Sunoco 2013 Annual Report Download - page 216

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(a) The Administrative Agent shall have received all of the following, each dated the
Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing
Date) and each in form and substance satisfactory to the Administrative Agent:
(i) counterparts of this Agreement executed by the Borrower, the Guarantor
and each Lender;
(ii) a Note executed by the Borrower in favor of each Lender requesting a
Note;
(iii) counterparts of the Guaranty executed by the Guarantor;
(iv) such certificate of resolutions or other action, incumbency certificate and/
or other certificates of Responsible Officers of each Loan Party as the Administrative
Agent may require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this
Agreement and the other Loan Documents to which such Loan Party is a party;
(v) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party and the General Partners are duly
organized or formed, and that each Loan Party and each General Partner is validly
existing, in good standing and qualified to engage in business in its jurisdiction of
formation;
(vi) a favorable opinion of (A) Latham & Watkins LLP, counsel to each Loan
Party and the General Partners, and (B) the Vice President, General Counsel and
Secretary of the MLP General Partner, in each case in form and substance satisfactory to
Administrative Agent and the Lenders, addressed to the Administrative Agent and each
Lender;
(vii) a certificate of a Responsible Officer of each Loan Party, (A) either (i)
certifying that all consents, licenses and approvals required in connection with the
execution, delivery and performance by such Loan Party and the validity against such
Loan Party of the Loan Documents to which it is a party, are in full force and effect, or
(ii) stating that no such consents, licenses or approvals are so required; and (B) certifying
as to the matters set forth in clauses (A), (B) and (C) below;
(A) the representations and warranties of each Loan Party set forth in this
Agreement shall be true and correct in all material respects (except that such
materiality qualifier shall not be applicable to the extent that any such representation
or warranty is qualified by materiality) on the Closing Date, both before and after
giving effect to any Credit Extension being made on such date;