Sunoco 2013 Annual Report Download - page 276

A–5
ANNEX 1
[_______________]15
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender;
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates
or any other Person obligated in respect of any Loan Document, or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.
1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 10.06(b) of the Credit Agreement (subject to such consents, if any, as may be required
under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall
be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of
[the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the Person exercising discretion in making its decision to acquire the
Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to receive copies of the
most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it
has, independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vii) if it is not already a Lender under the Credit Agreement, attached to the Assignment
and Assumption is an Administrative Questionnaire, and (viii) attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit
________________________
15 Describe Credit Agreement at option of Administrative Agent.