Sunoco 2013 Annual Report Download - page 252

For purposes of this Section, "Information" means all information received from the MLP
or any Subsidiary or any Unrestricted Subsidiary relating to a Loan Party or any Subsidiary or any
Unrestricted Subsidiary or any of their respective businesses, other than any such information that
is available to the Administrative Agent, any Lender or LC Issuer on a nonconfidential basis prior
to disclosure by a Loan Party or any Subsidiary or any Unrestricted Subsidiary. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to
have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own confidential
information.
Each of the Administrative Agent, the Lenders and the LC Issuers acknowledges that (a)
the Information may include material non-public information concerning a Loan Party or a
Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of
material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state securities Laws.
10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender and each LC Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final, in whatever currency) at
any time held and other obligations (in whatever currency) at any time owing by such Lender or
LC Issuer or any such Affiliate to or for the credit or the account of a Loan Party against any and
all of the obligations of such Loan Party now or hereafter existing under this Agreement or any
other Loan Document to such Lender or LC Issuer, irrespective of whether or not such Lender or
LC Issuer shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender or LC Issuer different from the branch or office holding such deposit
or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall
exercise any such right of setoff hereunder, (x) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section
2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds
and deemed held in trust for the benefit of the Administrative Agent, the Lenders and LC Issuers,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it
exercised such right of setoff. The rights of each Lender and LC Issuer and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff) that
such Lender, LC Issuer or their respective Affiliates may have. Each Lender and LC Issuer agrees
to notify the Borrower and the Administrative Agent promptly after any such setoff and application,
provided that the failure to give such notice shall not affect the validity of such setoff and application.
10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law (the "Maximum
Rate"). If the Administrative Agent or any Lender or LC Issuer shall receive interest in an amount