writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and
of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.
AND COVENANT DEFEASANCE
Section 12.01. Companys Option to Effect Defeasance or Covenant Defeasance. Unless
otherwise designated pursuant to Section 3.01(15), the Securities of any series of Securities shall be subject to defeasance or covenant defeasance pursuant to such Section 12.02 or Section 12.03, in accordance
with any applicable requirements provided pursuant to Section 3.01 and upon compliance with the conditions set forth below in this Article. The Company may elect, at its option, at any time, to have Section 12.02 or
Section 12.03 applied to any Securities or any series of Securities so subject to defeasance or covenant defeasance. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by
Section 3.01 for such Securities.
Section 12.02. Defeasance and Discharge. Upon the Companys exercise of
its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section
on and after the date the conditions set forth in Section 12.04 are satisfied (hereinafter called Defeasance). For this purpose, such Defeasance means that the Company and the Guarantors of the Securities shall
be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are
concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of
such Securities to receive, solely from the trust fund described in Section 12.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are
due, (2) the obligations of the Company and the Guarantors of the Securities of such series with respect to such Securities under Section 3.04, Section 3.05, Section 3.06, Section 10.02 and
Section 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 12.03 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the
Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and
all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.
Section 12.03. Covenant Defeasance. Upon the Companys exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1)