Sunoco 2013 Annual Report Download - page 220

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to have a Material Adverse Effect, there are no actions, judgments, injunctions, orders, suits or legal,
equitable, arbitrative or administrative proceedings pending or, to the knowledge of any Loan Party,
threatened, by or before any Tribunal against any Loan Party or any Subsidiary or against any
property of any Loan Party or any of its Subsidiaries.
5.10 ERISA. Except as disclosed in the Initial Financial Statements or in the Disclosure
Schedule, no Termination Event has occurred with respect to any ERISA Plan, and all ERISA
Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required
to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer
plan" as defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no
"accumulated funding deficiency" (as defined in Section 412(a) of the Code) exists with respect to
any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii)
the current value of each ERISA Plan’s benefits does not exceed the current value of such ERISA
Plan’s assets available for the payment of such benefits by more than $5,000,000.
5.11 Compliance with Laws. Each Loan Party and each of its Subsidiaries is in
compliance with all Laws applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
5.12 Environmental Compliance. Each Loan Party and its Material Subsidiaries
conduct in the ordinary course of business a review of the effect of existing Environmental Laws
and claims alleging potential liability or responsibility for violation of any Environmental Law on
their respective businesses, operations and properties, and as a result thereof have reasonably
concluded that, except as specifically disclosed in Schedule 5.09, they: (a) to the best of their
knowledge, are in compliance with all applicable Environmental Laws, except to the extent that
any non-compliance would not reasonably be expected to have a Material Adverse Effect; (b) to
the best of their knowledge, are not subject to any judicial, administrative, government, regulatory
or arbitration proceeding alleging the violation of any applicable Environmental Laws or that may
lead to claim for cleanup costs, remedial work, reclamation, conservation, damage to natural
resources or personal injury or to the issuance of a stop-work order, suspension order, control order,
prevention order or clean-up order, except to the extent that any such proceeding would not
reasonably be expected to have a Material Adverse Effect; (c) to the best of their knowledge, are
not subject to any federal, state, local or foreign review, audit or investigation which may lead to a
proceeding referred to in (b) above; (d) have no actual knowledge that any of their predecessors in
title to any of their property and assets are the subject of any currently pending federal, state, local
or foreign review, audit or investigation which may lead to a proceeding referred to in (b) above;
(e) have not filed any notice under any applicable Environmental Laws indicating past or present
treatment, storage or disposal of, or reporting a release or Hazardous Materials into the environment
where the circumstances surrounding such notice would reasonably be expected to have a Material
Adverse Effect; and (f) possess, and are in compliance with, all approvals, licenses, permits, consents
and other authorizations which are necessary under any applicable Environmental Laws to conduct
their business, except to the extent that the failure to possess, or be in compliance with, such
authorizations would not reasonably be expected to have a Material Adverse Effect.