Sunoco 2013 Annual Report Download - page 215

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including any loss or expense arising from the liquidation or reemployment of funds obtained by
it to maintain such Loan or from fees payable to terminate the deposits from which such funds were
obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Fixed Period Eurodollar Loan made
by it at the Fixed Period Eurodollar Rate for such Loan by a matching deposit or other borrowing
in the London interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Fixed Period Eurodollar Loan was in fact so funded.
3.06 Mitigation Obligations; Replacement of Lenders.
(a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, any
LC Issuer, or any Governmental Authority for the account of any Lender or any LC Issuer pursuant
to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or such
LC Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender or such LC Issuer, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01
or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02,
as applicable, and (ii) in each case, would not subject such Lender or such LC Issuer, as the case
may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender or such LC Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or any LC Issuer in connection with any such designation
or assignment.
(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04,
or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such
Lender in accordance with Section 10.13.
3.07 Survival. All of the Borrower’s obligations under this Article III shall survive the
resignation or replacement of the Administrative Agent or any assignment of rights by, or the
replacement of, a Lender, the termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01 Conditions of Initial Credit Extension. The obligation of the LC Issuer and each
Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent: