Common use of Headings; References; Interpretation Clause in Contracts

Headings; References; Interpretation. In this Agreement, unless a clear contrary intention appears: (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender and words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation;” (iii) the word “or” is inclusive; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits attached hereto, and not to any particular subdivision unless expressly so limited; (v) references to Articles and Sections refer to Articles and Sections of this Agreement; (vi) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (vii) references to Exhibits are to the items identified separately in writing by the parties hereto as the described Exhibits attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein; (viii) all references to money refer to the lawful currency of the United States; and (ix) references to “federal” or “Federal” means U.S. federal or U.S. Federal, respectively. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Headings; References; Interpretation. In All Section headings in this Agreement, unless a clear contrary intention appears: (i) pronouns in Agreement are for convenience only and shall not be deemed to control or affect the masculine, feminine and neuter genders shall be construed to include meaning or construction of any other gender and of the provisions hereof. The words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation;” (iii) the word “or” is inclusive; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,herein” and “hereunder” and words of similar import import, when used in this Agreement, shall refer to this Agreement as a whole, including the all Exhibits attached hereto, and not to any particular subdivision provision of this Agreement. All references herein to Sections and Exhibits shall, unless expressly so limited; (v) the context requires a different construction, be deemed to be references to Articles and Sections refer to Articles and the Sections of this Agreement; (vi) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (vii) references to Exhibits are to Agreement and the items identified separately in writing by the parties hereto as the described Exhibits attached to this Agreementhereto, each of which is and all such Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes as if purposes. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth in full herein; immediately following such word or to similar items or matters, whether or not non-limiting language (viiisuch as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. The word “or” as used herein is not exclusive and shall be deemed to have the meaning “and/or”. Unless the context requires otherwise, all references herein to money an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the lawful currency of extent permitted by the United States; and (ix) references to “federal” or “Federal” means U.S. federal or U.S. Federal, respectivelyprovisions thereof. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Headings; References; Interpretation. In this Agreement, unless a clear contrary intention appears: : (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender and words in the singular form shall be construed to include the plural and vice versa; ; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation;” ” (iii) the word “or” is inclusive; ; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits attached hereto, and not to any particular subdivision unless expressly so limited; ; (v) references to Articles and Sections refer to Articles and Sections of this Agreement; ; (vi) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; ; (vii) references to Exhibits are to the items identified separately in writing by the parties hereto as the described Exhibits attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein; ; (viii) all references to money refer to the lawful currency of the United States; and and (ix) references to “federal” or “Federal” means U.S. federal or U.S. Federal, respectively. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Headings; References; Interpretation. In this Agreement, unless a clear contrary intention appears: appears (ia) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender and words in the singular form shall be construed to include includes the plural and vice versa; (iib) reference to a Person includes such Person’s successors and assigns but, in the term “including” shall be construed case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to be expansive rather than limiting a Person in nature and to mean “including, without limitation;” (iii) the word “or” is inclusivea particular capacity excludes such Person in any other capacity; (ivc) the words “reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” ), document or instrument means such agreement, document, or instrument, as amended or modified and words of similar import refer in effect from time to this Agreement as a wholetime in accordance with the terms thereof and, including if applicable, the Exhibits attached hereto, and not to any particular subdivision unless expressly so limited; (v) references to Articles and Sections refer to Articles and Sections terms of this Agreement; (vie) reference to any Exhibit, Section or Article means such Exhibit, Section or Article of this Agreement, and references in any Exhibit, Section or Article or Section or definition to any clause means such clause of such ArticleExhibit, Section Section, Article or definition; (viif) “hereunder,” “hereof,” “hereto” and words of similar import are references to Exhibits are this Agreement as a whole and not to the items identified separately in writing by the parties hereto as the described Exhibits attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full hereinany particular provision hereof; (viiig) the word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”; and (h) all references to money refer to the lawful currency of the United States; and (ix) references to “federal” or “Federal” means U.S. federal or U.S. Federal, respectively. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement. All capitalized terms not defined in the Disclosure Schedules shall have the meanings assigned to them in this Agreement. None of the statements in the Disclosure Schedules are intended to constitute, or shall be construed as constituting, covenants or agreements of any Party. Each representation and warranty of Sunoco in this Agreement is made and given subject to the disclosures and exceptions set forth on the Disclosure Schedules. The covenants in Section 8.1(b) are agreed to subject to Schedule 8.1(b). The disclosure of any matter in any section of the Disclosure Schedules shall be deemed to be a disclosure by Sunoco for all purposes of this Agreement and all other sections of the ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Disclosure Schedules to which such disclosure reasonably would be inferred. The listing of any matter on the Disclosure Schedules shall expressly not be deemed to constitute an admission by Sunoco or any Contributing Subsidiary, or to otherwise imply, that any such matter is material, is required to be disclosed by Sunoco under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Disclosure Schedules relating to any possible breach or violation by Sunoco or any other Person of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Disclosure Schedules be deemed or interpreted to expand the scope of Sunoco’s representations, warranties or covenants set forth in this Agreement. Any reference herein to Law or to a legal requirement (or, with respect to any statute, ordinance, code, rule or regulation, any provision thereof) shall be deemed to include reference to all Laws and or to such legal requirement and any legal requirement promulgated thereunder (or provision thereof, as applicable), including any successor thereto, respectively, in each case, as may be amended. If (i) TCG provides notice to Sunoco by July 10, 2012 that it believes in good faith that (x) any item or disclosure that was not included in the draft Disclosure Schedules circulated to TCG prior to Friday, June 29, 2012 at 6:00 PM Eastern time but is included in the Disclosure Schedules and is material to, and inconsistent with the information provided to TCG prior to such time and related to the Refinery, the Refinery Assets, the Refinery Business, the Assumed Liabilities or the Contemplated Transactions or (y) any document loaded to the “Philadelphia” or “Common Documents” Project Luke data room after June 29, 2012 at 6:00 PM Eastern time that is material to, and inconsistent with the information provided to TCG prior to such time and related to the Refinery, the Refinery Assets, the Refinery Business, the Assumed Liabilities or the Contemplated Transactions, or (ii) Sunoco provides notice to TCG by July 10, 2012 that it believes in good faith that there were any errors or omissions in the Disclosure Schedules arising from any items or disclosures therein (or omitted to be included therein) for which the correction of which would not be inconsistent with the information provided to TCG prior to such time related to the Refinery, the Refinery Assets, the Refinery Business, the Assumed Liabilities or the Contemplated Transactions, in either case with the notice identifying such item, disclosure or document, promptly after delivery of either such notice, if any, the Parties agree to discuss in good faith whether revisions to the Disclosure Schedules with respect to such items, disclosures or documents should be made, and any changes contemplated by this sentence shall be contained in a written instrument executed by the Parties in accordance with Section 12.1, it being further understood that Sunoco shall use reasonable best efforts to provide complete and correct copies of all Contracts listed on the Disclosure Schedules but not previously made available to TCG in the “Philadelphia” or “Common Documents” Project Luke data room (other than Multi-Site Contracts) by the close of business on the third (3rd) Business Day following the date hereof.

Headings; References; Interpretation. In All Section headings in this Agreement, unless a clear contrary intention appears: (i) pronouns in Agreement are for convenience only and shall not be deemed to control or affect the masculine, feminine and neuter genders shall be construed to include meaning or construction of any other gender and of the provisions hereof. The words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation;” (iii) the word “or” is inclusive; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,herein” and “hereunder” and words of similar import import, when used in this Agreement, shall refer to this Agreement as a whole, including the all Exhibits attached hereto, and not to any particular subdivision unless expressly so limited; (v) provision of this Agreement. All references herein to Sections shall be deemed to be references to Articles and Sections refer to Articles and the Sections of this Agreement; . The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (visuch as “without limitation”, “but not limited to”, or words of similar import) references in any Article is used with reference thereto, but rather shall be deemed to refer to all other items or Section or definition to any clause means such clause matters that could reasonably fall within the broadest possible scope of such Articlegeneral statement, Section term or definition; (vii) matter. The word “or” as used herein is not exclusive and shall be deemed to have the meaning “and/or”. Unless the context requires otherwise, all references herein to Exhibits are an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the items identified separately in writing extent permitted by the parties hereto as the described Exhibits attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein; (viii) all references to money refer to the lawful currency of the United States; and (ix) references to “federal” or “Federal” means U.S. federal or U.S. Federal, respectivelyprovisions thereof. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Headings; References; Interpretation. In this Agreement, unless a clear contrary intention appears: appears (ia) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender and words in the singular form shall be construed to include includes the plural and vice versa; (iib) reference to a Person includes such Person’s successors and assigns but, in the term “including” shall be construed case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to be expansive rather than limiting a Person in nature and to mean “including, without limitation;” (iii) the word “or” is inclusivea particular capacity excludes such Person in any other capacity; (ivc) the words “reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” ), document or instrument means such agreement, document, or instrument, as amended or modified and words of similar import refer in effect from time to this Agreement as a wholetime in accordance with the terms thereof and, including if applicable, the Exhibits attached hereto, and not to any particular subdivision unless expressly so limited; (v) references to Articles and Sections refer to Articles and Sections terms of this Agreement; (vie) reference to any Exhibit, Section or Article means such Exhibit, Section or Article of this Agreement, and references in any Exhibit, Section or Article or Section or definition to any clause means such clause of such ArticleExhibit, Section Section, Article or definition; (viif) “hereunder,” “hereof,” “hereto” and words of similar import are references to Exhibits are this Agreement as a whole and not to the items identified separately in writing by the parties hereto as the described Exhibits attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full hereinany particular provision hereof; (viiig) the word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”; and (h) all references to money refer to the lawful currency of the United States; and (ix) references to “federal” or “Federal” means U.S. federal or U.S. Federal, respectively. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement. All capitalized terms not defined in the Disclosure Schedules shall have the meanings assigned to them in this Agreement. None of the statements in the Disclosure Schedules are intended to constitute, or shall be construed as constituting, covenants or agreements of any Party. Each representation and warranty of Sunoco in this Agreement is made and given subject to the disclosures and exceptions set forth on the Disclosure Schedules. The covenants in Section 8.1(b) are agreed to subject to Schedule 8.1(b). The disclosure of any matter in any section of the Disclosure Schedules shall be deemed to be a disclosure by Sunoco for all purposes of this Agreement and all other sections of the Disclosure Schedules to which such disclosure reasonably would be inferred. The listing of any matter on the Disclosure Schedules shall expressly not be deemed to constitute an admission by Sunoco or any Contributing Subsidiary, or to otherwise imply, that any such matter is material, is required to be disclosed by Sunoco under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Disclosure Schedules relating to any possible breach or violation by Sunoco or any other Person of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Disclosure Schedules be deemed or interpreted to expand the scope of Sunoco’s representations, warranties or covenants set forth in this Agreement. Any reference herein to Law or to a legal requirement (or, with respect to any statute, ordinance, code, rule or regulation, any provision thereof) shall be deemed to include reference to all Laws and or to such legal requirement and any legal requirement promulgated thereunder (or provision thereof, as applicable), including any successor thereto, respectively, in each case, as may be amended. If (i) TCG provides notice to Sunoco by July 10, 2012 that it believes in good faith that (x) any item or disclosure that was not included in the draft Disclosure Schedules circulated to TCG prior to Friday, June 29, 2012 at 6:00 PM Eastern time but is included in the Disclosure Schedules and is material to, and inconsistent with the information provided to TCG prior to such time and related to the Refinery, the Refinery Assets, the Refinery Business, the Assumed Liabilities or the Contemplated Transactions or (y) any document loaded to the “Philadelphia” or “Common Documents” Project Luke data room after June 29, 2012 at 6:00 PM Eastern time that is material to, and inconsistent with the information provided to TCG prior to such time and related to the Refinery, the Refinery Assets, the Refinery Business, the Assumed Liabilities or the Contemplated Transactions, or (ii) Sunoco provides notice to TCG by July 10, 2012 that it believes in good faith that there were any errors or omissions in the Disclosure Schedules arising from any items or disclosures therein (or omitted to be included therein) for which the correction of which would not be inconsistent with the information provided to TCG prior to such time related to the Refinery, the Refinery Assets, the Refinery Business, the Assumed Liabilities or the Contemplated Transactions, in either case with the notice identifying such item, disclosure or document, promptly after delivery of either such notice, if any, the Parties agree to discuss in good faith whether revisions to the Disclosure Schedules with respect to such items, disclosures or documents should be made, and any changes contemplated by this sentence shall be contained in a written instrument executed by the Parties in accordance with Section 12.1, it being further understood that Sunoco shall use reasonable best efforts to provide complete and correct copies of all Contracts listed on the Disclosure Schedules but not previously made available to TCG in the “Philadelphia” or “Common Documents” Project Luke data room (other than Multi-Site Contracts) by the close of business on the third (3rd) Business Day following the date hereof.