Sunoco 2013 Annual Report Download - page 228

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prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in
connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary;
and Indebtedness refinancing (but not increasing the principal amount thereof, except by an amount
equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection
with such refinancing) the Indebtedness described in this clause (e);
(f) Indebtedness existing on the Closing Date which is described on Schedule 7.01 and
any renewals or extensions thereof (but not increasing the principal amount thereof, except by an
amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in
connection with such refinancing); and
(g) Permitted Priority Debt.
7.02 Limitation on Liens. None of the MLP, the Borrower or any Subsidiary will
create, assume or permit to exist any Lien upon or with respect to any of its properties or assets
now owned or hereafter acquired, except the following Liens (to the extent permitted by this
Section, herein called "Permitted Liens"):
(a) Liens existing on the date of this Agreement that are listed in the Disclosure Schedule,
and any renewals or extensions thereof; provided that the property covered thereby is not increased,
the amount of the Indebtedness secured thereby is not increased and any renewal or extension of
the obligations secured or benefitted thereby is permitted under this Agreement;
(b) Liens imposed by any Governmental Authority for Taxes, assessments or charges
not yet delinquent or the validity of which is being contested in good faith and by appropriate
proceedings, if necessary, for which adequate reserves are maintained on the books of the MLP, the
Borrower or any Subsidiary in accordance with GAAP;
(c) pledges or deposits of cash or securities under worker’s compensation,
unemployment insurance or other social security legislation;
(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, or
other like Liens (including, without limitation, Liens on property of the MLP, the Borrower or any
Subsidiary in the possession of storage facilities, pipelines or barges) arising in the ordinary course
of business for amounts which are not more than 60 days past due or the validity of which is being
contested in good faith and by appropriate proceedings, if necessary, and for which adequate reserves
are maintained on the books of the MLP, the Borrower or any Subsidiary in accordance with GAAP;
(e) deposits of cash or securities to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of business;
(f) easements, rights-of-way, restrictions and other similar encumbrances incurred in
the ordinary course of business and encumbrances consisting of zoning restrictions, easements,
licenses, restrictions on the use of real property or minor imperfections in title thereto which, in the