Sunoco 2013 Annual Report Download - page 171

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(other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such
Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01,
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its
Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g)
and (d) any U.S. federal withholding Taxes imposed under FATCA.
"Existing Credit Agreements" means the Borrower Existing Credit Agreement and the
Sunoco Partners Marketing Existing Credit Agreement.
"Existing Letters of Credit" means the Letters of Credit (as defined in the Existing Credit
Agreement) issued under the Existing Credit Agreement by issuers that are LC Issuers as defined
in this Agreement and that are that are outstanding on the Closing Date. The Existing Letters of
Credit shall constitute Letters of Credit for purposes of this Agreement.
"Facility Fee" has the meaning set forth in Section 2.12(b).
"Facility Usage" means, at the time in question, the aggregate amount of outstanding Loans
and LC Obligations at such time.
"FASB ASC" means the Accounting Standards Codification of the Financial Accounting
Standards Board.
"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement
(or any amended or successor version that is substantively comparable and not materially more
onerous to comply with), any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to Section 1471(b)(1) of the Code.
"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New
York on the Business Day next succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the
Administrative Agent on such day on such transactions as determined by the Administrative Agent.
"Fee Letters" means, collectively, (a) the letter agreement, dated October 23, 2013, among
the Borrower and the Arrangers, and (b) the letter agreement, dated October 23, 2013, between the
Borrower and Citigroup.
"First Purchaser Payables" means statutory Liens in favor of a seller of Petroleum Products
to secure the payment of the purchase price thereof, including but not limited to statutory Liens, if
any, created under the laws of Texas, New Mexico, Wyoming, Kansas, Oklahoma or any other state.