Sunoco 2013 Annual Report Download - page 226

insurance, and, notwithstanding the foregoing provisions of this Section the MLP, the Borrower or
any Subsidiary may effect workers’ compensation or similar insurance in respect of operations in
any state or other jurisdiction through any insurance fund operated by such state or other jurisdiction
or by causing to be maintained a system or systems of self-insurance in accord with applicable
Laws.
6.08 Compliance with Law. The MLP, the Borrower and each Subsidiary will comply
in all material respects with the requirements of all Laws applicable to it or to its business or property,
except in such instances in which (a) such requirement of Law is being contested in good faith or
a bona fide dispute exists with respect thereto, or (b) the failure to comply therewith could not be
reasonably expected to have a Material Adverse Effect.
6.09 Subsidiaries and Unrestricted Subsidiaries.
(a) The MLP and the Borrower may designate any Unrestricted Subsidiary to be a
Subsidiary, provided that such designation may not be made unless at the time of such action and
after giving effect thereto, (i) none of such Unrestricted Subsidiaries have outstanding Indebtedness,
other than Indebtedness permitted under Section 7.01, or Liens on any of their property, other than
Permitted Liens (in each case taking into account the other Indebtedness and Liens of the MLP, the
Borrower and their respective Subsidiaries), (ii) no Default or Event of Default shall exist, (iii) all
representations and warranties herein will be true and correct in all material respects as if remade
at the time of such designation, except to the extent such representations and warranties specifically
refer to an earlier date, in which case they were true and correct in all material respects as of such
earlier date, and (iv) the Borrower or the MLP, as applicable, has provided to the Administrative
Agent a Responsible Officer’s certificate in form satisfactory to the Administrative Agent to the
effect that each of the foregoing conditions has been satisfied. The designation of any Unrestricted
Subsidiary as a Subsidiary shall constitute the incurrence by such Subsidiary, at the time of
designation, of (x) all Indebtedness of such Subsidiary and (y) all Liens on property of such
Subsidiary existing at such time.
(b) The MLP may designate any Subsidiary of the MLP to be an Unrestricted Subsidiary,
provided that all Investments in such Subsidiary at the time of such designation shall be treated as
Investments made on the date of such designation, and provided further that the MLP may not make
such designation unless at the time of such action and immediately after giving effect thereto (i) no
Default or Event of Default shall exist, (ii) all representations and warranties herein will be true
and correct in all material respects if remade at the time of such designation, except to the extent
such representations and warranties specifically refer to an earlier date, in which case they were
true and correct in all material respects as of such earlier date, (iii) the Investment represented by
such designation is permitted under Section 7.06, (iv) such Subsidiary does not, at the time of
designation and does not at any time thereafter while it is an Unrestricted Subsidiary, Guarantee or
otherwise become directly or indirectly liable with respect to, or grant any Liens on any of its
property to secure, any Consolidated Funded Indebtedness or Excluded Inventory Indebtedness of
the MLP, the Borrower or any Subsidiary, and (v) the Borrower or the MLP, as applicable, has
provided to the Administrative Agent a Responsible Officer’s certificate in form satisfactory to the
Administrative Agent to the effect that each of the foregoing conditions have been satisfied.