Sunoco 2013 Annual Report Download - page 277

A–6
Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, [the][any] Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.
2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued
to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have
accrued from and after the Effective Date.16 Notwithstanding the foregoing, the Administrative
Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and
after the Effective Date to [the][the relevant] Assignee.
3. General Provisions. This Assignment and Assumption shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment
and Assumption by telecopy or other electronic transmission (including pdf) shall be effective as
delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law of the State of
New York.
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16 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following
alternative language may be appropriate:
"From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have
accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment
directly between themselves."