Sunoco 2013 Annual Report Download - page 169

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Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section
2.20(b)2.20(a)) upon delivery of written notice of such determination to the Borrower, each LC
Issuer, the Swingline Lender and each Lender.
"Disclosure Schedule" means Schedule 2 hereto.
"Distribution" means, as to any Person, with respect to any Equity Interests issued by such
Person, (a) the retirement, redemption, purchase or other acquisition for value of any such Equity
Interests, (b) the declaration or payment of any dividend on or with respect to any such Equity
Interests, and (c) any other payment by such Person with respect to such Equity Interests.
"Dollar" and "$" mean lawful money of the United States.
"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund;
and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and
each LC Issuer, and (ii) unless an Event of Default has occurred and is continuing, the Borrower
(each such approval not to be unreasonably withheld or delayed); provided that notwithstanding
the foregoing, "Eligible Assignee" shall not include the MLP or any of the MLP’s Affiliates or
Subsidiaries.
"Environmental Laws" means any and all Laws relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes into the environment including ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing, distribution use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or wastes.
"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants, options or other rights for
the purchase or acquisition from such Person of shares of capital stock of (or other ownership or
profit interests in) such Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options
for the purchase or acquisition from such Person of such shares (or such other interests), and all of
the other ownership or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or
other interests are outstanding on any date of determination.
"ERISA" means the Employee Retirement Income Security Act of 1974, together with all
rules and regulations promulgated with respect thereto.