of Intercompany Subordination Agreement
were upon the same instrument. This Subordination Agreement shall become
effective as to each party hereto when a counterpart hereof shall have been
signed by such party.
Section 15.
GOVERNING LAW AND JURISDICTION. THIS SUBORDINATION AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR
DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE, IN ANY WAY RELATING TO THIS SUBORDINATION AGREEMENT IN ANY FORUM
OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH
COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
Section 16. Waiver of Right to Trial by Jury, Etc.
EACH OF THE PARTIES HERETO
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING UNDER THIS SUBORDINATION AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY.
Section 17. Loan Document. This Subordination Agreement is a Loan Document as
defined in the Multi-Year Credit Agreement and a Loan Document as defined in the
364-Day Credit Agreement.
Section 18. ENTIRE AGREEMENT. THIS SUBORDINATION AGREEMENT AND THE OTHER SENIOR
DEBT LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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Exhibit F
Page 6
Form of Intercompany Subordination Agreement
IN WITNESS WHEREOF, each of Debtor and Subordinated Creditor have caused this
Subordination Agreement to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above-written.
DEBTOR:
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.
a Delaware limited partnership
By:
Name:
Title:
Exhibit F
Page 7
Form of Intercompany Subordination Agreement
SUBORDINATED CREDITOR:
By:
Name:
Title:
Exhibit F
Page 8
Form of Intercompany Subordination Agreement
EXHIBIT G-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax
Purposes)
Reference is hereby made to the Credit Agreement dated as of August 9, 2013 (as
amended, supplemented or otherwise modified from time to time,