Common use of Restricted Payments; Distributions and Redemptions; Payments on Excluded Affiliate Debt Clause in Contracts

Restricted Payments; Distributions and Redemptions; Payments on Excluded Affiliate Debt. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary of SXL Operations (other than the Borrower) may make Restricted Payments to SXL Operations, the Borrower or to another Subsidiary, on at least a pro rata basis with any other holders of its capital stock or other equity interests if such Subsidiary is not wholly-owned by SXL Operations and other wholly-owned Subsidiaries; (ii) the Borrower may declare and make Restricted Payments to SXL Operations, and may redeem or repurchase its partner interests, in each case, in compliance with the Partnership Agreement (SXL Marketing); provided, that no Default or Event of Default exists at the time of, or would result from the making of, such Restricted Payment or such redemption or repurchase; (iii) SXL Operations may declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (SXL Operations) and SXL Operations may redeem or repurchase its partner interests to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed in the aggregate Available Cash as defined in the Partnership Agreement (SXL Operations) and are made in accordance with the Partnership Agreement (SXL Operations); provided, that (A) at the time each such Quarterly Distribution is made, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (B) at the time each such redemption or repurchase is made, no Default or Event of Default exists or would result therefrom; and (iv) the MLP may (A) declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (MLP) and the MLP may redeem or repurchase its limited partnership units to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed, in the aggregate Available Cash as defined in the Partnership Agreement (MLP) and are made in accordance with the Partnership Agreement (MLP), provided, that (1) at the time each such Quarterly Distribution is made, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (2) at the time each such redemption or repurchase is made, no Default or Event of Default exists or would result therefrom; and (B) redeem Common Units with the proceeds received from a substantially concurrent issuance of new Common Units or other Parity Units; provided that (1) each such redemption complies with the terms of the Partnership Agreement (MLP), and (2) at the time each such redemption is made, no Default or Event of Default exists or would result therefrom. As used in this paragraph, “Common Units” and “Parity Units” have the meaning given to them in the Partnership Agreement (MLP). (b) Make or permit to be made by SXL Operations or any Subsidiary of SXL Operations any payments of principal or interest in respect of Excluded Affiliate Debt (i) if a Default or Event of Default exists at the time of such payment or would occur as a result of such payment, or (ii) if such payment would otherwise be prohibited by the terms of the subordination agreement applicable to such Excluded Affiliate Debt.

Restricted Payments; Distributions and Redemptions; Payments on Excluded Affiliate Debt. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary of SXL Operations (other than the Borrower) may make Restricted Payments to SXL Operations, the Borrower or and to another Subsidiary, on at least a pro rata basis with any other holders Wholly-Owned Subsidiaries of its capital stock or other equity interests if such Subsidiary is not wholly-owned by SXL Operations and other wholly-owned Subsidiariesthe Borrower; (ii) the Borrower may declare and make Restricted Payments to SXL Operations, and may redeem or repurchase its partner interests, in each case, in compliance with the Partnership Agreement (SXL Marketing); provided, that no Default or Event of Default exists at the time of, or would result from the making of, such Restricted Payment or such redemption or repurchase; (iii) SXL Operations may declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (SXL OperationsBorrower) and SXL Operations the Borrower may redeem or repurchase its partner interests to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed in the aggregate Available Cash as defined in the Partnership Agreement (SXL OperationsBorrower) for the immediately preceding fiscal quarter and are made in accordance with the Partnership Agreement (SXL OperationsBorrower); provided, that (A) at the time each such Quarterly Distribution is madeDistribution, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (B) at the time each such redemption or repurchase is made, made no Default or Event of Default exists or would result therefrom; and (iviii) the MLP may (A) declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (MLP) and the MLP may redeem or repurchase its limited partnership units to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed, in the aggregate Available Cash as defined in the Partnership Agreement (MLP) for the immediately preceding fiscal quarter and are made in accordance with the Partnership Agreement (MLP), provided, that (1) at the time each such Quarterly Distribution is madeDistribution, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (2) at the time each such redemption or repurchase is made, made no Default or Event of Default exists or would result therefrom; and (B) redeem Common Units with the proceeds received from a substantially concurrent issuance of new Common Units or other Parity Units; provided that (1) , so long as each such redemption complies with the terms of the Partnership Agreement (MLP), and (2) at the time each such redemption is made, no Default or Event of Default exists or would result therefrom. As used in this paragraph, “Common Units” and “Parity Units” have the meaning given to them in the Partnership Agreement (MLP). (b) Make or permit to be made by SXL Operations the Borrower or any Subsidiary of SXL Operations the Borrower any payments of principal or interest in respect of Excluded Affiliate Debt (i) if a Default or Event of Default exists at the time of such payment or would occur as a result of such payment, or (ii) if such payment would otherwise be prohibited by the terms of the subordination agreement applicable to such Excluded Affiliate Debt.

Restricted Payments; Distributions and Redemptions; Payments on Excluded Affiliate Debt. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary of SXL Operations (other than the Borrower) may make Restricted Payments to SXL Operations, the Borrower or to another Subsidiary, on at least a pro rata basis with any other holders of its capital stock or other equity interests if such Subsidiary is not wholly-wholly owned by SXL Operations and other wholly-wholly owned Subsidiaries; (ii) the Borrower may declare and make Restricted Payments to SXL Operations, and may redeem or repurchase its partner interests, in each case, in compliance with the Partnership Agreement (SXL Marketing); provided, that no Default or Event of Default exists at the time of, or would result from the making of, such Restricted Payment or such redemption or repurchase; (iii) SXL Operations may declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (SXL Operations) and SXL Operations may redeem or repurchase its partner interests to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed in the aggregate Available Cash as defined in the Partnership Agreement (SXL Operations) and are made in accordance with the Partnership Agreement (SXL Operations); provided, that (A) at the time each such Quarterly Distribution is made, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (B) at the time each such redemption or repurchase is made, no Default or Event of Default exists or would result therefrom; and (iv) the MLP may (A) declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (MLP) and the MLP may redeem or repurchase its limited partnership units to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed, in the aggregate Available Cash as defined in the Partnership Agreement (MLP) and are made in accordance with the Partnership Agreement (MLP), provided, that (1) at the time each such Quarterly Distribution is made, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (2) at the time each such redemption or repurchase is made, no Default or Event of Default exists or would result therefrom; and (B) redeem Common Units with the proceeds received from a substantially concurrent issuance of new Common Units or other Parity Units; provided that (1) each such redemption complies with the terms of the Partnership Agreement (MLP), and (2) at the time each such redemption is made, no Default or Event of Default exists or would result therefrom. As used in this paragraph, “Common Units” and “Parity Units” have the meaning given to them in the Partnership Agreement (MLP). (b) Make or permit to be made by SXL Operations or any Subsidiary of SXL Operations any payments of principal or interest in respect of Excluded Affiliate Debt (i) if a Default or Event of Default exists at the time of such payment or would occur as a result of such payment, or (ii) if such payment would otherwise be prohibited by the terms of the subordination agreement applicable to such Excluded Affiliate Debt.

Restricted Payments; Distributions and Redemptions; Payments on Excluded Affiliate Debt. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary of SXL Operations (other than the Borrower) may make Restricted Payments to SXL Operations, the Borrower or to another Subsidiary, on at least a pro rata basis with any other holders of its capital stock or other equity interests if such Subsidiary is not wholly-wholly owned by SXL Operations the Borrower and other wholly-wholly owned Subsidiaries; (ii) the Borrower may declare and make Restricted Payments to SXL Operations, and may redeem or repurchase its partner interests, in each case, in compliance with the Partnership Agreement (SXL Marketing); provided, that no Default or Event of Default exists at the time of, or would result from the making of, such Restricted Payment or such redemption or repurchase; (iii) SXL Operations may declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (SXL OperationsBorrower) and SXL Operations the Borrower may redeem or repurchase its partner interests to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed in the aggregate Available Cash as defined in the Partnership Agreement (SXL OperationsBorrower) and are made in accordance with the Partnership Agreement (SXL OperationsBorrower); provided, that (A) at the time each such Quarterly Distribution is made, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (B) at the time each such redemption or repurchase is made, no Default or Event of Default exists or would result therefrom; and (iviii) the MLP may (A) declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (MLP) and the MLP may redeem or repurchase its limited partnership units to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed, in the aggregate Available Cash as defined in the Partnership Agreement (MLP) and are made in accordance with the Partnership Agreement (MLP), provided, that (1) at the time each such Quarterly Distribution is made, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (2) at the time each such redemption or repurchase is made, no Default or Event of Default exists or would result therefrom; and (B) redeem Common Units with the proceeds received from a substantially concurrent issuance of new Common Units or other Parity Units; provided that (1) each such redemption complies with the terms of the Partnership Agreement (MLP), and (2) at the time each such redemption is made, no Default or Event of Default exists or would result therefrom. As used in this paragraph, “Common Units” and “Parity Units” have the meaning given to them in the Partnership Agreement (MLP). (b) Make or permit to be made by SXL Operations the Borrower or any Subsidiary of SXL Operations the Borrower any payments of principal or interest in respect of Excluded Affiliate Debt (i) if a Default or Event of Default exists at the time of such payment or would occur as a result of such payment, or (ii) if such payment would otherwise be prohibited by the terms of the subordination agreement applicable to such Excluded Affiliate Debt.

Restricted Payments; Distributions and Redemptions; Payments on Excluded Affiliate Debt. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary of SXL Operations (other than the Borrower) may make Restricted Payments to SXL Operations, the Borrower or and to another Subsidiary, on at least a pro rata basis with any other holders Wholly-Owned Subsidiaries of its capital stock or other equity interests if such Subsidiary is not wholly-owned by SXL Operations and other wholly-owned Subsidiariesthe Borrower; (ii) the Borrower may declare and make Restricted Payments to SXL Operations, and may redeem or repurchase its partner interests, in each case, in compliance with the Partnership Agreement (SXL Marketing); provided, that no Default or Event of Default exists at the time of, or would result from the making of, such Restricted Payment or such redemption or repurchase; (iii) SXL Operations may declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (SXL OperationsBorrower) and SXL Operations the Borrower may redeem or repurchase its partner interests to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed in the aggregate Available Cash as defined in the Partnership Agreement (SXL OperationsBorrower) for the immediately preceding fiscal quarter and are made in accordance with the Partnership Agreement (SXL OperationsBorrower); provided, that (A) at the time each such Quarterly Distribution is madeDistribution, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (B) at the time each such redemption or repurchase is made, made no Default or Event of Default exists or would result therefrom; and (iviii) the MLP may (A) declare and make Quarterly Distributions of Available Cash as defined in the Partnership Agreement (MLP) and the MLP may redeem or repurchase its limited partnership units to the extent such Quarterly Distributions, redemptions and repurchases in any fiscal quarter do not exceed, in the aggregate Available Cash as defined in the Partnership Agreement (MLP) for the immediately preceding fiscal quarter and are made in accordance with the Partnership Agreement (MLP), provided, that (1) at the time each such Quarterly Distribution is madeDistribution, no Default that could become an Event of Default pursuant to Section 8.01(f) exists and no Event of Default exists or would result therefrom, and (2) at the time each such redemption or repurchase is made, made no Default or Event of Default exists or would result therefrom; and (B) redeem Common Units with the proceeds received from a substantially concurrent issuance of new Common Units or other Parity Units; provided that (1) , so long as each such redemption complies with the terms of the Partnership Agreement (MLP), and (2) at the time each such redemption is made, no Default or Event of Default exists or would result therefrom. As used in this paragraph, “Common Units” and “Parity Units” have the meaning given to them in the Partnership Agreement (MLP). (b) Make or permit to be made by SXL Operations or any Subsidiary of SXL Operations any payments of principal or interest in respect of Excluded Affiliate Debt (i) if a Default or Event of Default exists at the time of such payment or would occur as a result of such payment, or (ii) if such payment would otherwise be prohibited by the terms of the subordination agreement applicable to such Excluded Affiliate Debt.