Sunoco 2013 Annual Report Download - page 289

E–2
"Guarantor" is defined in the preamble to this Guaranty.
"Lender" means, individually, or "Lenders" means, collectively, on any date of
determination, the Lenders and their permitted successors and assigns.
"Rights" means rights, remedies, powers, privileges, and benefits.
2. GUARANTY. The Guarantor hereby guarantees to Administrative Agent and
Lenders the prompt payment in full when due, whether at stated maturity, by required prepayment,
upon acceleration, demand or otherwise, of the Guaranteed Debt. This Guaranty is an absolute,
irrevocable, unconditional and continuing guaranty of payment and performance, not collection,
and the circumstance that at any time or from time to time the Guaranteed Debt may be paid in full
does not affect the obligation of the Guarantor with respect to the Guaranteed Debt incurred after
that. This Guaranty remains in effect until the Guaranteed Debt is fully paid and performed (other
than contingent obligations not yet due and payable), all commitments to extend any credit under
the Loan Documents have terminated and all Letters of Credit have terminated or been Cash
Collateralized. The Guarantor may not rescind or revoke its obligations with respect to the
Guaranteed Debt. All payments made by Guarantor under this Guaranty shall be made to the
Administrative Agent, to the account designated by the Administrative Agent, in Dollars.
3. NO SETOFF OR DEDUCTIONS; TAXES; PAYMENTS. Guarantor represents
and warrants that it is organized and resident in the United States of America. Guarantor shall make
all payments hereunder (i) without setoff or counterclaim, and (ii) free and clear of and without
deduction for any Taxes unless Guarantor is compelled by applicable Law to make such deduction
or withholding. If any applicable Law (as determined in the good faith discretion of the Guarantor)
requires the deduction or withholding of any Tax from any such payment to a Lender by the
Guarantor, then the Guarantor shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in
accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by
the Guarantor shall be increased as necessary so that after such deduction or withholding has been
made (including such deductions and withholdings applicable to additional sums payable hereunder)
the Lender receives an amount equal to the sum it would have received had no such deduction or
withholding been made.
4. CONSIDERATION. The Guarantor represents and warrants that its liability under
this Guaranty will directly benefit it.
5. CUMULATIVE RIGHTS. If the Guarantor becomes liable for any indebtedness
owing by Borrower to Administrative Agent or any Lender, other than under this Guaranty, that
liability may not be in any manner impaired or affected by this Guaranty. The Rights of
Administrative Agent or Lenders under this Guaranty are cumulative of any and all other Rights
that Administrative Agent or Lenders may ever have against the Guarantor. The exercise by
Administrative Agent or Lenders of any Right under this Guaranty or otherwise does not preclude
the concurrent or subsequent exercise of any other Right.