Sunoco 2013 Annual Report Download - page 230

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. Neither the MLP nor the Borrower will merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its
assets, in each case, whether now owned or hereafter acquired; provided that if at the time thereof
and immediately after giving effect thereto, no Event of Default shall have occurred and be
continuing, any Person may merge or consolidate with or into the MLP or the Borrower in a
transaction in which, (a) if the MLP is a party, the MLP is the surviving or resultant entity, and if
the Borrower (but not the MLP) is a party, the Borrower is the surviving or resultant entity or (b)
another solvent Person organized or existing under the laws of the United States of America, any
State thereof or the District of Columbia; provided that in the case of this clause (b), (i) such Person
expressly assumes every obligation and covenant of the MLP or the Borrower, as applicable, under
this Agreement and the Loan Documents, pursuant to an assumption agreement reasonably
acceptable to the Administrative Agent, and (ii) the MLP or the Borrower, as applicable, shall deliver
to the Administrative Agent (A) a certificate of a Responsible Officer stating that such transaction
complies with this Section and (B) all documentation and other information in respect of the
surviving Person required by bank regulatory authorities under applicable "know your customer"
and anti-money laundering rules and regulations, including the Patriot Act, that has been requested
(provided that the Borrower or the MLP, as applicable, and such surviving Person shall have been
given at least two (2) Business Days to comply with any such request). Upon any consolidation
by the MLP or the Borrower with, or merger into, any Person described in clause (ii) above and the
satisfaction of the conditions specified in this Section, such Person will succeed to, and be substituted
for, the MLP or the Borrower, as applicable.
7.04 Reserved.
7.05 Distributions. During the existence of a Default under Section 8.01(b) or Section
8.01(i) or of any Event of Default (a) the MLP will not declare, pay or make any Distribution (in
cash, property or obligations) on any interests (now or hereafter outstanding) in the MLP or apply
any of its funds, property or assets to the purchase or redemption of any partnership interests in the
MLP, and (b) the Borrower will not declare, pay or make any Distribution (in cash, property or
obligations) on any interests (now or hereafter outstanding) in the Borrower or apply any of its
funds, property or assets to the purchase or redemption of any partnership interests in the Borrower.
7.06 Investments. None of the MLP, the Borrower or any of their respective Subsidiaries
will purchase or otherwise acquire the Equity Interest of any other Person if (a) such purchase or
other acquisition violates the MLP’s, the Borrower’s or such Subsidiary’s partnership or other
governing agreement, and (b) after giving effect to such purchase or other acquisition, the MLP,
the Borrower or such Subsidiary is not in compliance with Section 7.07.
7.07 Change in Nature of Businesses. None of the MLP, the Borrower or any Subsidiary
will engage in any line of business other than (a) Present and Related Businesses, and (b) any other
business (other than exploration and production) complementary, synergistic or ancillary thereto
(including, complementary, synergistic or ancillary technologies) or reasonable extensions thereof.