Sunoco 2013 Annual Report Download - page 163

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(e) money market or other mutual funds substantially all of whose assets comprise securities
of the types described in subsections (a) through (d) above.
"Change in Law" means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in
any law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental Authority;
provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory authorities, in each case
pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date
enacted, adopted or issued.
"Change of Control" means any of the following shall occur (a) the failure of Energy Transfer
Equity, L.P. or Energy Transfer Partners, L.P. to own, directly or indirectly, at least 51% of the
Equity Interests of the MLP General Partner which Equity Interests are entitled to vote for the board
of directors or equivalent governing body of the MLP General Partner, (b) the failure of the MLP
General Partner to be the sole general partner of the MLP, (c) the failure of the MLP to own, free
of all Liens, directly or indirectly, 100% of the general partner interests in the Borrower and 100%
of the limited partner interests in the Borrower, (d) the management of the MLP or of the Borrower
is no longer controlled by either Energy Transfer Equity, L.P. or Energy Transfer Partners, L.P., or
(e) the first day on which a majority of the members of the board of directors of the MLP General
Partner are not Continuing Directors.
"Citigroup" means Citigroup Global Markets Inc.
"Closing Date" means the first date all the conditions precedent in Section 4.01 and
Section 4.02 are satisfied or waived in accordance with Section 10.01.
"Code" means the Internal Revenue Code of 1986, together with all rules and regulations
promulgated with respect thereto.
"Commercial Operation Date" means the date on which a Material Project is substantially
complete and commercially operable.
"Commission" means the United States Securities and Exchange Commission.
"Commitment" means, as to each Lender, its obligation (a) to make Revolving Credit Loans
to the Borrower pursuant to Section 2.01, and (b) to purchase participations in LC Obligations and
Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the
Commitment amount set forth opposite such Lender’s name on Schedule 1 or in the Assignment
and Assumption or commitment increase agreement pursuant to which such Lender becomes a party