Sunoco 2013 Annual Report Download - page 222

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statements and reports to the Administrative Agent, for distribution to each Lender, at the Borrower’s
expense:
(a) As soon as available, and in any event within ninety (90) days after the end of each
Fiscal Year, complete Consolidated financial statements of the MLP together with all notes thereto,
prepared in reasonable detail in accordance with GAAP, together with an unqualified opinion relating
to such financial statements, based on an audit using generally accepted auditing standards, by
independent certified public accountants selected by the MLP General Partner and acceptable to
the Administrative Agent, stating that such Consolidated financial statements have been so prepared;
provided, however, that at any time when the MLP shall be subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of
copies of the Annual Report on Form 10-K of the MLP for such Fiscal Year prepared in compliance
with the requirements therefor and filed with the Commission shall be deemed to satisfy the
requirements of this clause (a). Such financial statements shall set forth in comparative form the
corresponding figures for the preceding Fiscal Year.
(b) As soon as available, and in any event within fifty (50) days after the end of each of
the first three Fiscal Quarters of each Fiscal Year, the MLP’s Consolidated balance sheet as of the
end of such Fiscal Quarter and the MLP’s Consolidated statements of income, partners’ capital and
cash flows for such Fiscal Quarter (except in the case of the statement of cash flows) and for the
period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, all in
reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal
adjustments and the absence of footnotes; provided, however, that at any time when the
MLP shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of
the MLP for such Fiscal Quarter prepared in accordance with the requirements therefor and filed
with the Commission shall be deemed to satisfy the requirements of this clause (b) for any of the
first three Fiscal Quarters of a Fiscal Year. Such financial statements shall set forth in comparative
form the corresponding figures for the same period of the preceding Fiscal Year.
(c) The MLP will, together with each such set of financial statements and each set of
financial statements furnished under subsections (a) and (b) of this section, furnish a Compliance
Certificate, signed on behalf of the MLP by the chief financial officer, principal accounting officer
or treasurer of the MLP, setting forth that such financial statements are accurate and complete in
all material respects (subject, in the case of Fiscal Quarter-end statements, to normal year-end
adjustments and the absence of footnotes), stating that he has reviewed the Loan Documents,
containing calculations showing compliance (or at the end of such Fiscal Quarter
with the requirements of Section 7.10, stating that no Default exists at the end of such Fiscal Quarter
or at the time of such certificate or specifying the nature and period of existence of any such Default.
Each Compliance Certificate shall contain with respect to any financial statements relating to a
period during which any Unrestricted Subsidiary is a Consolidated subsidiary of the MLP, a
reasonably detailed reconciliation of each of the components reflected in the calculations of
compliance with Section 7.10 to the corresponding amounts set forth in such financial statements.