Sunoco 2013 Annual Report Download - page 243

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Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.
10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any
LC Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document,
the authority to enforce rights and remedies hereunder and under the other Loan Documents against
the Borrower and the Guarantor shall be vested exclusively in, and all actions and proceedings at
law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the LC
Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity
as Administrative Agent) hereunder and under the other Loan Documents, (b) a LC Issuer or the
Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its
capacity as LC Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender or LC Issuer from exercising setoff rights in accordance with Section
10.08 (subject to the terms of Section 2.15), or (d) any Lender or LC Issuer from filing proofs of
claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time
there is no Person acting as Administrative Agent hereunder and under the other Loan Documents,
then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent
pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.15, any Lender or LC Issuer may, with the consent of
the Required Lenders, enforce any rights and remedies available to it and as authorized by the
Required Lenders.
10.04 Expenses; Indemnity; Damage Waiver.
(a) Costs and Expenses. The Borrower shall pay (i) all reasonable
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and
documented fees, charges and disbursements of a single counsel for the Administrative Agent and
a single local counsel to Administrative Agent in each applicable jurisdiction), in connection with
the syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable expenses
incurred by a LC Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all expenses incurred
by the Administrative Agent, any Lender or any LC Issuer (including the reasonable and documented