Sunoco 2013 Annual Report Download - page 240

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or under any other Loan Document without the written consent of each Lender directly and adversely
affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or LC
Obligation, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other
amounts payable hereunder or under any other Loan Document without the written consent of each
Lender directly and adversely affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;
(e) change Section 2.15 or Section 8.03 in a manner that would alter the pro rata sharing
of payments required thereby without the written consent of each Lender;
(f) change any provision of this Section or the definition of "Required Lenders" or any
other provision hereof specifying the number or percentage of Lenders required to amend, waive
or otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or
(g) release the Guarantor from the Guaranty, or agree to limit the Guarantor’s liability
thereunder, without the written consent of each Lender;
and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed
by the applicable LC Issuer in addition to the Lenders required above, affect the rights or duties of
such LC Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued
or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the
Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement
or any other Loan Document; and (iv) any Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its
terms requires the consent of all Lenders or each affected Lender may be effected with the consent
of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any
Defaulting Lender may not be increased or extended nor the principal owed to such Lender reduced
nor the final maturity thereof extended without the consent of such Lender, (y) any waiver,
amendment or modification requiring the consent of all Lenders or each affected Lender that by its
terms affects any Defaulting Lender more adversely than other affected Lenders shall require the
consent of such Defaulting Lender and (z) any modification of this sentence shall require the consent
of all Lenders, including any Defaulting Lenders.
10.02 Notices; Effectiveness; Electronic Communication.