Sunoco 2013 Annual Report Download - page 254

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10.13 Replacement of Lenders. If (a) 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, (b) if any Lender
is a Non-Consenting Lender under Section 2.18 or is a Defaulting Lender, (c) in connection with
any proposed amendment, modification, waiver or consent with respect to the provisions of this
Agreement or the Loan Documents, the consent of the Required Lenders shall have been obtained
but the consent of one or more such other Lenders whose consent is required shall not have been
obtained or (d) if any other circumstance exists hereunder that gives the Borrower the right to replace
a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and consents required by,
Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment), provided that:
(1) the Borrower shall have paid to the Administrative Agent the assignment fee specified
in Section 10.06(b);
(2) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and Letter of Credit participations, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts);
(3) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result
in a reduction in such compensation or payments thereafter;
(4) such assignment does not conflict with applicable Laws; and
(5) in the event that such Lender is a LC Issuer and any one or more Letters of Credit
issued by such LC Issuer under this Agreement are then outstanding, the Borrower shall deposit
cash collateral with such LC Issuer in an amount equal to the aggregate face amount of such Letters
of Credit upon terms reasonably satisfactory to such LC Issuer to secure the Borrower’s obligations
to reimburse for drawings under such Letters of Credit or make other arrangements satisfactory to
such LC Issuer with respect to such Letters of Credit including providing other credit support.
A Lender shall not be required to make any such assignment or delegation if, prior thereto,
as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.
10.14 Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.