Section 1.04. Payment, Transfer and Exchange.
(a) Registration of Transfer and Exchange. To permit registrations of transfers and exchanges, the Company shall execute a new Note or Notes of the same series as the Note presented for a like aggregate principal amount and in authorized denominations and the Trustee shall authenticate and deliver such Note or Notes upon receipt of an Issuer Order for the authentication and delivery of such Notes.
All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Note, the Trustee, the Company, any paying agent and the Registrar may deem and treat the person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, the Company, the paying agent or the Registrar shall be affected by notice to the contrary.
All certifications, certificates and opinions of counsel which may be required to be submitted to the Trustee to effect a registration of transfer or exchange may be submitted by e-mail or facsimile, to be followed by originals.
(b) Payment. The principal and interest on Notes represented by Global Securities will be payable to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Securities represented thereby.
(c) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in any Global Note may be transferred to persons who take delivery thereof in the form of a beneficial interest in a Global Note.
Section 1.05. (a) Optional Redemption. The provisions of Article 11 of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes. Prior to maturity, in the case of the 2023 Notes, and prior to the Par Call Date, in the case of the 2025 Notes, the Notes are redeemable, in whole or in part, at the Companys option, at any time and from time to time, at a redemption price (the Make-Whole Redemption Price) equal to the greater of:
(i) 100.0% of the principal amount of such Notes to be redeemed; and
(ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon (in the case of the 2025 Notes, calculated as if the maturity date of the 2025 Notes is the Par Call Date), exclusive of interest accrued and unpaid as of the Redemption Date, discounted to the Redemption Date on a semi-annual basis at the Treasury Rate plus 50 basis points, in the case of the 2023 Notes, or 50 basis points, in the case of the 2025 Notes,
plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
On or after the Par Call Date, the 2025 Notes will be redeemable, in whole or in part at any time and from time to time, at a redemption price (the Par Call Redemption Price and, together with the Make-Whole Redemption Price, each a Redemption Price) equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.