Sunoco 2013 Annual Report Download - page 291

E–4
take or prosecute any action in connection with the Guaranteed Debt or to foreclose, take, or
prosecute any action in connection with any Loan Document; (h) any failure of Administrative
Agent or any Lender to notify the Guarantor of any renewal, extension, or assignment of any
Guaranteed Debt, or the release of any security or of any other action taken or refrained from being
taken by Administrative Agent or any Lender against Borrower or any new agreement between
Administrative Agent, any Lender, and Borrower; it being understood that neither Administrative
Agent nor any Lender is required to give the Guarantor any notice of any kind under any
circumstances whatsoever with respect to or in connection with any Guaranteed Debt, other than
any notice required to be given in this Guaranty; (i) the invalidity or unenforceability of any
Guaranteed Debt against any other obligor or any security securing same because it exceeds the
amount permitted by Law, the act of creating it is ultra vires, the officers creating it exceeded their
authority or violated their fiduciary duties in connection with it, or otherwise; (j) any payment of
the Guaranteed Debt to Administrative Agent or any Lender is held to constitute a preference under
any Debtor Relief Law or for any other reason Administrative Agent or any Lender is required to
refund that payment or make payment to someone else (and in each such instance this Guaranty
will be reinstated in an amount equal to that payment); (k) any Law or other event affecting any
term of the Guaranteed Debt; or (l) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, Borrower or the Guarantor.
9. WAIVERS. By execution hereof, the Guarantor waives presentment and demand
for payment, protest, notice of intention to accelerate, notice of acceleration, and notice of protest
and nonpayment, and agrees that its liability with respect to the Guaranteed Debt (or any part thereof)
shall not be affected by any renewal or extension in the time of payment of the Guaranteed Debt
(or any part thereof). To the maximum extent lawful, the Guarantor waives all Rights by which it
might be entitled to require suit on an accrued Right of action in respect of any Guaranteed Debt
or require suit against Borrower or others.
10. TERMINATION; REINSTATEMENT. This Guaranty is a continuing and
irrevocable guaranty of all Guaranteed Debt now or hereafter existing and shall remain in full force
and effect 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. Notwithstanding the foregoing, this Guaranty shall continue in full force
and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any
other Loan Party is made, or Administrative Agent or any Lender exercises its right of setoff, in
respect of the Guaranteed Debt and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by Administrative Agent or any Lender in its discretion) to
be repaid to a trustee, receiver or any other party, in connection with any proceeding under any
Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not
occurred and whether or not Administrative Agent or Lenders are in possession of or has released
this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The
obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.
11. LOAN DOCUMENTS. By execution hereof, the Guarantor covenants and agrees
that certain representations, warranties, terms, covenants, and conditions set forth in the Loan