Exchange and Registration of Transfer of Notes. Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for the individual Notes represented thereby, in definitive form, a Global Note may not be transferred except as a whole by the Depositary for such series, or the applicable Tranche of such series, to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or Tranche or a nominee of such successor Depositary. If at any time the Depositary of a series or Tranche notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or Tranche or if at any time the Depositary for the Book-Entry Notes of such series or Tranche shall no longer be eligible under Section 2.06, the Company, by Company Order, shall appoint a successor Depositary with respect to the Notes of such series or Tranche. If a successor Depositary for the Notes of such series or Tranche is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, authenticate and deliver Notes of such series or Tranche in definitive form in an aggregate principal amount and like terms and tenor equal to the principal amount of the Book-Entry Note or Notes in global form representing such series or Tranche in exchange for such Book-Entry Note or Notes in global form. The Company may at any time and in its sole discretion determine that individual Book-Entry Notes of any series or Tranche issued in global form shall no longer be represented by a Global Note. In such event the Company will execute, authenticate and deliver individual certificated Notes of such series or Tranche in definitive form in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note representing such series or Tranche in exchange for such Global Note. If specified by the Company with respect to a series or Tranche of Book-Entry Notes, the Depositary for such series or Tranche of Notes may surrender the Global Note for such series or Tranche of Notes in exchange in whole or in part for individual Notes of such series or Tranche in definitive form and of like terms and tenor on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge: (a) to the Depositary or to each person specified by such Depositary a new individual Note or Notes of the same series and Tranche, of authorized denominations, in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Global Note; and (b) to such Depositary a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of the individual Notes delivered to holders thereof. Upon the exchange of a Global Note for Notes in definitive form, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee in writing. The Company shall deliver such Certificated Notes to the persons in whose names such Notes are so registered or to the Depositary. The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount. At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.01 or 10.04 not involving any transfer. If the Notes of any series (or of any series and specified Tranche) are to be redeemed, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes of that series (or of that series and Tranche, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. The beneficial owner of a Book-Entry Note (or one or more indirect Participants in the Depositary designated by such owner) will designate one or more Participants in the Depositary to act as agent or agents for such owner in connection with the book-entry system maintained by the Depositary, and the Depositary will record in book-entry form, in accordance with instructions provided by such participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in the Depositary. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Transfers of a Book-Entry Note will be accomplished by book entries made by the Depositary and, in turn, by Participants (and in certain cases, one or more indirect participants in the Depositary) acting on behalf of beneficial transferors and transferees of such Book-Entry Note.
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Exchange and Registration of Transfer of Notes. (a) The Company shall keep, at an office or agency to be designated and maintained by the Company in accordance with Section 4.04 (as such, a "Note Registrar"), registry books (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall register Notes and shall register the transfer of Notes of each such series as provided in this Article Two. Such Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times such Note Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Notes of a particular series at such office or agency maintained pursuant to Section 4.04 for such purpose in a Place of Payment, the Company shall execute and register and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Note or Notes of such series of any authorized denominations and for an equal aggregate principal amount and tenor.
(b) Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for the individual certificated Notes represented thereby, in definitive form, a Global Note may not be transferred except as a whole by the Depositary for such series, or the applicable Tranche of such series, series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or Tranche or a nominee of such successor Depositary. If at any time the Depositary for Notes of a series or Tranche notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or Tranche or if at any time the Depositary for the Book-Entry Notes of such series or Tranche shall no longer be eligible under Section 2.06, the Company, by Company Order, shall appoint a successor Depositary with respect to the Notes of such series or Trancheseries. If a successor Depositary for the Notes of such series or Tranche is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, authenticate and deliver Notes of such series or Tranche in definitive form in an aggregate principal amount and like terms and tenor equal to the principal amount of the Book-Entry Note or Notes in global form representing such series or Tranche in exchange for such Book-Entry Note or Notes in global form. The Company may at any time and in its sole discretion determine that individual Book-Entry Notes of any series or Tranche issued in global form shall no longer be represented by a Global Note. In such event the Company will execute, authenticate and deliver individual certificated Notes of such series or Tranche in definitive form in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note representing such series or Tranche in exchange for such Global Note. If specified by the Company with respect to a series or Tranche of Book-Entry Notes, the Depositary for such series or Tranche of Notes may surrender the Global Note for such series or Tranche of Notes in exchange in whole or in part for individual Notes of such series or Tranche in definitive form and of like terms and tenor on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:
(a) to the Depositary or to each person specified by such Depositary a new individual Note or Notes of the same series and Tranche, of authorized denominations, in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Global Note; and
(b) to such Depositary a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of the individual Notes delivered to holders thereof. Upon the exchange of a Global Note for Notes in definitive form, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee in writing. The Company shall deliver such Certificated Notes to the persons in whose names such Notes are so registered or to the Depositary. The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount. At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.01 or 10.04 not involving any transfer. If the Notes of any series (or of any series and specified Tranche) are to be redeemed, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes of that series (or of that series and Tranche, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. The beneficial owner of a Book-Entry Note (or one or more indirect Participants in the Depositary designated by such owner) will designate one or more Participants in the Depositary to act as agent or agents for such owner in connection with the book-entry system maintained by the Depositary, and the Depositary will record in book-entry form, in accordance with instructions provided by such participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in the Depositary. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Transfers of a Book-Entry Note will be accomplished by book entries made by the Depositary and, in turn, by Participants (and in certain cases, one or more indirect participants in the Depositary) acting on behalf of beneficial transferors and transferees of such Book-Entry Note.or
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