
(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swingline
Lender and the LC Issuers agree in writing in their sole discretion that a Defaulting Lender should
no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein (which may include arrangements with respect to any Cash Collateral), that Lender
will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or
take such other actions as the Administrative Agent may determine to be necessary to cause the
Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held
on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving
effect to Section 2.20(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by
or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.
(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting
Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is
satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii)
no LC Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is
satisfied that it will have no Fronting Exposure after giving effect thereto.
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
(a) Defined Terms. For purposes of this Section 3.01, the term "Lender" includes the
LC Issuers and the term "applicable Law" includes FATCA.
(b) Payments Free of Taxes. Any and all payments by or on account of any obligation
of the Borrower under any Loan Document shall be made without deduction or withholding for any
Taxes, except as required by applicable Law. If any applicable Law (as determined in the good
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any
Tax from any such payment to a Recipient by a Withholding Agent, then the applicable Withholding