Sunoco 2013 Annual Report Download - page 256

(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
10.16 Termination of Commitments under Borrower Existing Credit Agreement and
Sunoco Partners Marketing Existing Credit Agreement. The Borrower has given, or
contemporaneously with the execution and delivery of this Agreement is giving, to the administrative
agent under each of the Borrower Existing Credit Agreement and the Sunoco Partners Marketing
Existing Credit Agreement, respectively, notice of the termination of commitments of the lenders
under each of the Borrower Existing Credit Agreement and the Sunoco Partners Marketing Existing
Credit Agreement, so that such commitments terminate on the Closing Date. Execution of this
Agreement by Lenders who are lenders under each of the Borrower Existing Credit Agreement and
the Sunoco Partners Marketing Existing Credit Agreement, respectively, shall constitute a waiver
of the notice provisions in Section 2.05 of each the Borrower Existing Credit Agreement and the
Sunoco Partners Marketing Existing Credit Agreement that would otherwise be applicable to such
termination, and the administrative agent under each of the Borrower Existing Credit Agreement
and the Sunoco Partners Marketing Existing Credit Agreement may rely on this Section 10.16.
10.17 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees,
and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are
arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand,
and the Administrative Agent, the Arrangers, and the Lenders, on the other hand, (B) each Loan
Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders is and has
been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan Party or
any of its Affiliates, or any other Person and (B) none of the Administrative Agent, any Arranger
or any Lender has any obligation to any Loan Party or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the other
Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Loan Parties and their Affiliates, and none of the Administrative Agent, any Arranger
or any Lender has any obligation to disclose any of such interests to any Loan Party or its Affiliates.
To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that