Sunoco 2013 Annual Report Download - page 214

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as the case may be, as specified in subsection (a) or (b) of this Section 3.04, and setting forth in
reasonable detail the basis for calculating such amounts, which certificate shall be conclusive absent
manifest error. The Borrower shall pay such Lender or such LC Issuer, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of any Lender or any LC Issuer to
demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or such LC Issuer’s right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or a LC Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than nine
months prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such
LC Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).
(e) Reserves on Eurodollar Loans. The Borrower shall pay to each Lender, as long as
such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of
or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"),
additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs
of such reserves allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive), which shall be due and payable on each date on
which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’
prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional
interest shall be due and payable 10 days from receipt of such notice.
3.05 Compensation for Losses.
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time,
the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of:
(a) any Continuation, Conversion, payment or prepayment of any Loan other than a
Base Rate Loan or a Daily Floating Eurodollar Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);
(b) any failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, Continue or Convert any Loan other than a Base Rate Loan or a
Daily Floating Eurodollar Loan on the date or in the amount notified by the Borrower; or
(c) any assignment of a Fixed Period Eurodollar Loan on a day other than the last day
of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;