Sunoco 2013 Annual Report Download - page 290

E–3
6. PAYMENT UPON DEMAND. (a) If an Event of Default exists, the Guarantor
shall, on demand and without further notice of dishonor and without any notice having been given
to the Guarantor previous to that demand of either the acceptance by Administrative Agent or Lenders
of this Guaranty or the creation or incurrence of any Guaranteed Debt, pay the amount of the
Guaranteed Debt then due and payable to Administrative Agent and Lenders; provided that, if an
Event of Default exists and Administrative Agent or Lenders cannot accelerate the Guaranteed Debt
for any reason (including a stay of acceleration in connection with any case commenced by or
against the Guarantor or the Borrower under any Debtor Relief Laws), then the Guaranteed Debt
shall be, as among the Guarantor, Administrative Agent, and Lenders, a fully matured, due, and
payable obligation of the Guarantor to Administrative Agent and Lenders.
(b) The obligations of the Guarantor hereunder are those of primary obligor, and not
merely as surety, and are independent of the Guaranteed Debt and the obligations of any other
guarantor, and it is not necessary for Administrative Agent or Lenders, in order to enforce this
Guaranty against the Guarantor, first or contemporaneously to institute suit or exhaust remedies
against Borrower or others liable on any Guaranteed Debt.
7. SUBROGATION AND CONTRIBUTION. Until payment in full of the
Guaranteed Debt and the termination of the commitments of Lenders to extend credit under the
Loan Documents and the termination or Cash Collateralization of all Letters of Credit, (a) the
Guarantor may not assert, enforce, or otherwise exercise any Right of subrogation to any of the
Rights or Liens of Administrative Agent or Lenders or any other beneficiary against Borrower or
any other obligor on the Guaranteed Debt or any collateral or other security or any Right of recourse,
reimbursement, subrogation, contribution, indemnification, or similar Right against Borrower or
any other obligor on any Guaranteed Debt or any other guarantor of it, and (b) the Guarantor defers
all of the foregoing Rights (whether they arise in equity, under contract, by statute, under common
Law, or otherwise). Upon payment in full of the Guaranteed Debt and the termination of the
commitments of Lenders to extend credit under the Loan Documents and the termination or Cash
Collateralization of all Letters of Credit, the Guarantor shall be subrogated to the rights of the
Administrative Agent and Lenders against Borrower and the other obligors.
8. NO RELEASE. The Guarantor hereby waives any defense of a surety or guarantor
or any other obligor arising in connection with or in respect of any of the following and hereby
agrees that its obligations under this Guaranty may not be released, diminished, or affected by the
occurrence of any one or more of the following events: (a) any taking or accepting of any additional
guaranty or any other security or assurance for any Guaranteed Debt; (b) any release, surrender,
exchange, subordination, impairment, or loss of any collateral securing any Guaranteed Debt; (c) any
full or partial release of the liability of any other obligor on the Guaranteed Debt, except for any
final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or
waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, bankruptcy,
or lack of corporate or partnership power of any other obligor at any time liable for any Guaranteed
Debt, whether now existing or occurring in the future; (f) any renewal, extension, or rearrangement
of any Guaranteed Debt or any adjustment, indulgence, forbearance, or compromise that may be
granted or given by Administrative Agent or any Lender to any other obligor on the Guaranteed
Debt; (g) any neglect, delay, omission, failure, or refusal of Administrative Agent or any Lender to