Common use of Conditions to Legal or Covenant Defeasance Clause in Contracts

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Notes: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and of such principal or installment of principal of, premium, if any, or interest on the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Dateoutstanding Notes; (2b) in the case of an election under Section 8.02 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this IndentureIssuance Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 6.01(h) and 6.01(i) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (other than a Default or Event greater period of Default resulting from time in which any such deposit of trust funds may remain subject to Bankruptcy Law insofar as those apply to the borrowing of funds to be applied to such depositdeposit by the Company); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6f) the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7h) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Mortgage Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers must irrevocably deposit with the Mortgage Note Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants as evidenced by a certificate delivered to the Mortgage Note Trustee, to pay the principal of, or interest premium and premiumLiquidated Damages, if any, and interest on the outstanding Mortgage Notes of that series on the stated maturity date for payment thereof or on the an applicable Redemption Dateredemption date, as the case may be, of such principal of, premium and Liquidated Damages, if any, or interest on the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Dateoutstanding Mortgage Notes; (2b) in the case of an election under Section 8.02 hereof, the Issuers must deliver shall have delivered to the Mortgage Note Trustee an Opinion of Counsel in the United States reasonably acceptable to the Mortgage Note Trustee confirming that: , subject to customary assumptions and exclusions, (A) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (B) since the date of this IndentureIssuance Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Mortgage Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver shall have delivered to the Mortgage Note Trustee an Opinion of Counsel in the United States reasonably acceptable to the Mortgage Note Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Mortgage Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing pursuant to Section 6.01(a), 6.01(b), 6.01(i) or 6.01(j) hereof on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuers or any of its their Subsidiaries is a party or by which Sunoco LP the Issuers or any of its their Subsidiaries is bound; (6f) the Issuers must deliver shall have delivered to the Mortgage Note Trustee an Opinion of Counsel in the United States to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable United States, state law and that the Mortgage Note Trustee has a perfected security interest in such trust for the ratable benefit of the Holders of Mortgage Notes; (g) the Issuers shall have delivered to the Mortgage Note Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7h) the Issuers must deliver shall have delivered to the Mortgage Note Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel in the United States, which Opinion of Counsel may be subject to customary assumptions and exclusions, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 Sections 8.03 or Section 8.03 hereof with respect to a series of Notes8.04: (1) the Co-Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will shall be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, of or interest and premiumpremium and Additional Interest, if any, on the outstanding Notes of that series on the stated date for payment thereof Stated Maturity or on the applicable Redemption Date, as the case may be, and the Co-Issuers must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereof8.03, the Co-Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Co-Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (Bb) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof8.04, the Co-Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from from, or otherwise arising in connection with, the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP any Co-Issuer or any of its Subsidiaries is a party or by which Sunoco LP any Co-Issuer or any of its Subsidiaries is bound; (6) the Co-Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Co-Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Co-Issuers or any of their Subsidiaries or with the intent of defeating, hindering, delaying or defrauding any creditors of the Co-Issuers or any of their Subsidiaries or others; and (7) the Co-Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to an election under Section 8.03 need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation shall become due and payable within one year under arrangements reasonably satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name and at the expense of the Co-Issuers. If the funds deposited with the trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the obligations of the Co-Issuers and the Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest due on the outstanding Notes of that series on the stated Stated Maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions; (A) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (B) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will shall be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of its Subsidiaries is boundLiens in connection therewith); (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance of the defeasance options under either Section 8.02 8.2 or Section 8.03 hereof 8.3 hereof, the Defeasor must comply with respect to a series of Notesthe following conditions: (1) the Issuers must Defeasor shall have irrevocably deposit deposited in trust (the “Defeasance Trust”), with the Trustee, in trust, Trustee for the benefit of the Holders holders of Notes of that seriesthe Notes, cash euro or euro-denominated Government Obligations in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficientsufficient for the payment of principal, in the opinion of a nationally recognized investment bankpremium, appraisal firm or firm of independent public accountantsif any, to pay the principal of, or interest and premiumAdditional Amounts, if any, on the outstanding Notes of that series on the stated date for payment thereof to redemption or on the applicable Redemption Datematurity, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver Defeasor shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable (subject to the Trustee confirming that: (Acustomary exceptions and exclusions) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders that holders of the outstanding Notes of that series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Legal Defeasance deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred. In the case of Legal Defeasance only, such Opinion of Counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. Federal income tax law; (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver Defeasor shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in Bermuda (subject to customary exceptions and exclusions), to the Trustee confirming effect that the Holders holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes of Bermuda as a result of such Covenant Defeasance deposit and defeasance and will be subject to federal income tax on in Bermuda for the same amounts, amount and in the same manner and at the same times as would have been the case if such Covenant Defeasance deposit and defeasance had not occurred; (4) no Default or Event of Default with respect (other than to that series of incur indebtedness used to defease the Notes under this Article VIII) shall have occurred and be continuing on the date of such deposit (other than a Default in the Defeasance Trust or Event insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time in the borrowing of funds to be applied to such period ending on the 91st day after the date or deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, of any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Restricted Subsidiaries is a party or by which Sunoco LP the Issuer or any of its Restricted Subsidiaries is bound; (6) the Issuers must deliver Defeasor shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders holders of the Notes of that series over the any other creditors of the Issuers Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Issuer or others; and; (7) the Issuers must deliver Defeasor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Defeasor shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction in which the Defeasance Trust funds are held (subject to customary exceptions) to the effect that (A) the Defeasance Trust funds will not be subject to any rights of holders of Indebtedness, including, without limitation, those arising under this Indenture and (B) after the 181st day following the deposit, the Defeasance Trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under the laws of the jurisdiction in which the Defeasance Trust funds are held and that the Trustee has a perfected security interest in such Defeasance Trust funds for the ratable benefit of the holders of the Notes.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion as a matter of policy, in the opinion of the Issuer’s chief financial officer), to pay the principal amount of, or interest and premium, if any, and (without duplication), interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Aa) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bb) since the date issuance of this Indenturethe Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for federal U.S. Federal income tax purposes purposes, as a result of such Legal Defeasance and will shall be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any First Lien Obligations or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting from any borrowing of its Subsidiaries is boundfunds to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds shall not be subject to the effect of Section 547 of the Bankruptcy Law; (7) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either Section 8.02 or 8.03 to the outstanding Notes. The Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Notesmay be exercised only if: (1a) the Issuers must Company irrevocably deposit deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations, in amounts as will be an amount sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof Stated Maturity or on the applicable Redemption Datenext redemption date, as the case may be, and the Issuers must Company shall specify whether such the Notes are being defeased to such stated date for payment maturity or to a such particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) since subsequent to the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have has occurred and be is continuing on the date of such deposit and after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries Restricted Subsidiary is a party or by which Sunoco LP the Company or any of its Subsidiaries Restricted Subsidiary is bound; (6f) the Issuers Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders holders of the Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7g) the Issuers must deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following are the conditions precedent to the application of either Section 8.2 or 8.3 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1) the Issuers Xxxxxx Publishing must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that series, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (Aa) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuers or any of its their Subsidiaries is a party or by which Sunoco LP Xxxxxx Publishing or any of its Subsidiaries is bound; (6) the Issuers must deliver shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and; (7) the Issuers must deliver shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; (8) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that: (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture; and (b) assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (9) certain other customary conditions precedent are satisfied. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) i. the Issuers Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, interest and Additional Interest, if any, due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) ii. in the case of an election under Section 8.02 hereof, Legal Defeasance the Issuers must deliver Company shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions; (A) a. the Issuers have Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) b. since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) iii. in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee and Paying Agent an Opinion of Counsel reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) iv. no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) v. such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Company or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Company or any of its Subsidiaries Guarantor is bound; (6) vi. the Issuers must deliver Company shall have delivered to the Trustee and Paying Agent an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuers or othersCompany; and (7) vii. the Issuers must deliver Company shall have delivered to the Trustee and Paying Agent an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable Government Securities, Securities or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion opinion of Counsel reasonably acceptable to the Trustee reputable counsel of national standing confirming that: (Aa) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; ruling or (Bb) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel reputable counsel of national standing shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion opinion of Counsel reasonably acceptable to the Trustee reputable counsel of national standing confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted Subsidiaries is bound; (6) the Issuers must have delivered to the Trustee an opinion of reputable counsel of national standing to the effect that after the 91st day, assuming no intervening bankruptcy, that no Holder is an insider of either of the Issuers following the deposit and that such deposit would not be deemed by a court of competent jurisdiction a transfer for the benefit of either Issuer in its capacity as such, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (7) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) 8) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion opinion of Counselreputable counsel of national standing, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the opinion of reputable counsel of national standing required by clause (2) above with respect to a Legal Defeasance need not be delivered and the conditions set forth in clauses (4)(b) and (6) shall not apply if all applicable Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable; or (b) will become due and payable on the maturity date within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. The following are the conditions precedent to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that series, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (Aa) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Company or others; and; (7) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Noteshereof: (1) the Issuers must shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm firm, or firm of independent public accountants, to pay the principal of, or interest and premiumpremium on, if any, on and interest and Special Interest, if any, on, the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereof, the Issuers must shall deliver to the Trustee an Opinion of Counsel Counsel, subject to customary assumptions and exclusions, reasonably acceptable to the Trustee confirming that: (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel (subject to customary assumptions and exclusions) shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which Sunoco LP the Issuers or any of its Subsidiaries the Guarantors is a party or by which Sunoco LP the Issuers or any of its Subsidiaries is the Guarantors are bound; (6) the Issuers must shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either ‎‎Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriessuch Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants (in the case of a deposit in whole or in part of Government Securities), to pay the principal amount of, or interest and premium, if any, and interest due on the outstanding such Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Ai) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bii) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding such Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding such Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied with respect to such deposit)Notes; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuers or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuers or any Guarantor is bound (other than that resulting from borrowing of its Subsidiaries is boundfunds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and (7g) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1i) the Issuers Company must irrevocably deposit with the Trustee, in trusttrust (the “Defeasance Trust”), for the benefit of the Holders of Notes of that seriesHolders, cash in dollars or U.S. dollars, non-callable Government Securities, Obligations or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, and interest due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date, provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption; and any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) shall only be required to be deposited with the Trustee on or prior to the date of redemption; (2ii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States stating that, subject to the Trustee confirming that:customary assumptions and exclusions; (A1) the Issuers have Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B2) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect stating that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes Notes, in their capacity as Holders and beneficial owners of that series the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3iii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States, subject to the Trustee confirming that customary assumptions and exclusions, stating that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes Notes, in their capacity as Holders and beneficial owners of that series the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4iv) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes and Subsidiary Guarantees: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal ofamount, or premium, if any, and interest and premiumLiquidated Damages, if any, on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion opinion of Counsel reasonably counsel in the United States reason- ably acceptable to the Trustee confirming that: that (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing financing of funds amounts to be applied to such deposit)) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6f) the Issuers must deliver Company shall have delivered to the Trustee an opinion of counsel to the effect that, subject to customary assumptions and exclusions (which assumptions and exclusions shall not relate to the operation of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision), after the 91st day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7h) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars dollars, and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants (which opinion shall be addressed to and delivered to the Trustee), to pay the principal of, or interest and interest, Special Interest, if any, and premium, if any, on the outstanding Notes of that series on the stated date for payment thereof of fixed maturity or on the applicable Redemption Date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated the date for payment of fixed maturity or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (Aa) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuers or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries them is bound; (6) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, of such principal of or premium, if any, or interest on such Notes and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (Aa) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or (Bb) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and in each case the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith); (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the U.S. Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following are the conditions precedent to the application of either Section 8.2 or 8.3 to the outstanding Notes as specified: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (Aa) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted Subsidiaries is bound; (6) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Company or others; and (7) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, which Opinion of Counsel may be subject to customary assumptions and exclusions, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal amount of, or interest and premium, if any, and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Aa) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bb) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any Senior Credit Facility or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which Sunoco LP which, the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following will be the conditions to the application of either Section 7.02 or 7.03 hereof to the Outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficientsufficient (without consideration of any reinvestment of interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm delivered to the Trustee, to pay the principal of, or interest and premium, if any, and interest on the outstanding Outstanding Notes of that series on the stated date for payment thereof Stated Maturity or on the applicable Redemption Date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (A1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B2) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing either: (1) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (2) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under this Indenture or any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is boundbound (other than any such default under this Indenture resulting solely from the borrowing of funds to be applied to such deposit); (6f) the Issuers Company must have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (g) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7h) the Issuers Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions precedent to exercise either the effectiveness of any Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers must Company shall (i) irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, unencumbered cash in U.S. United States dollars, non-callable unencumbered U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the a written opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants delivered to the Trustee, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date, and (ii) irrevocably instruct the Trustee to apply such cash and U.S. Government Obligations to such payments with respect to the Notes; (2b) in the case of an election under Section 8.02 hereof14.2, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 14.3 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had has not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on (i) the date of such deposit (other than a Default or Event of Default resulting from the borrowing Incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article concurrently with such deposit)Incurrence) and (ii) insofar as Section 5.1(g) hereof is concerned, at any time during the period ending on the 91st day after the date of deposit (such condition not being satisfied until such 91st day) ; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6f) the Issuers must deliver Obligors shall have delivered to the Trustee an Opinion of Counsel to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Obligors shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers Obligors or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or othersObligors; and (7h) the Issuers must deliver Obligors shall have delivered to the Trustee an Officers’ Certificate ' Certificates and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following are the conditions precedent to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1) the Issuers Issuer must irrevocably deposit in trust (the “Defeasance Trust”), with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Aa) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bb) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such deposit and Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within 30 days under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes the Issuer shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either The Legal Defeasance option or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Notesoption may be exercised only if: (1a) the Issuers must Company irrevocably deposit deposits in trust with the Trustee, in trust, Trustee money or U.S. Government Obligations for the benefit payment of the Holders of Notes of that series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on and interest, including Special Interest, if any, on, the outstanding Notes of that series on the stated date for payment thereof to be defeased to maturity or on the applicable Redemption Dateredemption, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest, including Special Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest, including Special Interest, if any, when due on all the Notes to be defeased to maturity or redemption, as the case may be; (c) no Default or Event of an election Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (d) such deposit does not constitute a default under Section 8.02 hereof, any other agreement or instrument binding on the Issuers must deliver Company; (e) the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (f) in the case of the Legal Defeasance option, the Company delivers to the Trustee confirming an Opinion of Counsel stating that: (Ai) the Issuers have Company has received from, or there has been published by, from the Internal Revenue Service a ruling; , or (Bii) since the date of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series to be defeased will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such Legal Defeasance defeasance had not occurred; (3g) in the case of an election under Section 8.03 hereofthe Covenant Defeasance option, the Issuers must deliver Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Notes of that series to be defeased will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries is bound; (6h) the Issuers must deliver Company delivers to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or defeasance and discharge of the Covenant Defeasance Notes to be defeased have been complied withwith as required by this Indenture.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3: (1) the Issuers Issuer must irrevocably deposit in trust with the Trustee, in trustTrustee (the “Defeasance Trust”), for the benefit of the Holders of Notes of that seriesHolders, cash in United States Dollars or U.S. dollars, non-callable Government Securities, Obligations or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficientsufficient (without consideration of any reinvestment of interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsan Independent Financial Advisor delivered to the Trustee, to pay the principal ofprincipal, or interest and premium, if any, any and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Legal Defeasance pursuant to Section 8.02 hereof8.2, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions: (Ai) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (Bii) since the date issuance of this Indenturethe Initial Notes, there has been a change in the applicable U.S. federal income tax law, law in either case to the effect stating that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Covenant Defeasance pursuant to Section 8.03 hereof8.3, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States stating that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is bound; (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuers or othersIssuer; and (7) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as the Covenant Defeasance case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Notes: (1) the Issuers or the Parent Guarantor must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes of that such series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that such series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers and the Parent Guarantor must specify whether the Notes of such Notes are being series shall be defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (Aa) the Issuers and the Parent Guarantor have received from, or there has been published by, the Internal Revenue Service a ruling; ruling or (Bb) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver or the Parent Guarantor shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing either: (a) on the date of such deposit with respect to such series (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuers or any of its their Restricted Subsidiaries is are a party or by which Sunoco LP the Issuers or any of its their Restricted Subsidiaries is are bound; (6) the Issuers must deliver have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day, assuming no intervening bankruptcy, that no Holder is an insider of either of the Issuers following the deposit and that such deposit would not be deemed by a court of competent jurisdiction a transfer for the benefit of the Issuers in their capacities as such, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (7) the Issuers or the Parent Guarantor must have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes of that such series over the other creditors of the Issuers or the Parent Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuers, the Parent Guarantor or others; and (7) 8) the Issuers or the Parent Guarantor must deliver have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered and the conditions set forth in clauses 4(b) and (6) shall not apply if all applicable Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable or (b) will become due and payable on the maturity date or a redemption date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance of the defeasance options under either Section 8.02 8.2 or Section 8.03 hereof 8.3 hereof, the Defeasor must comply with respect to a series of Notesthe following conditions: (1) the Issuers must Defeasor shall have irrevocably deposit deposited in trust (the “Defeasance Trust”), with the Trustee, in trust, Trustee for the benefit of the Holders holders of Notes of that seriesthe Notes, cash euro or euro-denominated Government Obligations in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficientsufficient for the payment of principal, in the opinion of a nationally recognized investment bankpremium, appraisal firm or firm of independent public accountantsif any, to pay the principal of, or interest and premiumAdditional Amounts, if any, on the outstanding Notes of that series on the stated date for payment thereof to redemption or on the applicable Redemption Datematurity, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver Defeasor shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable (subject to the Trustee confirming that: (Acustomary exceptions and exclusions) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders that holders of the outstanding Notes of that series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Legal Defeasance deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred. In the case of Legal Defeasance only, such Opinion of Counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. Federal income tax law; (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver Defeasor shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in Bermuda (subject to customary exceptions and exclusions), to the Trustee confirming effect that the Holders holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes of Bermuda as a result of such Covenant Defeasance deposit and defeasance and will be subject to federal income tax on in Bermuda for the same amounts, amount and in the same manner and at the same times as would have been the case if such Covenant Defeasance deposit and defeasance had not occurred; (4) no Default or Event of Default with respect (other than to that series of incur indebtedness used to defease the Notes under this Article VIII) shall have occurred and be continuing on the date of such deposit (other than a Default in the Defeasance Trust or Event insofar asEvents of Default resulting from bankruptcy or insolvency events are concerned, at any time in the borrowing of funds to be applied to such period ending on the 91st day after the date or deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, of any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Restricted Subsidiaries is a party or by which Sunoco LP the Issuer or any of its Restricted Subsidiaries is bound; (6) the Issuers must deliver Defeasor shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders holders of the Notes of that series over the any other creditors of the Issuers Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Issuer or others; and; (7) the Issuers must deliver Defeasor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Defeasor shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction in which the Defeasance Trust funds are held (subject to customary exceptions) to the effect that (A) the Defeasance Trust funds will not be subject to any rights of holders of Indebtedness, including, without limitation, those arising under this Indenture and (B) after the 181st day following the deposit, the Defeasance Trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under the laws of the jurisdiction in which the Defeasance Trust funds are held and that the Trustee has a perfected security interest in such Defeasance Trust funds for the ratable benefit of the holders of the Notes.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers Issuer must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, interest and Additional Interest, if any, due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereof, Legal Defeasance the Issuers must deliver Issuer shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions; (A) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee and Paying Agent an Opinion of Counsel reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the applicability of either Section 8.02 or Section 8.03 hereof with respect to a series of the outstanding Notes: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (Aa) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of the outstanding Notes shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5deposits and the grant of any Lien securing such borrowings) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted Subsidiaries is bound; (6) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Company or others; and; (7) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Company shall have delivered to the Trustee an Opinion of Counsel, stating that assuming no intervening bankruptcy of the Company between the date of deposit and the 124th day following the date of deposit and that no Holder is an insider of the Company, after the 124th day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause Section 8.04(b) above with respect to a Legal Defeasance need not be delivered if all outstanding Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date or a redemption date within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section ------- 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal ---- ---- Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Stater Bros. must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest and Liquidated Damages, if any on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, be and the Issuers Stater Bros. must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; redemption date; (2b) in the case of an election under Section 8.02 ------------ hereof, the Issuers must deliver Stater Bros. shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Stater Bros. has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; ; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver Stater Bros. shall have ------------ delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article 8 concurrently --------- with such incurrence) or insofar as Sections 6.01(vii) or 6.01(viii) hereof is ------------------ ---------- concerned, at any time in the period ending on the 91st day after the date of deposit); ; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP Stater Bros. or any of its Subsidiaries is a party or by which Sunoco LP Stater Bros. or any of its Subsidiaries is bound; ; (6f) Stater Bros. shall have delivered to the Issuers must deliver Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) Stater Bros. shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Stater Bros. with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers Stater Bros. or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Stater Bros. or others; and and (7h) the Issuers must deliver Stater Bros. shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers Company must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Aa) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bb) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default (other than that resulting from borrowing funds to be applied to make the deposit required to effect such Legal Defeasance or Event Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default underunder either Credit Agreement, the Second Lien Notes Indenture or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuers or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuers or any Guarantor is bound (other than that resulting with respect to any Indebtedness being defeased from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such other Indebtedness, and the granting of Liens in connection therewith); (6) the Issuers must deliver shall have delivered to the Trustee an Officers’ Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and (7) 8) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the applicability of either Section 8.02 or 8.03 hereof to the outstanding Notes. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Noteshereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable noncallable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm firm, or firm of independent public accountants, to pay the principal of, or interest premium and premiumLiquidated Damages, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Issuers have has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor are a party or by which the Issuers or any Guarantor are bound; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP either of the Issuers or any of its Premier's Restricted Subsidiaries is a party or by which Sunoco LP the Issuers or any of its Premier's Restricted Subsidiaries is are bound; (6) the Issuers must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of either of the Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Senior Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Company must irrevocably deposit with the Senior Note Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. United States dollars, non-non- callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest premium and premiumLiquidated Damages, if any, and interest on the outstanding Senior Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Senior Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must deliver Company shall have delivered to the Senior Note Trustee an Opinion of Counsel in the United States reasonably acceptable to the Senior Note Trustee confirming that: that (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Senior Note Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Senior Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver Company shall have delivered to the Senior Note Trustee an Opinion of Counsel in the United States reasonably acceptable to the Senior Note Trustee confirming that the Holders of the outstanding Senior Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Senior Notes pursuant to this Article 8 concurrently with such deposit)incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the effective date of such defeasance; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Senior Note Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6f) the Issuers must deliver Company shall have delivered to the Senior Note Trustee an Officers’ Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the effective date of such defeasance, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Senior Note Trustee an Officer's Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or othersCompany; and (7h) the Issuers must deliver Company shall have delivered to the Senior Note Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or Section 8.03 hereof with respect to a series of the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (1a) the Issuers must SFC irrevocably deposit deposits with the Trustee, in trusttrust (the "DEFEASANCE TRUST"), for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants of recognized international standing, to pay the principal ofprincipal, or premium, if any, and interest and premiumSpecial Interest, if any, on the outstanding Notes of that series on the stated date for payment thereof Stated Maturity or on the applicable Redemption Datenext available redemption date, as the case may be, and the Issuers SFC must specify whether such the Notes are being defeased to such stated date for payment maturity or to a that particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver SFC delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Issuers have SFC has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver SFC delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes under Section 6.01(ix) or Section 6.01(x) shall have occurred and be continuing at any time in the period ending on the date of such deposit (other than a Default or Event of Default resulting from 91st day after the borrowing of funds to be applied to such deposit)cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust; (5e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP SFC, HoldCo 3 or any of its Restricted Subsidiaries is a party or by which Sunoco LP SFC, HoldCo 3 or any of its Restricted Subsidiaries is bound; (6f) SFC delivers to the Issuers must deliver Trustee an Opinion of Counsel, subject to customary exceptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors' rights; (g) SFC delivers to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers SFC with the intent of preferring the Holders of Notes of that series over the SFC's other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; andSFC; (7h) the Issuers must deliver SFC delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (i) Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, (B) will become due and payable on the maturity date within one year or (C) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of SFC.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, interest and Additional Interest, if any, due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereof, Legal Defeasance the Issuers must deliver shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that:, subject to customary assumptions and exclusions; (A) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee and Paying Agent an Opinion of Counsel reasonably acceptable in the United States confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuers or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuers or any of its Subsidiaries Guarantor is bound; (6) the Issuers must deliver shall have delivered to the Trustee and Paying Agent an OfficersOpinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (7) the Issuers shall have delivered to the Trustee and Paying Agent an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuers or othersIssuers; and (7) 8) the Issuers must deliver shall have delivered to the Trustee and Paying Agent an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 Sections 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in dollars or U.S. dollars, non-callable Government Securities, Obligations or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficientsufficient without consideration of any reinvestment interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants (in the case of U.S. Government Obligations), to pay the principal of, or interest of and premium, if any, and interest, if any, due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions: (A) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect stating that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States stating that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is bound; (6) the Issuers must deliver Issuer shall have delivered to the Trustee an OfficersOpinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 546 and 547 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuers or othersIssuer; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as the Covenant Defeasance case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or Section 8.03 hereof with respect to a series of the outstanding Notes: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, nonU.S. dollar-callable denominated Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Aa) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bb) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith); (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Notesmay be exercised only if: (1a) the Issuers must Company irrevocably deposit deposits with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premiumpremium and Additional Interest, if any, on the outstanding Notes of that series on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than including, without limitation, the Credit Agreement, but excluding this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries may is bound; (6f) the Issuers must deliver Company delivers to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the Company’s other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any the Company’s creditors of the Issuers or others; and (7g) the Issuers must deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The ------------------------------------------- following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Securities and Subsidiary Guarantees: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Securities, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest and Liquidated Damages on the outstanding Notes of that series Securities on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such Notes the Securities are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will Securities shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will Securities shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing financing of funds amounts to be applied to such deposit)) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6f) the Issuers must deliver Company shall have delivered to the Trustee an opinion of counsel to the effect that, subject to customary assumptions and exclusions (which assumptions and exclusions shall not relate to the operation of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision), after the 91st day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (g) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series Securities over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7h) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Notes8.03: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on and interest on, the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereof8.02, the Issuers must deliver Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof8.03, the Issuers Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6) the Issuers Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and; (7) the Issuers Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance set forth in clauses (1) through (6) of this Section 8.04 have been complied with; and (8) the Company must deliver to the Trustee an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2), (3) and (5) of this Section 8.04 have been complied with; provided that the Opinion of Counsel with respect to clause (5) of this Section 8.04 may be to the knowledge of such counsel.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or Section 8.03 hereof with respect to a series of the outstanding Notes: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, Securities or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (A) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (B) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, the Revolving Credit Agreement or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries Subsidiary Guarantor is a party or by which Sunoco LP the Issuer or any Subsidiary Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to the discharge of its Subsidiaries is boundsuch agreement or instrument and, in each case, the granting of Liens in connection therewith); (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Subsidiary Guarantor or others; and (7) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 8.03 or Section 8.03 8.04 hereof with respect to a series of the outstanding Notes: (1a) the Issuers must Issuer shall have irrevocably deposit deposited with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government SecuritiesU.S. government obligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateoptional redemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that: that (A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either each case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance Defeasance, and will be subject to U.S. federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) in the case of Legal Defeasance or Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel or an advance tax ruling from the Canada Revenue Agency (or successor agency), in each case to the effect that the holders and beneficial owners of the Notes will not recognize income, gain, or loss for Canadian federal, provincial or territorial income or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Canadian federal, provincial or territorial income or other tax on the same amounts, in the same manner, and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; (e) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5f) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries is a party or by which Sunoco LP the Issuer or any of its Subsidiaries is bound; (6g) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Issuer pursuant to its election under Section 8.03 and 8.04 hereof was not made by the Issuers Issuer with the intent of preferring the Holders of the Notes over any of that series over the its other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any of its other creditors of the Issuers or others; and (7h) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent provided for or relating to the Legal Defeasance under Section 8.03 hereof or the Covenant Defeasance under Section 8.04 hereof (as the case may be) have been complied withwith as contemplated by this Section 8.05.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1i) the Issuers must Issuer shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable noncallable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent investment bank, appraisal firm firms or firm of independent public accountants, to pay the principal of, or premium, if any, and interest and premiumLiquidated Damages, if any, on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2ii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3iii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4iv) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries is a party or by which Sunoco LP the Issuer or any of its Subsidiaries is bound; (6vi) the Issuers Issuer must deliver to the Trustee an Officers’ Officer's Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (7vii) the Issuers Issuer must deliver to the Trustee an Officers’ Officer's Certificate and an Opinion opinion of Counselcounsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the Outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1a) the Issuers Issuer must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollarsDollars, non-callable Government Securities, Securities or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must deliver Issuer shall have delivered, or cause to be delivered, to the Trustee an Opinion of Counsel reasonably acceptable Counsel, subject to the Trustee customary assumptions and exclusions, confirming that: that (A1) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or , or (B2) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel Counsel, subject to customary assumptions and exclusions, shall confirm that, the Holders of the outstanding Outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver Issuer shall have delivered, or cause to be delivered, to the Trustee an Opinion of Counsel reasonably acceptable Counsel, subject to the Trustee customary assumptions and exclusions, confirming that the Holders of the outstanding Outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of the Issuer makes such deposit deposits (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case, the granting of Liens in connection therewith); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting with respect to any Indebtedness being defeased from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (6f) the Issuers must deliver Issuer shall have delivered, or shall have caused to be delivered, to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7g) the Issuers must deliver Issuer shall have delivered, or shall have caused to be delivered, to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel referred to in clause (b) with respect to a Legal Defeasance shall not be required if all Notes not thereof delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable on the Maturity Date within one year under arrangements satisfactory to the Trustee for giving of notice of redemption by the Trustee, in the Issuer’s name, and at the Issuer’s expense.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Senior Subordinated Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or premium, if any, and interest and premiumLiquidated Damages, if any, on the outstanding Senior Subordinated Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such the Senior Subordinated Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 8.2 hereof, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that: that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Senior Subordinated Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 8.3 hereof, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that the Holders of the outstanding Senior Subordinated Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) or insofar as Sections 6.1(h) or 6.1(i) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP any of the Issuers or any of its their Subsidiaries is a party or by which Sunoco LP any of the Issuers or any of its their Restricted Subsidiaries is bound; (6f) the Issuers must deliver have delivered to the Trustee an Opinion of Counsel (subject to customary qualifications and assumptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Issuers must have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Senior Subordinated Notes of that series over the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and; (7h) the Issuers must deliver have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (i) the Trustee shall have received such other documents, assurances and Opinion of Counsel as are necessary.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trusttrust (the “Defeasance Trust”), for the benefit of the Holders of Notes of that seriesHolders, cash in dollars or U.S. dollars, non-callable Government Securities, Obligations or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, interest and Additional Interest, if any, due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that:, subject to customary assumptions and exclusions; (A) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect stating that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States stating that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is bound; (6) the Issuers must deliver Issuer shall have delivered to the Trustee an OfficersOpinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 546 and 547 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuers or othersIssuer; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as the Covenant Defeasance case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Notes:Defeasance, (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or premium, if any, and interest and premiumLiquidated Damages, if any, on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (Ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) or, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6f) the Issuers Company must have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, after the 123rd day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision or any other applicable federal or New York bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7h) the Issuers Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1a) the Issuers Company must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, expressed in a written certification thereof delivered to the Trustee if U.S. Government Obligations are delivered to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must deliver Company shall have delivered, or cause to be delivered, to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (A1) the Issuers have Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or , or (B2) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred, unless (x) all Notes have become due and payable, or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in our name, and at our expense; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver Company shall have delivered, or cause to be delivered, to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of the Company makes such deposit deposits (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit or the granting of Liens in connection therewith); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries Subsidiary Guarantor is a party or by which Sunoco LP the Company or any Subsidiary Guarantor is bound (other than that resulting with respect to any Indebtedness being defeased from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (6f) the Issuers must deliver Company shall have delivered, or shall have caused to be delivered, to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or any Subsidiary Guarantor or others; and (7g) the Issuers must deliver Company shall have delivered, or shall have caused to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers The Company must irrevocably deposit deposit, or cause to be deposited, with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants delivered to the Trustee, to pay the principal of, or interest and premiuminterest, if anyon, on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Datetheir maturity; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable by an independent U.S. tax counsel of recognized standing (subject to the Trustee customary assumptions and exceptions) confirming that: (Ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; ruling or (Bii) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable by an independent U.S. tax counsel of recognized standing (subject to the Trustee customary assumptions and exceptions) confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under this Indenture or any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries the Company is a party or by which Sunoco LP or any of its Subsidiaries the Company is bound; (6f) the Issuers Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7g) the Issuers Company must deliver to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (subject to customary assumptions and exceptions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance under Section 8.02 hereof or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Noteshereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premiumpremium on, if any, on and interest, if any, on, the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereof, the Issuers Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax lawlaw (or official interpretation thereof), in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof, the Issuers Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which Sunoco LP the Company or any of its Subsidiaries the Guarantors is a party or by which Sunoco LP the Company or any of its Subsidiaries the Guarantors is boundbound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness) and the granting of Liens to secure such borrowings); (6) the Issuers Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7) the Issuers Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1i) the Issuers must Issuer shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable noncallable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent investment bank, appraisal firm firms or firm of independent public accountants, to pay the principal of, or premium, if any, and interest and premiumAdditional Interest, if any, on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2ii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3iii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4iv) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries is a party or by which Sunoco LP the Issuer or any of its Subsidiaries is bound; (6vi) the Issuers Issuer must deliver to the Trustee an Officers’ Officer's Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (7vii) the Issuers Issuer must deliver to the Trustee an Officers’ Officer's Certificate and an Opinion opinion of Counselcounsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, interest and Additional Interest, if any, due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that:, subject to customary assumptions and exclusions; (A) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect stating that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States stating that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP either Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP either Issuer or any of its Subsidiaries Guarantor is bound; (6) the Issuers must deliver shall have delivered to the Trustee an OfficersOpinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (7) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuers or any Guarantor or others; and (7) 8) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Senior Subordinated Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Senior Subordinated Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal ofof and premium, or interest and premiumLiquidated Damages, if any, on the outstanding Senior Subordinated Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the Senior Subordinated Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (Ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Senior Subordinated Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Senior Subordinated Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP the Company or any of its Subsidiaries is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound; (6f) the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Senior Subordinated Notes of that series over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7h) the Issuers must deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either ‎‎Section 8.02 or ‎8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriessuch Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal amount of, or interest and premium, if any, and interest due on the outstanding such Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Ai) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bii) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding such Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding such Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied with respect to such deposit)Notes; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuers or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuers or any Guarantor is bound (other than that resulting from borrowing of its Subsidiaries is boundfunds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and (7g) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesNotes, cash in U.S. United States dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premiumFixed Interest, the maximum remaining amount payable as Contingent Interest, and premium and Liquidated Damages, if any, on the outstanding Notes of that series on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such the Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing either: (i) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) or (ii) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which Sunoco LP or either of the Issuers any of its the Partnership's Restricted Subsidiaries is a party or by which Sunoco LP either of the Issuers or any of its the Partnership's Restricted Subsidiaries is bound; (6f) the Issuers must have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of either of the Issuers or any Guarantor between the date of the deposit and the 91st day following the deposit and assuming that no Holder is an "insider" of either of the Issuers under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Issuers must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of either of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of either of the Issuers or others; and (7h) the Issuers must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance under Section 8.02 hereof or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of Noteshereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollarsdollars sufficient, non-callable Government Securities, the scheduled payments of principal of and interest thereon will be sufficient, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment of interest, to pay the principal of, or interest and premium, if any, on on, the outstanding Notes of that series on to the stated date for payment thereof or on to the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2) in the case of an election Legal Defeasance under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (Aa) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case law to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (b) an opinion of counsel in Canada reasonably acceptable to the Trustee or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such Legal Defeasance and will be subject to Canadian income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election Covenant Defeasance under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders and beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal or Canadian income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal and Canadian income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which Sunoco LP any Issuer or any of its Subsidiaries the Guarantors is a party or by which Sunoco LP any Issuer or any of its Subsidiaries the Guarantors is bound; (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; (7) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (7) 8) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, and interest due on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, of such principal of or premium, if any, or interest on such Notes and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (Aa) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or (Bb) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and in each case the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith); (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the U.S. Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 8.2 or Section 8.03 hereof with respect 8.3 to a series of the outstanding Notes: (1) the Issuers must irrevocably deposit with the Trustee, as trust funds, in trust, trust solely for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollarslegal tender, non-callable U.S. Government Securities, Obligations or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion sufficient (without consideration of a nationally recognized investment bank, appraisal firm or firm any reinvestment of independent public accountants, interest) to pay the principal of, or interest of and premiuminterest, if any, on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that: (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; , or (B) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such this Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States confirming that, subject to customary assumptions and exclusions, the Trustee confirming that the Holders beneficial owners of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness) and the grant of any Lien securing such borrowings); (5) such the Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which Sunoco LP Holdings, the Issuers or any of its their Subsidiaries is a party are parties or by which Sunoco LP Holdings, the Issuers or any of its their Subsidiaries are bound or, if such breach, violation or default would occur, such breach, violation or default is bound;waived as of, and for all purposes, on and after, the date of such deposit; and (6) the Issuers must deliver shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each Counsel stating that all the conditions precedent relating to the Legal Defeasance or the Covenant Defeasance provided for in Section 8.4(1) through Section 8.4(5) have been complied with; provided that the opinion with respect to the condition in Section 8.4(5) may be limited to a review of instruments certified by an Officer as being the only material instruments of the Issuers. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the Issuers’ obligations and the obligations of the Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest due on the outstanding Notes of that series issued under this Indenture on the stated Stated Maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that:, subject to customary assumptions and exclusions; (A) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default underunder the Credit Facilities, the Indenture or any other material agreement or instrument (other than this Indenturethe Indenture to which the Legal Defeasance or Covenant Defeasance relates) to which Sunoco LP which, the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is bound; (6) the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (7) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either ‎Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of the Notes: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriessuch Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal amount of, or interest and premium, if any, and interest due on the outstanding such Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Date; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Ai) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bii) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding such Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding such Notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Default with respect to that series of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied with respect to such deposit)Notes; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuers or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuers or any Guarantor is bound (other than that resulting from borrowing of its Subsidiaries is boundfunds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and (7g) the Issuers must deliver shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or Section 8.03 hereof with respect to a series of the outstanding Notes: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesthe applicable Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premiumpremium (including any Applicable Premium), if any, and interest due on the outstanding such Notes of that series on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (Aa) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (Bb) since the date issuance of this Indenturethe applicable Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding applicable Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding applicable Notes of that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default underunder the Corporate Credit Facilities, the Senior Unsecured Notes or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of its Subsidiaries is boundLiens in connection therewith); (65) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or any Guarantor or others; and (76) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding First Mortgage Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest premium and premiumLiquidated Damages, if any, and interest on the outstanding First Mortgage Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether such the First Mortgage Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding First Mortgage Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of an election under Section 8.03 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding First Mortgage Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds to be applied to such deposit); (5) such Legal Defeasance Indebtedness all or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors portion of the Issuers proceeds of which will be used to defease the First Mortgage Notes pursuant to this Article Eight concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the intent period ending on the 91st day after the date of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.deposit;

Conditions to Legal or Covenant Defeasance. The following are the conditions precedent to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof with respect to a series of NotesDefeasance: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that series, cash in U.S. dollars, non-callable Government SecuritiesU.S. government obligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (Aa) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuers or any of its their Subsidiaries is are a party or by which Sunoco LP the Issuers or any of its their Subsidiaries is are bound; (6) the Issuers must deliver shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and; (7) the Issuers must deliver shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that: (a) either (x) the Company has assigned all its ownership interest in the trust funds to the Trustee or (y) the Trustee has a valid perfected security interest in the trust funds; and (b) assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 hereof with respect to a series of Notes8.3 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notes of that seriesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest of and premium, if any, interest, due on the outstanding Notes of that series issued under this Indenture on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether such Notes are being defeased to such stated date for payment maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions; (A) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the outstanding Notes of that series Notes; will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable confirming that, subject to customary assumptions and exclusions, the Trustee confirming that the Holders, in their capacity as Holders of the outstanding Notes of that series Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect (other than that resulting from borrowing funds to that series be applied to make such deposit and the granting of Notes Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which Sunoco LP which, the Issuer or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Issuer or any of its Subsidiaries Guarantor is bound; (6) the Issuers must deliver Issuer shall have delivered to the Trustee an OfficersOpinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuers Issuer or any Guarantor or others; and (7) 8) the Issuers must deliver Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.