Sunoco 2013 Annual Report Download - page 234

76
(a) declare the commitment of each Lender to make Loans and any obligation of each
LC Issuer to make LC Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby
expressly waived by the Borrower;
(c) require that the Borrower Cash Collateralize the LC Obligations (in an amount equal
to the Minimum Collateral Amount); and
(d) exercise on behalf of itself and the Lenders and LC Issuers all rights and remedies
available to it and the Lenders under the Loan Documents;
provided, however, that upon the occurrence of an Event of Default described in subsections (i)(i),
(i)(ii) (A) or (i)(iii) of Section 8.01, the obligation of each Lender to make Loans and any obligation
of the LC Issuers to make LC Credit Extensions shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically
become due and payable, and the obligation of the Borrower to Cash Collateralize the LC Obligations
as aforesaid shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender.
8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02
(or after the Loans have automatically become immediately due and payable and the LC Obligations
have automatically been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions
of Sections 2.19 and 2.20, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses
and other amounts (including fees, charges and disbursements of counsel to the Administrative
Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity
as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and
the LC Issuers (including fees, charges and disbursements of counsel to the respective Lenders and
the LC Issuers (including fees and time charges for attorneys who may be employees of any Lender
or LC Issuer) and amounts payable under Article III), ratably among them in proportion to the
amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter
of Credit Fees and interest on the Loans, Matured LC Obligations and other Obligations, ratably