||such holders have offered the trustee security or indemnity satisfactory to the trustee in its sole discretion against any loss, liability or expense; |
||the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and |
||holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period. |
The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders
of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the
principal of, notes.
The Issuers and the Guarantors are required to deliver to the trustee annually a statement regarding compliance with
the Indenture. Within ten business days of becoming aware of any Default or Event of Default, the Issuers and the Guarantors are required to deliver to the trustee a statement specifying such Default or Event of Default.
No Recourse to Trustee, General Partner or Personal Liability of Directors, Officers, Employees and Stockholders
None of the trustee, the General Partner or any director, officer, partner, member, employee, incorporator, manager or unit holder or other
owner of any Equity Interest of the trustee, General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the notes, the Indenture, the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes and the
Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws.
Legal Defeasance and Covenant Defeasance
The Issuers may, at their option and at any time, elect to have all of the Issuers obligations discharged with respect to the
outstanding notes and all Obligations of the Guarantors discharged with respect to their Note Guarantees (Legal Defeasance) except for:
||the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on, such notes when such payments are due from the trust referred to below;
||the Issuers obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and
money for security payments held in trust; |
||the rights, powers, trusts, duties and immunities of the trustee, and the Issuers and the Guarantors Obligations in connection therewith; and |
||the Legal Defeasance and Covenant Defeasance provisions of the Indenture. |
addition, Sunoco LP may, at its option and at any time, elect to have the obligations of the Issuers released with respect to certain covenants (including Sunoco LPs obligation to make Change of Control Offers and Asset Sale Offers)
that are described in the Indenture (Covenant Defeasance) and all Obligations of the Guarantors with respect to their Note Guarantees discharged, and thereafter any omission to comply with those covenants or Note Guarantees will not
constitute a Default or Event of Default. If Covenant Defeasance occurs, certain events (not including non-payment and bankruptcy, receivership, rehabilitation and insolvency events relating to Sunoco LP) described under Events of
Default and Remedies will no longer constitute an Event of Default.