Common use of Legal Defeasance Clause in Contracts

Legal Defeasance. Upon the Co-Issuers’ exercise under Section 8.02 of the option applicable to this Section 8.03, the Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such Legal Defeasance means that the Co-Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance. (a) Upon the Co-Issuers’ Company’s exercise under Section 8.02 of the option applicable to this Section 8.03, the Co-Issuers Company and each of the Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.05 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note any Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Company and the Subsidiary Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note any Subsidiary Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections sections of this the Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Subsidiary Guarantees and this the Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions provisions, which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.038.02, the Co-Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.05 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Notes Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Notes Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Notes Guarantees and this Indenture the Notes Documents (and the Trustee, on demand of and at the expense of the Co-Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon (a) Subject to the Co-Issuers’ exercise under Section 8.02 of Compliance with this Article 8, the Company may, at any time, at the option applicable to this Section 8.03, the Co-Issuers and each of the Guarantors shall, subject to the satisfaction its Board of the conditions Directors evidenced by a resolution set forth in Section 8.05an Officers’ Certificate, be deemed elect to have been all of its obligations discharged from their obligations with respect to all the outstanding Notes and all obligations of the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note GuaranteesSubsidiary Guarantee), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections sections of this Indenture referred to in clauses (1i) and (2ii) below, and to have satisfied all of their other obligations under such Notes, the Guarantees Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Section 8.01(b) of the Original Indenture is hereby amended by deleting it in its entirety and inserting in lieu thereof the following: Upon the Co-Issuers’ Company’s exercise under Section 8.02 paragraph (a) of the option applicable to this Section 8.03paragraph (b), the Co-Issuers Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05, shall be deemed to have been released and discharged from their its obligations with respect to all the outstanding Notes Securities of a Series (including the Note Guarantees) on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, such Legal Defeasance means that the Co-Issuers Company and the Guarantors each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes Securities of a Series (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 the Sections and the other Sections of matters under this Indenture referred to in clauses (1i) and (2ii) below, and to have satisfied all of their its other obligations under such NotesSecurities, the Guarantees and this Indenture (insofar as such Securities and the Trustee, on demand of and at the expense of the Co-Issuers, shall execute proper instruments acknowledging the same)Guarantees are concerned, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:: (i) the rights of Holders of outstanding Securities of a Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such paragraph, payments in respect of the principal of and interest on such Securities when such payments are due and (ii) obligations listed in Section 8.02, subject to compliance with this Section 8.01. The Company may exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) below with respect to such Securities and Guarantees.

Legal Defeasance. (a) Upon the Co-Issuers’ Company’s exercise under Section 8.02 of the option applicable to this Section 8.03, the Co-Issuers Company and each of the Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.05 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note any Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Company and the Subsidiary Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note any Subsidiary Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections sections of this Indenture referred to in clauses (1) and through (24) below, and to have satisfied all of their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments prepared by the Company acknowledging the same), except for the following provisions provisions, which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. (a) Upon the Co-Issuers’ Issuer’s exercise under Section 8.02 8.01 of the option applicable to this Section 8.038.02, the Co-Issuers Issuer, 3M and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.058.04, be deemed to have been discharged from their obligations with respect to this Indenture, all outstanding Notes (including Notes, the 3M Guarantee and Note Guarantees) , as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers and the Guarantors Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (1) and through (24) below, and to have satisfied all of their its other obligations under such Notes, the Guarantees Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Co-IssuersIssuer, shall execute proper instruments provided to it acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ Company’s exercise under Section 8.02 8.1 of the option applicable to this Section 8.038.2, the Co-Issuers Company and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.058.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the and Note Guarantees) Guarantees and this Indenture on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Company and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire Indebtedness represented by obligations with respect to this Indenture, the outstanding Notes (including and the Note Guarantees), which shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.06 8.5 and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Note Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and interest and premium on, such Notes when such payments are due from the trust funds referred to in Section 8.4(1); (b) the Company’s obligations with respect to such Notes under Section 2.2, Section 2.3, Section

Legal Defeasance. Upon (a) Subject to Section 7.4 of this Supplemental Indenture, the Co-Issuers’ exercise Company may, at its option and at any time, elect to have all of its obligations under Section 8.02 the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes) and all obligations of the option applicable to this Section 8.03, Subsidiary Guarantors under the Co-Issuers Subsidiary Guarantees and each of the Guarantors shall, subject Base Indenture (as it relates to the satisfaction of the conditions set forth in Section 8.05, be deemed to have been Notes) discharged from their obligations with respect to all the outstanding Notes issued under this Supplemental Indenture (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). Such Legal Defeasance For this purpose, legal defeasance means that the Co-Issuers and the Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.2 of the Base Indenture and the other Sections of this the Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their its other obligations under such Notes, the Guarantees Supplemental Indenture and this the Indenture (as it relates to the Notes) (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ exercise Issuer’s election under Section 8.02 of the option applicable 8.01 hereof to exercise its rights under this Section 8.038.02, the Co-Issuers and Issuer and, each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.05 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Documents (including the Note Notes Guarantees) and this Indenture, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Issuer and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Notes Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) belowof this Section 8.02, and to have satisfied all of their other obligations under such Notes, the Notes Guarantees and this Indenture and cure all then existing Defaults and Events of Default (and the Trustee, on demand of and at the expense of the Co-IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ exercise under Section 8.02 of the option applicable to this Section 8.03The Company may at its option, the Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05by Board Resolution, be deemed to have been discharged from their its obligations with respect to all outstanding the Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). Such For this purpose, such Legal Defeasance means that the Co-Issuers and the Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their its other obligations under such Notes, the Guarantees Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall shall, subject to Section 9.06 hereof, execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:: (A) the rights of Holders of outstanding Notes to receive solely from the trust funds described in Section 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Company's obligations with respect to such Notes under Article 2 and Sections 4.16 and 4.17 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 9.03 below with respect to the Notes.

Legal Defeasance. Upon the Co-Issuers’ Company’s exercise under Section 8.02 8.1 of the option applicable to this Section 8.038.2, the Co-Issuers Company and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05, shall be deemed to have been discharged from their respective obligations with respect to all the outstanding Notes (including and the respective Note Guarantees) Guarantees on the date the applicable conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, such Legal Defeasance means that the Co-Issuers and the Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their its other obligations under such Notes, the Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:: (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on the Notes when such payments are due from the trust fund described in Section 8.8 and as more fully set forth in such Section; (ii) the Company’s 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;

Legal Defeasance. Upon the Co-Issuers’ exercise under Section 8.02 of the option applicable to this Section 8.03, the Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such Legal Defeasance means that the Co-Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-Issuers, shall execute proper such instruments reasonably requested by the Co-Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.038.02, the Co-Issuers Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including and the Note Guarantees) Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Company and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes (including and the Note Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ exercise under Section 8.02 of the option applicable to this Section 8.03The Company may at its option, the Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05by Board Resolution, be deemed to have been discharged from their its obligations with respect to all outstanding the Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). Such For this purpose, such Legal Defeasance means that the Co-Issuers and the Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their its other obligations under such Notes, the Guarantees Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall shall, subject to Section 9.06 hereof, execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:: (A) the rights of Holders of outstanding Notes to receive solely from the trust funds described in Section 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Company's obligations with respect to such Notes under Article 2 and Section 4.15 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 9.03 below with respect to the Notes.

Legal Defeasance. Upon the Co-Issuers’ Issuer’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.038.02 with respect to any Outstanding Securities of or within a series, the Co-Issuers Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes such Outstanding Securities (including the Note related Securities Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Issuer and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes such Outstanding Securities (including the Note related Securities Guarantees), which shall will thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such NotesSecurities, the such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ exercise under Section 8.02 of the option applicable to this Section 8.03, the Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such Legal Defeasance means that the Co-Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance. (a) Upon the Co-Issuers’ Company’s exercise under Section 8.02 of the option applicable to this Section 8.03, the Co-Issuers Company and each of the Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.05 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Obligations (including the Note any Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Company and the Subsidiary Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note any Subsidiary Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections sections of this Indenture referred to in clauses (1i) and through (2iv) below, and to have satisfied all of their other obligations under such NotesNotes Obligations, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersCompany, shall execute proper instruments prepared by the Company acknowledging the same), except for the following provisions provisions, which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.038.2, the Co-Issuers and each of the Guarantors Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.058.4 hereof, be deemed to have been discharged from their the Issuers’ and the Guarantor’s obligations with respect to all outstanding Notes (including the Note and Guarantees) , as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers shall be deemed to have paid and discharged all amounts owed under the outstanding Notes and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) belowbelow of this Section 8.2, and to have satisfied all of their the Issuers’ and the Guarantor’s other obligations under such the Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:: (a) the rights of Holders to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in Section

Legal Defeasance. Upon the Co-Issuers’ Issuer’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.038.02, the Co-Issuers Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.058.05 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the any Note Guarantees) on the date the conditions set forth below in Section 8.05 are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance means that the Co-Issuers Issuer and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the any Note Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the any Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance. Upon the Co-Issuers’ Issuer's exercise under Section 8.02 of the option applicable to this Section 8.03, the Co-Issuers Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.05, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). Such For this purpose, Legal Defeasance means that the Co-Issuers Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Co-IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: