Sunoco 2013 Annual Report Download - page 213

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(i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of, deposits with
or for the account of, or credit extended or participated in by, any Lender (except any
reserve requirement contemplated by Section 3.04(e)) or any LC Issuer;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B)
taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C)
Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or
other obligations, or its deposits, reserves, or other liabilities or capital attributable
thereto; or
(iii) impose on any Lender or any LC Issuer or the London interbank market
any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans
made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender or such other
Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its
obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuer or such
other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum
received or receivable by such Lender, such LC Issuer or other Recipient hereunder (whether of
principal, interest or any other amount) then, upon request of such Lender, such LC Issuer or other
Recipient, the Borrower will pay to such Lender, such LC Issuer or other Recipient, as the case may
be, such additional amount or amounts as will compensate such Lender, such LC Issuer or other
Recipient, as the case may be, for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If any Lender or any LC Issuer determines that any Change
in Law affecting such Lender or such LC Issuer or any Lending Office of such Lender or such
Lender’s or such LC Issuer’s holding company, if any, regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Lender’s or such LC Issuer’s
capital or on the capital of such Lender’s or such LC Issuer’s holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit
issued by such LC Issuer, to a level below that which such Lender or such LC Issuer or such Lender’s
or such LC Issuer’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or such LC Issuer’s policies and the policies of such Lender’s or such
LC Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or such LC Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or such LC Issuer or such Lender’s or such LC Issuer’s holding
company for any such reduction suffered.
(c) Certificates for Reimbursement. Any Lender or LC Issuer that makes a demand for
additional amounts under this Section 3.04 shall deliver to the Borrower a certificate setting forth
the amount or amounts necessary to compensate such Lender or the LC Issuer or its holding company,