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: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of 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 premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the 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 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 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 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 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 shall 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 and Liquidated Damages, if any, on the outstanding Notes 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 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (A1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B2) 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 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 hereof, the Issuers must deliver have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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); (5) such Legal Defeasance or Covenant Defeasance will and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which either Issuer, any Restricted Subsidiary or any Guarantor is a party or by which either Issuer, any Restricted Subsidiary or any Guarantor is bound; (e) such Legal Defeasance or Covenant Defeasance 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 either Issuer, any Restricted Subsidiary or any of its Subsidiaries Guarantor is a party or by which Sunoco LP or any of its Subsidiaries such Person is bound; (6f) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuers or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder of Notes is an “insider” of either Issuer under applicable bankruptcy law, 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 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 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 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, 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 premiumpremium and Liquidated Damages, if any, on the outstanding Notes 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 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 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 Notes 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 Notes 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 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 6.01(g) or (h) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit 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, 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, as of the date of such opinion, (i) the trust funds will not be subject to the rights of holders of Indebtedness other than the Notes and (ii) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company) following the deposit and assuming no Holder of Notes is an insider of the Company, after the 91st day (or later date until which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company) following the deposit, the trust funds will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable United States or state law; (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 over the other creditors of the Issuers Company or 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the applicable series of 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 firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes of such 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 Issuer must specify whether the Notes of such series are being defeased to such stated date for payment Stated Maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must Issuer shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a 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, subject to customary assumptions and exclusions, the Holders of the outstanding Notes of 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; (3c) in the case of an election under Section 8.03 hereof, the Issuers must Issuer shall deliver 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 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; (4d) no Default or Event of Default with respect to the Notes of the applicable series shall have occurred and be is 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 any similar and simultaneous deposit relating to other Indebtedness), and, in each case, the granting of Liens to secure such borrowings); (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 IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) 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 boundbound (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar and simultaneous deposit relating to other Indebtedness), and, in each case, the granting of Liens to secure such borrowings); (6f) 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 the applicable 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 (7g) the Issuers Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, which Opinion of Counsel may be subject to customary assumptions and exclusions, 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 11.02 or Section 8.03 11.03 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 premium, if any, on the outstanding Outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the 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 11.02 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 Outstanding Notes 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 11.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes 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 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 Regency Energy Partners or any of its Subsidiaries is a party or by which Sunoco LP Regency Energy Partners 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 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 Notes 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 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 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 Notes 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 Notes 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 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 Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence) or insofar as Sections 6.01(i) or 6.01(j) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to be applied bankruptcy or insolvency laws insofar as those apply to such depositthe deposit 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 (which may be subject to customary exceptions) to the effect that (A) on the 91st day following the deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company), the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and (B) the trust funds will not be subject to the rights of holders of Indebtedness other than the Notes; (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 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 (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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofhereof with respect to Securities of any Series: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notessuch Securities, cash in U.S. dollarsDollars, 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 of and premiuminterest, if any, on and any mandatory sinking fund payments in respect of the outstanding Notes Securities of such 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 the Notes Securities 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 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 Securities of 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 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 Securities of 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 the deposit will not result in a breach or Event of Default shall have occurred and be continuing on violation of, or constitute a default under, any other material instrument to which the date of such deposit (other than Company or any Guarantor is a Default party or Event of Default resulting from by which the borrowing of funds to be applied to such deposit)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’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes the Securities of such 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’ 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 (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, as applicable, 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 Special Interest, if any, and premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the 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, subject to customary assumptions and exclusions: (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 Opinion of Counsel shall confirm that, the Holders of the outstanding Notes 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 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; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds to or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will 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 TLLP or any of its Subsidiaries is a party or by which Sunoco LP TLLP or any of its Subsidiaries is bound, or if such breach, violation or default would occur, which is not waived as of, and for all purposes, on and after, the date of such deposit; (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 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of 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 premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the 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 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 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 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 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the 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 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 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 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 shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds to or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will 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 Xxxxx Energy Partners or any of its Subsidiaries is a party or by which Sunoco LP Xxxxx Energy Partners 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 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 Senior Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Senior 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 and Liquidated Damages on the outstanding Senior Notes 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 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 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 opinion of Counsel counsel shall confirm that, the Holders of the outstanding Senior Notes 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 hereof, 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 the Holders of the outstanding Senior Notes 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 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 Eight concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) 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, 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 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 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 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 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 8.2 or Section 8.03 8.3 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 Special Interest, if any, on on, the outstanding Notes 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 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 8.2 hereof, the Issuers Company must deliver 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 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 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 8.3 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 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 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 Debt Facility or other material 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’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes 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’ 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: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on on, the outstanding Notes 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 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 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 will confirm that, the Holders beneficial owners of the outstanding Notes 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 beneficial owners of the outstanding Notes 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 under the 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 Debt), 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 Debt being defeased, discharged or replaced) to which Sunoco LP or any of its Subsidiaries the Issuers is a party or by which Sunoco LP or any of its Subsidiaries is the Issuers are bound; (6) the Issuers must deliver to the Trustee an Officers’ Officer’s Certificate of the Main Issuer stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes 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 and the Collateral Trustee an Officers’ Officer’s Certificate of the Main Issuer and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. In addition, the Collateral will be released from the Lien securing the Notes, as provided in Section 12.04 hereof, in accordance with this Article VIII hereof.

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 5.03 or Section 8.03 hereof5.04 to the Outstanding Securities of a particular series: (1a) the Issuers Issuer must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, in trust, for the benefit of the Holders of Notesthe Securities of that series, cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series), 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, sufficient to pay the principal of, or interest and premium, if any, and interest, if any, due on the outstanding Notes on Securities of that series and any related coupons at the stated date for payment thereof Stated Maturity, or on the applicable Redemption Date, as the case may be, with respect to the outstanding Securities of that series and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Dateany related coupons; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance only, the Issuers must deliver Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Issuers have received from, or there has been published bysubject to customary assumptions and exclusions, the Internal Revenue Service a ruling; or (B) since the date on which Securities of this Indenturesuch series were originally issued, 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 Outstanding Securities 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 and will 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 occurredoccurred or (2) a copy of a ruling or other formal statement or action to that effect received from or published by the U.S. Internal Revenue Service; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance only, the Issuers must deliver Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Notes Outstanding Securities of that series will not recognize income, gain or loss for federal 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 of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default with respect to the Securities of that series (other than any event resulting from the borrowing of funds to be applied to make such deposit) 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 shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) or instrument to which Sunoco LP or any of its Subsidiaries the Issuer is a party or by which Sunoco LP or any of its Subsidiaries the Issuer 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 over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7f) the Issuers must deliver Issuer shall have delivered to the Trustee for the Securities of that series 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. As used in this Article Five, "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust Issuer as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

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 hereofDefeasance: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in Dollars, 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 written opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or premium on, if any, interest and premiumAdditional Interest, if any, on the outstanding Outstanding Notes on at the stated date for payment Stated Maturity thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether 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 (Ai) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) since the date of this the 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 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 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 Outstanding Notes 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 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 incurrence of funds to Debt all or a portion of the proceeds of which shall be applied to such deposit)) or (ii) insofar as Section 7.01(a)(vi) or 7.01(a)(vii) 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, any material agreement or instrument (other than this the Notes and the Indenture) to which Sunoco LP the Partnership or any of its Subsidiaries is a party or by which Sunoco LP the Partnership or any of its Subsidiaries is bound; (6f) the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel to the effect that 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 Issuers 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 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 othersIssuers; and (7h) 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.

Conditions to Legal or Covenant Defeasance. The following will 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 firm, or firm of independent public accountants, to pay the aggregate principal amount of, or interest and premiumpremium and Liquidated Damages, if any, on the outstanding Notes 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 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 Company must deliver 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 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 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 Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 shall will 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; (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 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 over the 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 (7g) the Issuers Company 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether 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 Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that: (A) Parent and the Issuers have Issuer 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 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 Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that the Holders of the outstanding Notes 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 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 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 Parent, the Issuer or any of its their respective Subsidiaries is a party or by which Sunoco LP Parent, the Issuer or any of its their respective Subsidiaries is bound, including the Credit Agreement; (6) Parent and the Issuers Issuer must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by Parent and the Issuers Issuer with the intent of preferring the Holders of Notes over the other creditors of Parent or the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of Parent or the Issuers Issuer or others; and (7) Parent and the Issuers Issuer 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 Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 premiumAdditional Amounts, if any, and interest on the outstanding Notes 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 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 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 Notes 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 Notes 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 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(g) or 6.01(h) 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, 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; (6f) the Issuers must deliver Company 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 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 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 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 Sections 8.02 or 8.03 hereof to any outstanding Series of Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, Trustee in trust, for the benefit of the Holders of NotesHolders, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination of cash in U.S. dollars Dollars and non-callable Government Securities, 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 and discharge the principal of, or interest and premium, if any, on the outstanding Notes of 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 Company must specify whether 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 hereofhereof with respect to any Series of Notes, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel 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 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 such 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 hereofhereof with respect to any Series of Notes, 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 Notes of such 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 shall have occurred and be continuing on the date of such deposit (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 of any Series pursuant to this Article 8 concurrently with such incurrence, or insofar as Sections 6.01(7) or 6.01(8) 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, any material agreement or instrument (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 Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of the Notes 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 shall have delivered 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 and Note Guarantee: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 premium and premiumLiquidated Damages, if any, and interest on the outstanding Notes 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 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 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, the Holders of the outstanding Notes 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 hereof, 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 the Holders of the outstanding Notes 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 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 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 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 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 registered public accountantsaccounting firm, to pay the principal of, or interest and premiumpremium on, if any, on and interest, if any, on, the outstanding Notes 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 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 (subject to the Trustee customary assumptions and exceptions) 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 law, in either case to the effect that, and based thereon such Opinion of Counsel (subject to customary assumptions and exceptions) shall confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable (subject to the Trustee customary assumptions and exceptions) confirming that the Holders of the outstanding Notes 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 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)deposit and any similar and simultaneous deposit relating to other Indebtedness and in each case the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any other material 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 IndentureIndenture and agreements governing other Indebtedness being defeased, discharged or replaced) 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’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes 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’ 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 or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether 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 Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that: (A) Parent and the Issuers have Issuer 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 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 Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that the Holders of the outstanding Notes 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 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 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 Parent, the Issuer or any of its their respective Subsidiaries is a party or by which Sunoco LP Parent, the Issuer or any of its their respective Subsidiaries is bound, including the Credit Agreement; (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 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 to The Company may exercise either its Legal Defeasance option or its Covenant Defeasance under either Section 8.02 or Section 8.03 hereofoption with respect to the Outstanding Securities of a particular series only if: (1a) the Issuers must The Company shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article VIII applicable to it) as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the Holders of Notessuch Securities: (i) an amount in such currency, cash currencies or currency unit in U.S. dollarswhich such Securities and any related coupons are then specified as payable at Stated Maturity, or (ii) non-callable U.S. Government SecuritiesObligations that through the scheduled payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) 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 and discharge, and that shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, or interest of (and premium, if any) and interest, if any, on the outstanding Notes such Outstanding Securities on the stated maturity date for payment thereof of such principal and any installment of principal, or on the applicable Redemption Dateinterest or premium, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Dateif any; (2b) in 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: : (Ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or , or (Bii) 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 confirm that, the Holders of the outstanding Notes Outstanding Securities of 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; (3c) in 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 reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Outstanding Securities of 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; (4d) no No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(a)(v) hereof is concerned, at any time in the period ending on the 124th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) Such Legal Defeasance or Covenant Defeasance 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 the Company is a party or by which the Company is bound (other than a Default breach, violation or Event of Default default resulting from the borrowing of funds to be applied to such deposit); (5f) 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 The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit made by the Company pursuant to its election under Section 8.02 or 8.03 hereof was not made by the Issuers Company with the intent of preferring the Holders of Notes the affected 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; (g) The Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and qualifications, reasonably acceptable to the Trustee 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; and (7h) the Issuers must deliver The Company shall have delivered to the 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of the 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 premium, if any, on on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether 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 pursuant to Section 8.02 hereof, the Issuers must deliver Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Issuers have Issuer 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 will confirm that, the Holders of the outstanding Notes 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 pursuant to Section 8.03 hereof, the Issuers must deliver Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer 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 Issuer or any of its Subsidiaries is a party or by which Sunoco LP the Issuer or any of its Subsidiaries is bound; (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 Issuer with the intent of preferring the Holders of Notes 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 Issuer 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 15.02 or 15.03 to the outstanding Securities of such series: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 Securities of such 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 the Notes Securities of such series 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 SECTION 15.02 hereof, the Issuers must deliver Company 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 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 Notes Securities of 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; (3c) in the case of an election under Section 8.03 SECTION 15.03 hereof, the Issuers must deliver Company 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 Notes Securities of 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; (4d) no Default or Event of Default 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 or issuance of redeemable stock all or a portion of the proceeds of which will be used to be applied defease the Securities of such series pursuant to this Article XV concurrently with such depositincurrence); (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 Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over the any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7g) 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to such stated date for payment Stated Maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must Issuer shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a 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, subject to customary assumptions and exclusions, the Holders of the outstanding Notes 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 Issuer shall deliver 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 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 the Notes shall have occurred and be is 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 any similar and simultaneous deposit relating to other Indebtedness), and, in each case, the granting of Liens to secure such borrowings); (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 IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) 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 boundbound (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar and simultaneous deposit relating to other Indebtedness), and, in each case, the granting of Liens to secure such borrowings); (6f) 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 the Notes 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 (7g) the Issuers Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, which Opinion of Counsel may be subject to customary assumptions and exclusions, 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: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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, 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, or and interest and premium, if any, on on, the outstanding Notes on the stated date for payment thereof of fixed maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated the date for payment of fixed maturity 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 opinion of Counsel 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 opinion of Counsel shall counsel will confirm that, the Holders holders of the outstanding Notes 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 opinion of Counsel counsel reasonably acceptable to the Trustee confirming that the Holders holders of the outstanding Notes 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 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 incurrence of funds to be Indebtedness, the proceeds of which are applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such Indebtedness); (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 Parent or any of its Subsidiaries is a party or by which Sunoco LP the Parent 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 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 Securities: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notesthe Securities, 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, on the outstanding Notes 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 the Notes 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 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 (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 Notes Securities 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 Notes Securities 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 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 6.01(g) or (h) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit 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, 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, as of the date of such opinion, (i) the trust funds will not be subject to the rights of holders of Indebtedness other than the Securities and (ii) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company) following the deposit and assuming no Holder of Securities is an insider of the Company, after the 91st day (or later date until which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company) following the deposit, the trust funds will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable United States or state law; (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 Securities over the other creditors of the Issuers Company or 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. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1i) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, cash in U.S. dollarseuros, non-callable European Government Securities, or a combination of cash in U.S. dollars euros and non-callable European Government Securities, in amounts as will be sufficient, in the opinion of a nationally an internationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or of and interest and premiumpremium and Additional Interest, if any, on the outstanding Notes issued hereunder 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 the such 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 hereof, the Issuers must deliver Company has delivered 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 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 will confirm that, the Holders of the outstanding Notes issued hereunder 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 hereof, the Issuers must deliver Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes issued hereunder 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 shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from from, or arising in connection with, the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit); (5v) 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 Guarantor is a party or by which Sunoco LP the Company or any of its Subsidiaries Guarantor is bound; (6vi) the Issuers Company must deliver 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 or Guarantor Senior Debt, including, without limitation, those arising under this Indenture; and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit, or if longer, the day immediately following the last day on which the deposit may be set aside as preferential payment under applicable law, and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after such day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; (vii) 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 over the other creditors of the Issuers Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or any Guarantor or others; and (7viii) 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 of the Notes have been complied with. (b) Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) 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 Company. (c) Upon satisfaction of the conditions set forth herein and upon the request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

Conditions to Legal or Covenant Defeasance. In order to The Company may exercise either its Legal Defeasance option or its Covenant Defeasance under either Section 8.02 or Section 8.03 hereofoption with respect to the Outstanding Securities of a particular series only if: (1a) the Issuers must The Company shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article VIII applicable to it) as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the Holders of Notessuch Securities: (i) an amount in such currency, cash currencies or currency unit in U.S. dollarswhich such Securities and any related coupons are then specified as payable at Stated Maturity, or (ii) non-callable U.S. Government SecuritiesObligations that through the scheduled payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) 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 and discharge, and that shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, or interest of (and premium, if any) and interest, if any, on the outstanding Notes such Outstanding Securities on the stated maturity date for payment thereof of such principal and any installment of principal, or on the applicable Redemption Dateinterest or premium, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Dateif any; (2b) in 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: : (Ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or , or (Bii) 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 confirm that, the Holders beneficial owners of the outstanding Notes Outstanding Securities of 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; (3c) in 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 reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes Outstanding Securities of 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; (4d) no No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(a)(v) hereof is concerned, at any time in the period ending on the 124th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) Such Legal Defeasance or Covenant Defeasance 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 the Company is a party or by which the Company is bound (other than a Default breach, violation or Event of Default default resulting from the borrowing of funds to be applied to such deposit); (5f) 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 The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit made by the Company pursuant to its election under Section 8.02 or 8.03 hereof was not made by the Issuers Company with the intent of preferring the Holders of Notes the affected 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; (g) The Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and qualifications, reasonably acceptable to the Trustee 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; and (7h) the Issuers must deliver The Company shall have delivered to the 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, Securities 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 the outstanding Notes 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 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 Eldorado 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 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 Eldorado must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 Issuers or any of its Subsidiaries the Guarantors is a party or by which Sunoco LP the Issuers or any of its Subsidiaries the Guarantors is bound; (6) the Issuers Eldorado must deliver 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 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 Eldorado 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 and Additional Interest, if any, on, the outstanding Notes 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 the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2b) 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: (A1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 will confirm that, the Holders of the outstanding Notes 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings, all or a portion of which are 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, 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 Partnership or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Partnership or any of its Subsidiaries Guarantor is bound; (6f) 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 the Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7g) 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 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: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 firm, or firm of independent public accountants, to pay the principal of, or interest premium and premiumLiquidated Damages, if any, on and interest on, the outstanding Notes 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 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 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 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 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;; Notwithstanding the foregoing, no such Opinion of Counsel described in this clause (2) is required to be delivered by the Issuers 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 one year under an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. (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 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 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 the Issuers 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 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 of any series: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of NotesHolders, cash in U.S. United States 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, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay the principal amount at maturity of, or interest and premium, if any, and interest on the outstanding Notes of such 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 the 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 Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America 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 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 such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal 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 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 of America reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of such series 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; (4d) no Default or Event of Default 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 depositincurrence and the grant of a lien to secure such indebtedness); (5e) 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 borrowing) 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; (6f) the Issuers must deliver Company 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 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 stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (g) the Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07 hereof. 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 of such series not therefor delivered to the Registrar for cancellation (A) have become due and payable or (B) will become due and payable on the maturity date or upon redemption within one year under arrangements satisfactory to the Trustee for giving of notice of redemption by the Trustee or Registrar 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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 (including special interest, if any) on, on the outstanding Notes 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 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 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 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)) 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 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. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes issued under either Section 8.02 or Section 8.03 hereofthis Indenture: (1i) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of the Notes, cash in U.S. dollarsDollars, non-non callable U.S. Government Securities, or a combination of cash in U.S. dollars Dollars and non-non callable U.S. Government SecuritiesSecurities (in the case of the Dollar Notes) or cash in euros, non callable European Government Obligations or a combination of cash in euros and non callable European Government Obligations (in the case of the Euro Notes), 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 (including Additional Amounts and premium, if any, ) on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2ii) in the case of an election under Section 8.02 hereof8.02, the Issuers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Issuers have Issuer has 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 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 Opinion of Counsel shall will confirm that, the Holders of the outstanding 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 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 hereof8.03, the Issuers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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 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; (6iv) 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 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 (7v) the Issuers Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, subject to customary assumptions and qualifications, 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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 on, the outstanding Notes 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 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: 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 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 will confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)) 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’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes 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’ 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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, Loan Fees, and interest on the outstanding Notes 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 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 to have Section 8.02 hereofhereof apply, 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 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 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 to have Section 8.03 hereofhereof apply, 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 the Holders of the outstanding Notes 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 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 (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; (6e) the Issuers must deliver Company 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 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 opinion of Counselcounsel, each together 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 Securities: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notesthe Securities, 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, if any, and premiuminterest, if any, on the outstanding Notes Securities 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 the Notes 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 8.2 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 Notes Securities 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 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 Securities 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 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 Section 6.1(f) or (g) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit 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, as of the date of such opinion, (A) the trust funds will not be subject to the rights of holders of Indebtedness other than the Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit, the trust funds will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable United States or state law; (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 Securities over the 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 (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 Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, cash in U.S. United States 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 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, on the outstanding Notes on at the stated date for payment Stated Maturity thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Partnership must specify whether 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 in the United States reasonably acceptable to the Trustee confirming that: that (A) the Issuers have Partnership 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 case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes 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 Partnership 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 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 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 Indebtedness all or a portion of the proceeds of which shall be applied to 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; (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 either of the Issuers or any Restricted Subsidiary of its Subsidiaries the Partnership is a party or by which Sunoco LP either of the Issuers or any Restricted Subsidiary of its Subsidiaries the Partnership is bound; (6f) the Issuers must deliver Partnership 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 Partnership shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers such Issuer with the intent of preferring the Holders of Notes over the any other creditors of such Issuer or the Issuers Subsidiary Guarantors or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or otherssuch Issuer; and (7h) the Issuers must deliver Partnership 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. 81 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 hereofDefeasance: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 Notes 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 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 8.2 hereof, the Issuers must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably in the United States acceptable to the Trustee 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 Notes 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 in the United States acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 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 Restricted Subsidiaries is are bound; (6f) the Issuers must deliver shall 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 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 over the any 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 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 (i) the Trustee shall have received such other documents, assurances and Opinion of Counsel as the Trustee shall have reasonably required.

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: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesNotes of 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 amounts as will be sufficient, in based on the written report or certificate or opinion of a nationally recognized investment bank, or an appraisal firm, valuation firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes of such 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 the Notes of such series 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 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 will confirm that, the Holders and beneficial owners of the outstanding Notes of 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 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 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 shall have with respect to such series of Notes 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 the Issuers or any of its Subsidiaries the Guarantors is a party or by which Sunoco LP the Issuers 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 such 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 Company must deliver to the Trustee an Officers’ Certificate and an Opinion of CounselCertificate, 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 11.02 or Section 8.03 11.03 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of 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 premium, if any, on the outstanding Outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the 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 11.02 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 Outstanding Notes 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 11.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes 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 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 Regency Energy Partners or any of its Subsidiaries is a party or by which Sunoco LP Regency Energy Partners 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 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 and Additional Interest, if any, on, the outstanding Notes 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 the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2b) 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: (A1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 will confirm that, the Holders of the outstanding Notes 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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); (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 IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) 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 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 over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (7g) 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 or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, cash in U.S. dollarsDollars, 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 in Canada or the United States, to pay the principal of, or interest interest, premium and premiumAdditional Interest, if any, on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether 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 hereof, the Issuers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that: (Aa) the Issuers have Issuer 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 United States 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 will not recognize income, gain or loss for United States 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 Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States 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; occurred (4) no Default in the case of an election under Section 8.02 or Event of Default shall have occurred and be continuing on 8.03 hereof, 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 Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent Opinion of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying Counsel qualified to practice in Canada or defrauding any creditors of the Issuers or others; and (7) the Issuers must deliver a ruling from Canada Revenue Agency to the Trustee an Officers’ Certificate and an Opinion effect that Holders who are not resident in Canada will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of Counsel, each stating that all conditions precedent relating to the such Legal Defeasance or Covenant Defeasance, as applicable, and will only be subject to Canadian federal, provincial or territorial income tax and other taxes on the Covenant Defeasance same amounts, in the same manner and at the same times as would have been complied with.the case if such Legal Defeasance or Covenant Defeasance, as applicable, had not occurred;

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: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 interest and Special Interest, if any, on, the outstanding Notes (“Funds in Trust”) 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 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 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 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 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 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 the Funds in Trust (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such depositborrowings); (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 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 being defeased 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 to exercise either Legal Defeasance under Section 8.02 or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof8.03: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes 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 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 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 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 will confirm that, the Holders of the outstanding Notes 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 must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 the Issuers or any of its Subsidiaries the Guarantors is a party or by which Sunoco LP the Issuers 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 over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and; (7) the Issuers Company must deliver to the Trustee an Officers’ Certificate and an Opinion of CounselCertificate, 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. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes and Note Guarantees: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 premiumSpecial Interest, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, be and the Issuers must Company shall specify whether 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 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 Notes 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 Notes 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 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(h) or 6.01(i) 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, 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 (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) 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 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 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. In order The following shall be the conditions to exercise either the application of Legal Defeasance under Section 8.02 or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofto the outstanding Notes: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 premiumAdditional Interest, if any, on the outstanding Notes 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 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 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 Notes 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 Notes 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 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 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 deposit)incurrence) or (B) insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit and receipt of good and readily available funds; (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 Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted Subsidiaries is bound; (6f) the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit and receipt of good and readily available funds, the trust funds will not be part of any "estate" formed by the bankruptcy or reorganization of the Company or subject to the "automatic stay" under the Bankruptcy Code or, in the case of an election under Section 8.03 hereof, will be subject to a first priority perfected Lien in favor of the trustee for the benefit of the Holders; (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 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. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1i) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notesthe Securities of the applicable 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 firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest on the then outstanding Notes Securities of such 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 the Notes Securities of such series are being defeased to such stated date for payment Stated Maturity or to a particular Redemption Date; (2ii) 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 (or Opinions of Counsel) 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 of the Securities of the applicable series, 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 (or Opinions of Counsel) will confirm that, the Holders of the Securities of such series that are then outstanding 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 hereof, the Issuers Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (or Opinions of Counsel) confirming that the Holders of the then outstanding Notes Securities of the applicable 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; (4iv) no Default or Event of Default 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)deposit or liens securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a Default under, any other instrument to which the Company is a party or by which the Company is bound; (5v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, Default under any material agreement or instrument (other than this Indenture) to which Sunoco LP Parent or any of its Subsidiaries is a party or by which Sunoco LP Parent or any of its Subsidiaries is bound; (6vi) 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 Securities of the applicable 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 (7vii) 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 9.02 or Section 8.03 9.03 hereof: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the 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 9.02 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 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 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 9.03 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 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 shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds to or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will 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 TransMontaigne Partners or any of its Subsidiaries is a party or by which Sunoco LP TransMontaigne Partners 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 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, accountants to pay the principal of, or interest and premiumpremium and Liquidated Damages, if any, on the outstanding Notes 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 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 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 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)) 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, 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’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Company or others; and (7) the Issuers Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, which opinion may be subject to customary 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 8.2 or Section 8.03 8.3 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 premium, if any, on on, the outstanding Notes 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 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 8.2 hereof, the Issuers Company must deliver 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 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 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 8.3 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 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 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 Debt Facility or other material instrument to which the Company is a party or by which the Company 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’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes 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’ 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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, sufficient (without reinvestment) in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants selected by the Company, to pay the principal of, or of and interest and premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as redemption date of the case may beprincipal or installment of principal of or interest on the Notes, and the Issuers Holders must specify whether the Notes are being defeased to have a valid, perfected, exclusive security interest in such stated date for payment or to a particular Redemption Datetrust; (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 opinion of Counsel 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 IndentureAgreement, 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 opinion of Counsel counsel shall confirm that, the Holders of the outstanding 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; (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 opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (4d) no Default or Event of Default 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 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 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 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 and Subsidiary Guarantees: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 premiuminterest, if any, on the outstanding Notes 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 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 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 Notes 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 Notes 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 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 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 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 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 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 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 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 reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 6.01(g) and 6.01(h) 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 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 Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted Subsidiaries is bound; (6f) the Issuers must deliver Company 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 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 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 (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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 a 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 the Notes of such Series 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 Supplemental 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 and Beneficial Owners of the outstanding Notes of 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 hereof, the Issuers Company 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 a 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 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 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 a 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 hereofDefeasance: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 premiumAdditional Interest, if any, on the outstanding Notes on the stated date for payment thereof their Stated Maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether 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 in the United States reasonably acceptable to the Trustee 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 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 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 in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 Eight concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) 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, any material agreement or instrument (other than this Indenture) to which Sunoco LP the Issuers or any of its the Restricted Subsidiaries is a party or by which Sunoco LP the Issuers or any of its the Restricted Subsidiaries is bound; (6f) the Issuers must deliver shall have delivered to the 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) each of the Issuers 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 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 (7h) each of 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.

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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 bankbank in the United States or Canada, appraisal firm firm, or firm of independent public accountants, to pay the principal of, or interest premium and premiumLiquidated Damages, if any, on and interest on, the outstanding Notes 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 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 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 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 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) in the case of Legal Defeasance or Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial, territorial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will be subject to Canadian federal, provincial or territorial income tax and other tax on the same amounts, if any, 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 (which condition may not be waived by any Holder of outstanding Notes or the Trustee); (5) no Default or Event of Default 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; (56) 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; (67) 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 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) 8) 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notesthe Note, 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 (except in the case of cash) of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants selected by the Company, to pay the principal of, or interest and premium, if any, on interest and Additional Interest, if any, on, the outstanding Notes on the stated date for payment thereof of fixed maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to such stated the date for payment of fixed maturity or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof, the Issuers must Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a 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 Notes 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 Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)deposit and the granting Liens to secure such borrowings; (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 Company shall 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 over the other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (7g) the Issuers must Company 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. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any series of Securities under either Section 8.02 13.2 or Section 8.03 13.3 hereof: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notesthe Securities of such series, 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 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 and interest and premium, if any, on on, the outstanding Notes Outstanding Securities of such 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 the Notes Securities are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 13.2 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that: (Ai) the Issuers have received from, or there has been published by, the Internal Revenue Service a 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 will state that, the Holders of the outstanding Notes Outstanding Securities of 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; (3c) in the case of an election under Section 8.03 13.3 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that the Holders of the outstanding Notes Outstanding Securities of 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; (4d) no Default or Event of Default respecting such series of Securities 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) the deposit must not result in a breach or violation of, or constitute a default under, any other instrument to which either Issuer or any Guarantor is a party or by which either Issuer or any Guarantor is bound; (f) such Legal Defeasance or Covenant Defeasance will must 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 either Issuer or any of its Subsidiaries is a party or by which Sunoco LP either Issuer or any of its Subsidiaries is bound; (6g) the Issuers must deliver 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 Securities of such series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and; (7h) the Issuers must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating set forth in clauses (a) through (f) of this Section 13.4 have been complied with; and (i) the Issuers must deliver to the Legal Defeasance or the Covenant Defeasance 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 (b), (c) and (f) of this Section 13.4 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of NotesHolders, 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, if any, on, the outstanding Notes 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 the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof8.02, the Issuers must deliver Company shall have delivered to the Trustee Trustee, the Registrar and the Paying Agent an Opinion of Counsel in the U.S. reasonably acceptable to the Trustee confirming that: (A1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; 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 opinion of Counsel shall counsel will confirm that, the Holders of the outstanding Notes 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 hereof8.03, the Issuers Company must deliver to the Trustee Trustee, the Registrar and Paying Agent an Opinion opinion of Counsel counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 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 in connection with, the borrowing of funds to be applied to such depositdeposit pursuant to this Section 8.04 (and any similar concurrent deposit relating to other Indebtedness) and the grant of any Lien securing such borrowing); (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 Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted Subsidiaries is bound; (6f) the Issuers Company must deliver to the Trustee Trustee, registrar and paying agent an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over the other creditors of the Issuers Company or any Subsidiary Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company, any Subsidiary Guarantor or others; and (7g) the Issuers Company must deliver to the Trustee Trustee, the Registrar and the Paying Agent 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 hereofhereof with respect to any Outstanding Securities of or within a series: (1a) the Issuers must Issuer irrevocably deposit deposits with the TrusteeTrustee for the Securities of that series, in trust, for the benefit of the Holders of NotesHolders, cash money in U.S. dollarssuch currency or currencies, or currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable Government SecuritiesObligations applicable to such Securities (determined on the basis of the currency or currencies, or a combination of cash in U.S. dollars and non-callable Government Securitiescurrency unit or currency units, in which such Securities are then specified as payable at maturity), or any combination thereof, 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 (including any sinking fund payment or analogous payments applicable to such Outstanding Securities), or interest premium and premiumAdditional Amounts, if any, and interest on the outstanding Notes such Outstanding Securities 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 the 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 has delivered to the Trustee for the Securities of that series an Opinion of Counsel in Canada reasonably acceptable to the such Trustee confirming that: (A1) the Issuers have Issuer has received from, or there has been published by, the Internal Canada Revenue Service Agency a ruling; or (B2) since the date of this Indenture, there has been a change in the applicable Canadian 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 such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to Canadian 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 Issuer must deliver to the such Trustee for Securities of that series an Opinion of Counsel in Canada reasonably acceptable to the such Trustee confirming that the Holders of the outstanding Notes such Outstanding Securities will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Covenant Defeasance and will be subject to Canadian 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 shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event of Default in respect of that series 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, any material agreement or instrument (other than this IndentureIndenture in respect of Securities of that series) to which Sunoco LP Ventas, Inc. or any of its Subsidiaries is a party or by which Sunoco LP Ventas, Inc. or any of its Subsidiaries is bound; (6f) the Issuers Issuer must deliver to the Trustee for Securities of that series an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes such Securities over the other creditors of the Issuers Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Issuer or others; and; (7g) the Issuers Issuer must deliver to the Trustee for Securities of that series 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 (h) notwithstanding any other provisions of this Section, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 2.02.

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: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 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 interest and Additional Interest, if any, on, the outstanding Notes 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 the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2b) 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, subject to customary assumptions and exclusions: (A1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a 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 Notes 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 Company must deliver 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 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 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); (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 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 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 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 (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing provisions of this Section 8.04, the conditions set forth in the foregoing subsections (b), (c), (d), (e), (f) and (g) of this Section 8.04 need not be satisfied so long as, at the time the Company makes the deposit described in subsection (a), (i) no Default under Section 6.01(1), (2) and (8) has occurred and is continuing on the date of such deposit and after giving effect thereto and (ii) either (x) a notice of redemption has been mailed providing for redemption of all the Notes not more than 60 days after such mailing and the requirements for such redemption shall have been complied with or (y) the Stated Maturity of the Notes will occur within 60 days. If the conditions in the preceding sentence are satisfied, the Company shall be deemed to have exercised its Covenant Defeasance option.

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 hereofwith respect to any Series of Notes: (1) the Issuers Company must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of that Series of Notes, cash in U.S. dollarsDollars, 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 Outstanding Notes of that Series on the stated date for payment thereof Maturity Date or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether 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 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: , subject to customary assumptions and exclusions, (Aa) the Issuers have Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or , 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, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Notes 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 hereof, the Issuers must deliver Company shall have delivered, or cause to be 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 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 of Default 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 the granting of Liens in connection therewith) shall have occurred and be continuing on the date the Company makes 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 Company or any of its Subsidiaries Guarantor is a party or by which Sunoco LP the Company 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); (6) the Issuers must deliver Company 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 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 Guarantor or others; and (7) the Issuers must deliver Company 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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 12.02 or Section 8.03 12.03 hereof: (1a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 premium and premiumAdditional Interest, if any, on and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers Issuer must specify whether the 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 12.02 hereof, the Issuers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; 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 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 12.03 hereof, the Issuers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (4d) no Default or Event of Default 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 being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (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 IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which Sunoco LP 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; (6f) 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 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 (7g) the Issuers Issuer 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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, expressed in a written certification thereof delivered to the Trustee, to pay the principal of, or interest and premium, if any, and Special Interest, if any, on the outstanding Notes 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 the 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 Company must 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 will confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 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 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 a 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 the Notes of such Series 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 Supplemental 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 and Beneficial Owners of the outstanding Notes of 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 hereof, the Issuers Company 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 a 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 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 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 a 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 6.02 or 6.03 hereof to the outstanding Securities: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notesthe Securities, 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, on the outstanding Notes Securities 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 the Notes 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 6.02 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel with customary or reasonable assumptions 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 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 Securities 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 6.03 hereof, the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel with customary or reasonable assumptions reasonably acceptable to 38 42 the Trustee confirming that the Holders of the outstanding Notes Securities 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 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)) or (B) insofar as Sections 5.01(g) or 5.01(h) 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 the 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) 91 days shall have passed between the date of deposit and no intervening bankruptcy of the Company shall have occurred under applicable bankruptcy law; (g) the Issuers must deliver Company 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 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 CounselCounsel with customary or reasonable assumptions, 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 7.2 or 7.3 hereof to the Outstanding Securities: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the TrusteeTrustee or Paying Agent, in trust, for the benefit of the Holders of NotesHolders, cash in U.S. dollarsLegal Tender, 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 and premium, if any, and interest on the outstanding Notes Securities on the stated date for payment Stated Maturity thereof or on the applicable Redemption Dateredemption date or repurchase 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 the Notes are being defeased to such stated date for payment or to a particular Redemption DateSecurities; (2b) in the case of an election under Section 8.02 7.2 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 (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, that the Holders of the outstanding Notes Securities 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 7.3 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 trustee confirming that the Holders of the outstanding Notes Securities 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 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 incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Securities pursuant to this Article VII concurrently with such incurrence) or insofar as Sections 5.1(f) and 5.1(g) hereof are concerned, at any time in the period ending on the 91st day after the date of 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 is a party or by which Sunoco LP the Company or any of its Subsidiaries is bound;; 52 63 (6f) 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 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 (7g) 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 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 on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers Issuer must specify whether the 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 Issuer must deliver to the Trustee an Opinion of Counsel in form reasonably acceptable to the Trustee confirming that: (Ai) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a 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 will confirm that, the Holders of the outstanding Notes 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 Issuer must deliver to the Trustee an Opinion of Counsel in form reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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); (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 Issuer or any of its Subsidiaries is a party or by which Sunoco LP the Issuer or any of its Subsidiaries is bound; (6f) the Issuers Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes 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 (7g) the Issuers Issuer 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 hereof8.03: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 accountantsaccountants delivered to the Trustee, to pay the principal of, or interest and premium, if any, on interest and Special Interest, if any, on, the outstanding Notes 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 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 hereof8.02, the Issuers must deliver Company shall have 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 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 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 Notes 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 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, 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; (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 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 hereofDefeasance: (1a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, 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 on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Issuer must specify whether 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 Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: opining that (Ai) the Issuers have Issuer 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 opine that, the Holders of the outstanding Notes 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 Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming opining that the Holders of the outstanding Notes 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 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); or (b) in the case of Legal Defeasance, 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) Issuer must have delivered to the Trustee an Opinion of Counsel to the effect that 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 Issuer or any of its Restricted Subsidiaries is a party or by which Sunoco LP Issuer or any of its Restricted Subsidiaries is bound; (6f) Issuer must have delivered to the Issuers must deliver Trustee an Opinion of Counsel to the effect that, assuming that no Holder is an "insider," as that term is defined in the Bankruptcy Code, after the 91st day following the deposit, the trust funds will not be subject to avoidance as a preference under Section 547 of the Bankruptcy Code; (g) 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 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 (7h) the Issuers Issuer 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 contained in (b), (c), (d), (e) and (f) 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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Notesthe series of Notes being defeased, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government SecuritiesSecurities ("Funds in Trust"), in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, sufficient to pay the principal of, or interest and premiumpremium and Additional Interest, if any, on on, the outstanding Notes of such 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 the such 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 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 being defeased 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes being defeased 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 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 depositthe Funds in Trust); (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 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 the Notes being defeased 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’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as applicable, have been complied withsatisfied.

Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1i) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of 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 an internationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or and interest and premium, if any, on the outstanding Notes issued hereunder 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 the such 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 hereof, the Issuers must deliver Company has delivered 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 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 will confirm that, the Holders of the outstanding Notes issued hereunder 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 hereof, the Issuers must deliver Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes issued hereunder 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 shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from from, or arising in connection with, the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing); (5v) 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 Guarantor is a party or by which Sunoco LP the Company or any of its Subsidiaries Guarantor is bound; (6vi) the Issuers Company must deliver to the Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit, or if longer, the day immediately following the last day on which the deposit may be set aside as preferential payment under applicable law, and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after such day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; (vii) 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 over the other creditors of the Issuers Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or any Guarantor or others; and (7viii) 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 of the Notes have been complied with. (b) Notwithstanding the foregoing, the Opinion of Counsel required by clauses (ii) and (iii) above with respect to a Legal Defeasance or a Covenant Defeasance, as applicable, 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 Company. (c) Upon satisfaction of the conditions set forth herein and upon the request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

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 hereofDefeasance: (1a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in Dollars, 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 written opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or premium on, if any, interest and premiumAdditional Interest, if any, on the outstanding Outstanding Notes on at the stated date for payment Stated Maturity thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether 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 (Ai) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) since the date of this the 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 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 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 Outstanding Notes 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 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 incurrence of funds to Indebtedness all or a portion of the proceeds of which shall 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 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.or

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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of NotesHolders, cash 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 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 and Additional Amounts, if any, on, the outstanding Notes 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 the Notes are being defeased to such stated date for payment or to a particular Redemption Dateredemption date; (2b) in the case of an election under Section 8.02 hereof8.02, the Issuers must deliver Company shall have delivered to the Trustee Trustee, the Registrar and the Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a 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 will confirm that, the Holders of the outstanding Notes 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 hereof8.03, the Issuers must deliver Company shall have delivered to the Trustee Trustee, the Registrar and the Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from from, or otherwise in connection with, the borrowing of funds to be applied to such depositdeposit pursuant to this Section 8.04 (and any similar concurrent deposit relating to other Indebtedness) or the grant of any Lien securing such borrowing); (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 Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted Subsidiaries is bound; (6f) the Issuers Company must deliver to the Trustee Trustee, the Registrar and the Paying Agent an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over the other creditors of the Issuers Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company, any Guarantor or others; and (7g) the Issuers must deliver Company shall have delivered to the Trustee Trustee, the Registrar and the Paying Agent 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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized an investment bank, appraisal firm firm, or firm of independent public accountantsaccountants nationally recognized in the United States, to pay the principal of, or interest and premiumpremium and Special Interest, if any, on the outstanding Notes on the stated date for payment Stated Maturity thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether 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 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 law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 Holdings, the Company or any of its Holdings’ Restricted Subsidiaries that are Significant Subsidiaries is a party or by which Sunoco LP the Holdings, the Company or any of its Holdings’ Restricted Subsidiaries that are Significant Subsidiaries is bound; (6) 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 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’ 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. The Collateral will be released from the Lien securing the Notes, as provided in Section 10.06 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions of this Article 8.

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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 Special Interest, if any, on on, the outstanding Notes 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 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 law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 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 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 and Note Guarantees: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. 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 Notes 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 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 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 IndentureClosing 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 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 Notes 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 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 6.01(g) or 6.01(h) 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, 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 over the 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 (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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 premium, if any, and premiuminterest, and any Additional Amounts that may be due and payable, if any, on the outstanding Notes 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 the 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 Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (Ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a 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 Notes 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 Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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; (6d) the Issuers Company must deliver to the Trustee an Officers’ Certificate stating Opinion of Counsel in Mexico to the effect that the deposit was not made by the Issuers with the intent of preferring (A) the Holders of the outstanding Notes over will not recognize income, gain or loss for Mexican Tax purposes as a result of such deposit and defeasance and will be subject to Mexican Taxes, in the other creditors of same manner and at 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 same times as would have been complied with.the case if such deposit and defeasance had not occurred, and (B) payments from the defeasance trust will be made free and clear of, and without withholding or deduction for or on account of any present or future Taxes imposed, levied, collected, withheld or assessed by Mexico or any political subdivision or governmental authority thereof or therein having power to Tax;

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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of the 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 premiuminterest, premium and Additional Interest, if any, on on, the outstanding Notes on the stated date for payment thereof of fixed maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to such stated the date for payment of fixed maturity or to a particular Redemption Dateredemption date; (2) in the case of an election under pursuant to Section 8.02 hereof, 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 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 will confirm that, the Holders of the outstanding Notes 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 pursuant to Section 8.03 hereof, the Issuers must deliver Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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); (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 the Guarantors is a party or by which Sunoco LP the Company or any of its Subsidiaries the Guarantors is bound; (6) 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 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’ 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 of any series: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of NotesHolders, cash in U.S. United States 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, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay the principal amount at maturity of, or interest and premium, if any, and interest on the outstanding Notes of such 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 the 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 Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America 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 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 such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal 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 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 of America reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of such series 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; (4d) no Default or Event of Default 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 depositincurrence and the grant of a lien to secure such indebtedness); (5e) 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 borrowing) 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; (6f) the Issuers must deliver Company 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 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 stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (g) the Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07 hereof. 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 of such series not therefor delivered to the Registrar for cancellation (i) have become due and payable or (ii) will become due and payable on the maturity date or upon redemption within one year under arrangements satisfactory to the Trustee for giving of notice of redemption by the Trustee or Registrar 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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 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 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 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 will confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any Credit Facility or other material 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’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes 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’ 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. The Collateral will be released from the Lien securing the Notes, as provided in Section 10.06 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions of this Article 8.

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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 and Special Interest, if any, on, the outstanding Notes 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 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 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 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 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 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination of cash in U.S. United States dollars and non-callable Government Securities, 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 premiumAdditional Interest, if any, on and interest on, the outstanding Notes 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 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 law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)) 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 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 bound; (6) 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 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’ 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 9.02 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the TrusteeTrustee or Paying Agent, in trust, for the benefit of the Holders Holders, U.S. Legal Tender, U.S. Government Obligations which, through the scheduled payment of Notesprincipal and interest in respect thereof in accordance with their terms will provide, cash not later than one Business Day before the due date for any payment, money in U.S. dollars, non-callable Government Securitiesan amount, 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, to pay the principal of, or interest and premium, if any, and interest on the outstanding Senior Subordinated Notes 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 the Notes are being defeased to such stated date for payment or to a particular Redemption DateSenior Subordinated Notes; (2b) in the case of an election under Section 8.02 9.02 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 Senior Subordinated 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; (3c) in the case of an election under Section 8.03 9.03 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 Senior Subordinated 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; (4d) no Default or Event of Default 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 Subordinated Notes pursuant to this Article Nine concurrently with such incurrence) or insofar as Sections 6.01(6) and 6.01(7) hereof are concerned, shall have occurred at any time in the period ending on the 91st day after the date of such deposit); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default Default under, this Indenture, or a default under the Senior Indebtedness 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; (6f) the Issuers must deliver Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the trust funds established pursuant to this Article will not be subject to any rights of holders of Senior Indebtedness, including, without limitations, those arising under Article Eight of this Indenture, and to the effect that after the 91st day following the deposit, such 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 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 others; andCompany; (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; (i) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming for the purpose of this clause (i) that all Senior Subordinated Notes are in default within the meaning of the TIA); and (j) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such act or exempt from registration thereunder.

Conditions to Legal or Covenant Defeasance. 84 74 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, 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 Notes 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 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 8.2 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 Notes 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 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 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 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 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 Restricted Subsidiaries is a party or by which Sunoco LP the Company or any of its Restricted 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 qualifications and assumptions) after the 91st day 85 75 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 over the any other creditors of the Issuers Company or 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 that, subject to customary assumptions and exclusions, 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 Opinions of Counsel as the Trustee shall have reasonably required.

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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 firm, or firm of independent public accountants, to pay the principal of, or interest premium and premiumLiquidated Damages, if any, on and interest on, the outstanding Notes 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 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 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 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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) 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; (6) 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; (67) 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 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) 8) 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 set forth in clauses (1) through (7) of this Section 8.04 have been complied with; and (9) 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 to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 firm, or firm of independent public accountants, to pay the principal of, or interest and premiumpremium and Liquidated Damages, if any, on the outstanding Notes 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 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 law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes 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’ 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. The Collateral will be released in whole from the Note Liens, as provided under Section 10.06 hereof in accordance with the provisions described in this Section 8.04.

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: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 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 Special Interest, if any, on the outstanding Notes 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 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 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 will confirm that, the Holders of the outstanding Notes 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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 Credit Facility or other material 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’ ' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes 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’ ' 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 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 hereofDefeasance: (1a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of NotesHolders, 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 Liquidated Damages, if any, and interest on the outstanding Notes 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 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 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 Notes 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 Notes 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 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(g) or 6.01(h) 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, 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 (which may be subject to customary exceptions) 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 over the any other creditors of the Issuers Company or 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof: (1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government SecuritiesObligations, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, accountants to pay the principal of, or interest and premiumpremium and Liquidated Damages, if any, on the outstanding Notes 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 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 Company shall have 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 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 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 reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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 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)) 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’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes 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’ 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.