Common use of Additional Notes; Repurchases Clause in Contracts

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall not have one or more separate the same CUSIP numbers. Any additional numbers as the Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10initially issued hereunder. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee (copied to the Paying Agent and Note Registrar) a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company last paragraph of Section 2.03 of the Base Indenture shall be superseded by this Section 2.09, and any reference in the Base Indenture to such paragraph thereof shall be deemed to refer instead to this Section 2.09. The Issuer may, without the consent of or notice to the Holders and notwithstanding Section 2.012.02, reopen this the Indenture and issue additional Notes hereunder under the Indenture with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, issue date and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company Issuer shall deliver to the Trustee a Company an Issuer Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0511.05 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company Issuer or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company Issuer shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.07 and such Notes shall no longer be considered outstanding Outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes andaccrued, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)any) in an unlimited aggregate principal amountamount that, when taken together with the Initial Notes and all other Additional Notes (for the avoidance of doubt, not including any PIK Notes), in each case, then outstanding, does not exceed $260,000,000; provided that if any such additional Additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or and securities law purposes, such additional Additional Notes shall have one or more a separate CUSIP numbers. Any additional number (if any) to the extent any Notes will be treated as a single series for all purposes under this Indenture except as set forth initially issued hereunder in the first sentence form of this a Physical Note have been exchanged for a beneficial interest in a Global Note pursuant to Section 2.102.05(b). Prior to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such provide, in addition to those matters required by Section 17.0518.05, that the Additional Notes have been duly authorized by the Company and are enforceable against the Company in accordance with their terms, subject to customary exceptions, including for bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law, and such other items as the Trustee may reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes shall no longer be considered outstanding under this Indenture hereunder upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.”

Additional Notes; Repurchases. The Company may, from time to time, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes of the same series hereunder with the same terms as the Notes initially issued hereunder in all respects (or in all respects other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes price and, if applicable, restrictions on transfer in respect the date of such additional Notes (including pursuant the first payment of interest, the date from which interest will accrue, the CUSIP or other securities numbers and, to Section 2.05 hereunder)the extent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes shall be consolidated and form a single series with the Notes initially issued hereunder; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holdersthe Holders of the Notes. The Company shall may cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such any Notes so surrendered and cancelled shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue datedate and, in some cases, the issue price, the first interest accrued prior to the issue accrual date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)and first Interest Payment Date) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any The Notes issued on the date of this Indenture and any additional Notes will shall be treated as a single series class for all purposes under this Indenture except as set forth in the first sentence Indenture, including for purposes of this Section 2.10voting. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0519.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest Special Interest, if any, accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10numbers or no CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters as required by Section 17.0518.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice to the Holders and notwithstanding Section 2.01of the Notes, reopen this Indenture and issue increase the principal amount of the Notes by issuing additional Notes hereunder with having the same terms as and conditions as, and ranking equally and ratably with, the Notes initially issued hereunder in all respects (other than differences in the “Additional Notes”), except that Additional Notes: (i) may have a different issue datedate from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may, the issue priceif applicable, have a different interest accrued prior to accrual date and first Interest Payment Date following the issue date of such additional Additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amountthan the Initial Notes; provided that if any such additional Additional Notes are not fungible with the outstanding Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except Except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes‎Section 5.05, the Company shall deliver Initial Notes and any Additional Notes will, in each case, be consolidated and form a single series, and will have the same terms as to the Trustee a Company Orderranking, an Officer’s Certificate redemption, repurchase, waivers, amendments or otherwise, and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05will vote together as one class on all matters. In addition, the The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased purchased (other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 cancellation, and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedpurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes (or any Notes that have been resold after they have been purchased or otherwise acquired by the Company or its Subsidiaries) are not fungible with the Notes initially issued hereunder for U.S. federal securities laws or income tax or securities law purposes, such additional Notes (or such resold Notes) shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10numbers or no CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. Subject to Section 8.04, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant shall be deemed to cash-settled swaps or other derivatives) to be surrendered remain outstanding until and unless they are delivered, together with a cancellation order, to the Trustee for cancellation. Upon delivery of such cancellation order, the Trustee shall cancel such repurchased Notes in accordance with Section 2.08 and such repurchased Notes shall no longer thereafter not be considered outstanding under this Indenture upon as a result of their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with must be part of the same issue as the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Any Notes repurchased pursuant to cash-settled swaps or other derivatives) to by the Company may, at the Company’s option, be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, but shall not be reissued or resold by the Company. The Trustee shall have the right to decline to authenticate and such deliver any Additional Notes shall no longer be considered outstanding under this Indenture upon their repurchase andSection if the Trustee, upon receipt of a Company Order and an Officer’s Certificatebeing advised in writing by counsel, determines that such action may not lawfully be taken or if the Trustee is good faith shall cancel all Notes so surrendereddetermine that such action would expose the Trustee to personal liability based upon the written advice of counsel.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters applicable to the issuance of additional Notes, in addition to those required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue priceprice and Special Interest, interest if any, accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes they shall no longer be considered outstanding under this Indenture upon on their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section ‎Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section ‎‎Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section ‎Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice to to, or consent of, Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section ‎Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andrepurchase, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture for the Notes and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber or no CUSIP number. Any The Notes and any additional Notes will would rank equally and ratably with each other and would be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by lawlaw and without notice to or the consent of holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause may, to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.07 any Notes that the Company may repurchase, in the case of a reissuance or resale, so repurchased long as such Notes do not constitute “restricted securities” (as defined in Rule 144) upon such reissuance or resale; provided that, if any such Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax law purposes, such reissued or resold Notes shall have a separate CUSIP number or no CUSIP number. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than than, at any time when such Notes repurchased pursuant to cash-settled swaps are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any of the Company’s Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other derivativesaction under this Indenture) to be surrendered unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificatewritten order from the Company, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice the Holders of the Notes, create and issue pursuant to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant the “Additional Notes”) having terms and conditions identical to Section 2.05 hereunderthose of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Notes; (ii) may have a different issue price from the Notes; and (iii) may have a different amount of interest payable on the first interest payment date after issuance than is payable on the Initial Notes (provided, however, a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the first interest payment date after issuance than is payable on the Initial Notes, if required by DTC)) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the outstanding Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional Such Additional Notes will may be treated as consolidated and form a single series for with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the Initial Notes and shall vote together as one class on all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior matters with respect to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased purchased (other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance cancellation, together with Section 2.08 a Company Order to cancel such Notes, and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedpurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 and any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such resissuance or resale. Any Notes that the Company may repurchase shall no longer be considered outstanding for all purposes under this Indenture upon their repurchase unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon receipt of a Company Order and an Officer’s Certificatewritten order from the Company, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amountamount (such additional Notes, the “Additional Notes”); provided that if any such additional Additional Notes are not fungible with the Notes initially issued hereunder for U.S. or Canadian federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that it may repurchase for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number (or, if prior to the Notes Fungibility Date, the same CUSIP numbers as the Rule 144A Notes or the Regulation S Notes, as applicable) as the Notes initially issued hereunder (other than except for any differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes andand interest accrued, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)any) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities laws or income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional and ISIN numbers from both the Rule 144A Notes will be treated as a single series for all purposes under this Indenture except as set forth in and the first sentence of this Section 2.10Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0517.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or Consolidated Affiliated Entities or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to be surrendered to the Trustee for cancellation in accordance with Section 2.08. The Company may also enter into cash-settled swaps or other derivatives) derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer will continue to be considered outstanding under “outstanding” for purposes of this Indenture upon their repurchase andIndenture, upon receipt subject to the provisions of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedSection 8.04.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes Notes, and, if applicable, restrictions on transfer in respect of such additional Notes (Notes, including pursuant to Section 2.05 hereunder)the date by which any restrictive legends must be removed) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change (and in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes issued on the date hereof under this Indenture for U.S. federal income tax purposes, such reissued or resold Notes shall no longer have one or more separate CUSIP numbers). Any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change shall be considered outstanding under this Indenture upon their repurchase (except for voting purposes) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrenderedsurrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or Affiliates or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andrepurchase, and the Trustee upon receipt of a Company Order and an Officer’s Certificate, the Trustee cancellation order shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue priceprice and interest accrued, interest accrued prior to the issue date of such additional Notes if any, and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposespurposes or have different restrictions on transfer, such additional Notes shall have one or more separate CUSIP numbers. Any of these additional Notes will, together with the Notes initially issued hereunder, constitute a single series of Notes under this Indenture. Holders of any such additional Notes will be treated have the right to vote together with Holders of the Notes initially issued hereunder as a single series for one class. Except as otherwise specified herein, all purposes under this Indenture except as set forth in references to the first sentence of this Section 2.10“Notes” shall include any such additional Notes that are actually issued. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly repurchase Notes (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by through the Company or its Subsidiaries or Subsidiaries, through a private or public tender or exchange offer offers or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, surrender to the Trustee shall cancel all Notes so surrenderedTrustee.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of of, and restrictions on transfer in respect of, such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amountamount (such additional Notes, the “Additional Notes”); provided that if any such additional Additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), offer to repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that the Company may repurchase, in accordance with Section 2.08 and the case of a reissuance or resale, so long as such Notes shall no longer be considered outstanding under this Indenture do not constitute restricted securities upon their repurchase andsuch reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax or securities law purposes, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedsuch reissued or resold notes will have one or more separate CUSIP numbers.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01Holders, reopen this Indenture and issue additional Notes hereunder (in addition to any PIK Notes) with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amountamount together with the Initial Principal Amount not to exceed $200,000,000 in the aggregate; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transaction or private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to or consent of the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes they shall no longer be considered outstanding under this Indenture upon on their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company Issuer may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunderNotes)) in an unlimited aggregate principal amount; provided that it has given written notice to and obtained written consent from the Required Holders prior to such date of issuance of additional Notes; and provided, further, that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall not have one or more separate the same CUSIP numbers. Any additional numbers as the Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10initially issued hereunder. Prior to the issuance of any such additional Notes, the Company Issuer shall deliver to the Trustee a Company (copied to the Paying Agent and Note Registrar) an Issuer Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), repurchase Notes in the open market or otherwise, whether by the Company Issuer or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company Issuer shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes and any changes necessary to ensure compliance with the Securities Act (including pursuant to Section 2.05 hereunderor other applicable securities laws)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any The Notes initially issued hereunder and any additional Notes will rank equally and ratably and will be treated as a single series for all purposes under this Indenture (except as to the extent set forth in the first sentence of this Section 2.10immediately preceding sentence). Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or Affiliates or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to to, or consent of, the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. (a) The Company may, from time to time, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01Holders, reopen this Indenture and issue additional Notes hereunder under this Indenture with the same terms as the Notes initially issued hereunder on the Issue Date (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any Such Notes issued on the Issue Date and the additional Notes will shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05. In addition17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered promptly deliver to the Trustee for cancellation in accordance with Section 2.08 and such any Notes that it or any of its Subsidiaries shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedhave purchased or otherwise acquired.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest Special Interest, if any, accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant and/or deadline to Section 2.05 hereunder)remove the Restrictive Legend and/or restricted CUSIP number) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number or no CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by lawlaw and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 and any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale and are not required to bear the Restrictive Legend; provided that if any such reissued or resold Notes are not fungible for U.S. federal income tax or securities law purposes with the Notes that are not repurchased, such reissued or resold Notes shall have a separate CUSIP number or no longer CUSIP number. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture upon their repurchase and(other than, upon receipt at any time when such Notes are held by the Company, any of a its Subsidiaries or Affiliates or any Subsidiary of any of its Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company Order and an Officer’s Certificate, surrenders them to the Trustee shall cancel all Notes so surrendered.for cancellation in accordance with

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, price and the issue price, date from which interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)will accrue) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.06(d) and Section 4.06(e), in the event additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of are issued pursuant to this Section 2.102.11, references to the “Last Original Issuance Date” of the Notes with respect to such additional Notes shall refer only to such additional Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered2.09.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01Holders, reopen this Indenture and issue additional Notes hereunder (in addition to any PIK Notes) with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amountamount together with the Initial Principal Amount not to exceed $100,000,000 in the aggregate; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transaction or private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to or consent of the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number (or, if prior to the Fungibility Date, the same CUSIP numbers as the Rule 144A Notes or the Regulation S Notes, as applicable) as the Notes initially issued hereunder (other than except for any differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes andaccrued, if applicableany, restrictions on transfer in respect and first date for payment of such additional Notes (including pursuant to Section 2.05 hereunder)interest) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities laws or income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional number from both the Rule 144A Notes will be treated as a single series for all purposes under this Indenture except as set forth in and the first sentence of this Section 2.10Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0517.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to be surrendered to the Trustee for cancellation in accordance with Section 2.08. The Company may also enter into cash-settled swaps or other derivatives) derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer will continue to be considered outstanding under for purposes of this Indenture upon their repurchase andIndenture, upon receipt subject to the provisions of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedSection 9.04.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes andaccrued, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)any) in an unlimited aggregate principal amountamount that, when taken together with the Initial Notes and all other Additional Notes (for the avoidance of doubt, not including any PIK Notes), in each case, then outstanding, does not exceed $235,000,000; provided that if any such additional Additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or and securities law purposes, such additional Additional Notes shall have one or more a separate CUSIP numbers. Any additional number (if any) to the extent any Notes will be treated as a single series for all purposes under this Indenture except as set forth initially issued hereunder in the first sentence form of this a Physical Note have been exchanged for a beneficial interest in a Global Note pursuant to Section 2.102.05(b). Prior to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such provide, in addition to those matters required by Section 17.0518.05, that the Additional Notes have been duly authorized by the Company and are enforceable against the Company in accordance with their terms, subject to customary exceptions, including for bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law, and such other items as the Trustee may reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes shall no longer be considered outstanding under this Indenture hereunder upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, Canadian federal income tax purposes or for the purposes of U.S. securities laws or applicable securities laws in Canada (“Canadian Securities Laws”) such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation and shall deliver a cancellation order to the Trustee. Upon delivery of such cancellation order, the Trustee shall cancel such repurchased Notes in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.0517.05 and other such matters reasonably requested by the Trustee. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.repurchase

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any The Notes offered by the Offering Memorandum and any additional Notes will would rank equally and ratably and would be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section ‎Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its existing or future Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to or consent of the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 any Notes that the Company may repurchase (other than in connection with a Fundamental Change), in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale. Any such Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any of the Company’s Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time as the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedIndenture.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder on the Issue Date (other than differences in the issue date, the issue price, the initial Interest Payment Date, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by lawlaw and without consent of the Holders of the Notes, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps may, at its option, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that it repurchases, in accordance with Section 2.08 and the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall no longer have one or more separate CUSIP numbers. Any Notes that the Company may repurchase (other than in connection with a Fundamental Change or upon redemption) shall be considered outstanding for all purposes under this Indenture upon their repurchase (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest Special Interest, if any, accrued prior to the issue date of such additional Notes Notes, and, if applicable, restrictions on transfer in respect of such additional Notes (Notes, including pursuant to Section 2.05 hereunder)the date by which any restrictive legends must be removed) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10numbers or no CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change (and in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes issued on the date hereof under this Indenture for U.S. federal income tax purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers or no longer CUSIP number). Any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change shall be considered outstanding under this Indenture upon their repurchase (except for voting purposes) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrenderedsurrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The (a) Subject to Section 2.10(b), the Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes (“Additional Notes”) hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request, including, without limitation, that the conditions to the issuance of Additional Notes set forth in this Section 2.10 and in the Note Purchase Agreement have been satisfied. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps may, at its option, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that it may repurchase, in accordance with Section 2.08 and the case of a reissuance or resale, so long as such Notes have a separate CUSIP number if the Notes are not fungible with the Notes initially offered for U.S. federal income tax or securities law purposes. Any Notes that the Company may repurchase shall no longer be considered outstanding for all purposes under this Indenture upon their repurchase (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary of any Affiliates of the Company, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrendered. (b) Notwithstanding anything herein to the contrary, the Company covenants and agrees that it shall not issue any Additional Notes (other than PIK Notes) at any time after the Issue Date other than up to $60,000,000 aggregate principal amount of Additional Notes (plus any PIK Notes in respect thereof) pursuant to, and subject to the satisfaction of the conditions set forth in, the Note Purchase Agreement (as certified to the Trustee by the Company in a Company Order).

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.06(d) and Section 4.06(e), in the event additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of are issued pursuant to this Section 2.10, references to the “Last Original Issue Date” of the Notes with respect to such additional Notes shall refer only to such additional Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, Counsel which such Officer’s Certificate and Opinion of Counsel shall state that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to cover any conditions specified in such matters required by Section 17.05Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case, without prior written notice to the Holders. The Company shall cause may, at its option, and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation any Notes so repurchased that the Company may repurchase; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued pursuant to this Indenture for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers. Any Notes that the Company or its Subsidiaries have purchased or otherwise acquired (other than Notes repurchased surrendered for cancellation pursuant to cash-settled swaps or other derivativesSection 2.08) shall be deemed to be surrendered remain outstanding until such time as the Company delivers such Notes to the Trustee for cancellation in accordance with Section 2.08 and such 2.08; provided, however, subject to the terms of this Indenture, Notes that the Company or any of its Affiliates own shall no longer be considered deemed not to be outstanding for purposes of determining whether the Holders have concurred in any direction, waiver, consent or other action under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedIndenture.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes Notes, including the date by which any restrictive legend or restricted CUSIP must be removed (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and and, without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 and any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes shall do not constitute restricted securities upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible for U.S. federal income tax or securities law purposes with the Notes that are not repurchased, such reissued or resold Notes will have a separate CUSIP number or no longer be considered outstanding CUSIP number. Any Notes that the Company may (or is required under this Indenture upon their to) repurchase will be considered “outstanding” for all purposes under this Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s Certificatewritten order from the Company, the Trustee shall will cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and and, without the consent of or notice to the Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 and any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax purposes, such additional Notes shall no longer have one or more separate CUSIP numbers. Any Notes that the Company may repurchase (other than in connection with a Fundamental Change) shall be considered outstanding “outstanding” for all purposes under this Indenture upon their repurchase (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section ‎Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice to Holders. The Any Notes that the Company shall cause any Notes so repurchased or its Subsidiaries may repurchase will be considered outstanding for all purposes under this Indenture (other than than, at any time when such Notes repurchased pursuant to cash-settled swaps are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other derivativesaction under this Indenture, such Notes shall be disregarded as set forth in Section 8.04) to be surrendered unless and until such time as the Company surrenders such Notes to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall will cancel all Notes so surrenderedsurrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue priceprice and interest accrued, interest accrued prior to the issue date of such additional Notes if any, and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposespurposes or have different restrictions on transfer, such additional Notes shall have one or more separate CUSIP numbers. Any of these additional Notes will, together with the Notes initially issued hereunder, constitute a single series of Notes under this Indenture. Holders of any such additional Notes will be treated have the right to vote together with Holders of the Notes initially issued hereunder as a single series for one class. Except as otherwise specified herein, all purposes under this Indenture except as set forth in references to the first sentence of this Section 2.10“Notes” shall include any such additional Notes that are actually issued. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section ‎Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly repurchase Notes (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by through the Company or its Subsidiaries or Subsidiaries, through a private or public tender or exchange offer offers or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 ‎Section 2.08, and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, surrender to the Trustee shall cancel all Notes so surrenderedTrustee.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0517.05 and Section 17.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding hereunder upon their repurchase. Any such Notes repurchased shall not be considered a redemption under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedIndenture.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms (except, to the extent applicable, with respect to the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date and the “last date of original issuance” such additional Notes for purposes of Section 4.06(d), Section 4.06(e) or otherwise) and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or federal securities law laws purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.0516.05, and such Opinion of Counsel to include a customary legal opinion as to the enforceability under New York law of such additional Notes, which opinion may contain customary exceptions and qualifications. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered2.08.

Additional Notes; Repurchases. (a) The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05. , as the Trustee shall reasonably request. (b) In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall will notify the Trustee of any such repurchase on or prior to 5:00 p.m. New York City time on the settlement date thereof and will cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) (x) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 cancellation, and such Notes shall they will no longer be considered outstanding under this Indenture “outstanding” upon their repurchase or (y) if such Notes represent beneficial interests in one or more Global Notes, to be exchanged for Notes issued in physical, certificated form and, upon receipt regardless of a the format of such notes, to be subject to the limitations set forth in the following sentence. Notwithstanding anything to the contrary in this Indenture or such repurchased Notes, in no event shall any such repurchased Notes described in clause (y) of the immediately preceding sentence be (i) offered, sold, pledged or otherwise transferred or (ii) converted or redeemed, in each case, whether by the Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedor its Subsidiaries or any of its respective agents or affiliates.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes price and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andrepurchase, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters required by Section 17.0511.04 of the Base Indenture, and such Opinion of Counsel to include a customary legal opinion as to the enforceability under New York law of such additional Notes, which opinion may contain customary exceptions and qualifications. In addition, the Company may, to the extent permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.06, and such Notes shall they will no longer be considered outstanding “outstanding” under this Supplemental Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section ‎Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section ‎Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05‎Section 17.05 and other such matters reasonably requested by the Trustee. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section ‎Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue dateprice, the issue price, date from which interest accrued prior to the issue date of such additional Notes will accrue and, if applicablepossibly, restrictions the date on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)which interest shall initially be paid) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.07(e) and Section 4.07(f), in the event additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of are issued pursuant to this Section 2.102.11, references to the “Last Original Issuance Date” of the Notes with respect to such additional Notes shall refer only to such additional Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such the matters covered by the Officer’s Certificate and Opinion of Counsel required by to be delivered pursuant to Section 17.052.04 in respect of the Notes being executed, authenticated and delivered pursuant to that Section. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.09 and upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount, including placing a portion of the proceeds of such additional Notes in the Escrow Account to secure any interest payments on or before May 1, 2017 for such additional Notes in accordance with the terms and conditions of the Escrow Agreement; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0517.05 as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest and, if applicable, Special Interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Special Interest Payment Date, the CUSIP number or other securities numbers and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any Unless the context otherwise requires, references to the Notes in this Indenture include the Notes and any additional Notes will be treated as a single series for all purposes that are issued under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps may, at its option, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that it repurchases, in accordance with Section 2.08 and the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall no longer have one or more separate CUSIP numbers. Any Notes that the Company may repurchase (other than in connection with a Fundamental Change or upon redemption) shall be considered outstanding for all purposes under this Indenture upon their repurchase (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andrepurchase. None of the Company, the Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests The Company, the Trustee, the Notes Registrar, the Paying Agent and the Conversion Agent shall be entitled to deal with any Depositary, and any nominee thereof, that is the Holder of any such Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal (including the Fundamental Change Repurchase Price, if applicable), accrued and unpaid interest, if any, the consideration due upon receipt conversion, the giving of instructions or directions by or to the owner or holder of a Company Order beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and an Officer’s Certificateshall have no obligations to the beneficial owners thereof. None of the Company, the Trustee Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall cancel all Notes so surrenderedhave any responsibility or liability for any acts or omissions of any such Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between such Depositary and any participant in such Depositary or between or among any such Depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Note or for any transfers of beneficial interests in any such Global Note.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice to to, or consent of, Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andrepurchase, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.. 24

Additional Notes; Repurchases. (a) The Company may, from time to time, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01Holders, reopen this Indenture and issue additional Notes hereunder under this Indenture with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any Such Notes initially issued hereunder and the additional Notes will shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05. In addition17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered promptly deliver to the Trustee for cancellation in accordance with Section 2.08 and such any Notes that it or any of its Subsidiaries shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedhave purchased or otherwise acquired.

Additional Notes; Repurchases. The Company may, from time to time, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes of the same series hereunder with the same terms as the Notes initially issued hereunder in all respects (or in all respects other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes price and, if applicable, restrictions on transfer in respect the date of such additional Notes (including pursuant the first payment of interest, the date from which interest will accrue, the CUSIP or other securities numbers and, to Section 2.05 hereunder)the extent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes shall be consolidated and form a single series with the Notes initially issued hereunder; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries Subsidiaries, or through a privately negotiated transaction (which may be done on a non-pro rata basis) or a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or prior written notice to Holdersthe Holders of the Notes, and upon such terms and at such prices as well as with such consideration as the Company or its Subsidiaries may determine. The Company shall may cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such any Notes so surrendered and cancelled shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. (a) The Company may, from time to time, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01Holders, reopen this Indenture and issue additional Notes hereunder under this Indenture with the same terms as the Notes initially issued hereunder on the Issue Date (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any Such Notes issued on the Issue Date and the additional Notes will shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture (except as to the extent set forth in the first sentence of this Section 2.10immediately preceding sentence). Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05. In addition17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered promptly deliver to the Trustee for cancellation in accordance with Section 2.08 and such any Notes that it or any of its Subsidiaries shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedhave purchased or otherwise acquired.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice the Holders of the Notes of the applicable series, create and issue pursuant to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder of such series (in the case of the 2023 Notes, the “2023 Additional Notes”, in the case of the 2028 Notes, the “2028 Additional Notes” and, together with the same 2028 Additional Notes, the “Additional Notes”) having terms as and conditions identical to those of the Initial Notes of the applicable series and ranking equally and ratably with the Initial Notes of the applicable series, except that Additional Notes: may have a different issue date from the Notes initially issued hereunder of the applicable series; and (other i) may have a different amount of interest payable on the first interest payment date after issuance than differences in is payable on the issue dateInitial Notes of the applicable series (provided, however, that a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the issue price, first interest accrued prior to payment date after issuance than is payable on the issue date Initial Notes of such additional Notes andthe applicable series, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunderrequired by DTC)) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the outstanding Notes initially issued hereunder of the applicable series for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional Such Additional Notes will may be treated as consolidated and form a single series for with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the Initial Notes of the applicable series and shall vote together as one class on all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior matters with respect to the issuance Notes of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05series. In addition, the The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market market, negotiated transactions or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased purchased (other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance cancellation, together with Section 2.08 a Company Order to cancel such Notes, and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedpurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, the first Interest Payment Date and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount. Additional Notes will be part of the same class as the Notes initially issued hereunder for all purposes; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities laws or income tax or securities law purposes, such additional Notes shall will have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to the due authorization, execution, delivery, validity and enforceability of such additional Notes and those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, derivatives (in each case, without prior written notice to Holders). The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest Special Interest, if any, accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section ‎Section 17.05, as the Trustee shall reasonably request. In addition, the Company or the Guarantors may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company Company, any Guarantor or its their other Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that it may repurchase, in accordance with Section 2.08 and the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall no longer have one or more separate CUSIP numbers. Any Notes that the Company or the Guarantors may repurchase (other than in connection with a Fundamental Change or upon redemption) shall be considered outstanding for all purposes under this Indenture upon their repurchase (other than, at any time when such Notes are owned by the Company, any Guarantor, any of the Parent’s other Subsidiaries or Affiliates or any Subsidiary of any of the Company’s or any Guarantor’s Affiliates, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Note) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and upon receipt of a Company Order, the Trustee and no one else shall cancel all Notes so surrendered and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.repurchase. ARTICLE 3

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andrepurchase, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice to the Holders and notwithstanding Section 2.01of a series of Notes, reopen this Indenture and issue increase the principal amount of such series of Notes by issuing additional Notes hereunder with having the same terms as and conditions as, and ranking equally and ratably with, such series of Notes in all respects (the “Additional Notes”), except that Additional Notes: (i) may have a different issue date from the Initial Notes initially issued hereunder of such series; (other than differences in ii) may have a different issue price from the issue dateInitial Notes of such series; and (iii) may, the issue priceif applicable, have a different interest accrued prior to accrual date and first Interest Payment Date following the issue date of such additional Additional Notes and, if applicable, restrictions on transfer in respect than the Initial Notes of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amountseries; provided that if any such additional Additional Notes are not fungible with the outstanding Notes initially issued hereunder of the applicable series for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except Except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes‎Section 5.05, the Company shall deliver applicable Initial Notes and any Additional Notes of such series will, in each case, be consolidated and form a single series, and will have the same terms as to the Trustee a Company Orderranking, an Officer’s Certificate redemption, repurchase, waivers, amendments or otherwise, and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05will vote together as one class on all matters. In addition, the The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased purchased (other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 cancellation, and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedpurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date price of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any The Notes initially issued hereunder and any additional Notes will shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture (except as to the extent set forth in the first sentence of this Section 2.10immediately preceding sentence). Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 and any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible for U.S. federal income tax or securities law purposes with the Notes that are not repurchased, such reissued or resold Notes will have a separate CUSIP number or no CUSIP to the extent such Notes are issued in certificated form. Any Notes that the Company may (or is required under this Indenture to) repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, such Notes shall no longer be considered outstanding under this Indenture upon their repurchase disregarded as set forth in Section 8.04) unless and until such time the Company surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrenderedsurrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder on the Issue Date (other than differences in the issue date, the issue price, interest and, if applicable, Special Interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Special Interest Payment Date and restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by lawlaw and without consent of the Holders of the Notes, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps may, at its option, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that it repurchases, in accordance with Section 2.08 and the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall no longer have one or more separate CUSIP numbers. Any Notes that the Company may repurchase (other than in connection with a Fundamental Change or upon redemption) shall be considered outstanding for all purposes under this Indenture upon their repurchase (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.06(d) and Section 4.06(e), in the event additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of are issued pursuant to this Section 2.10, references to the “Last Original Issue Date” of the Notes with respect to such additional Notes shall refer only to such additional Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, Counsel which such Officer’s Certificate and Opinion of Counsel shall state that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to cover any conditions specified in such matters required by Section 17.05Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case, without prior written notice to the Holders. The Company shall cause may, at its option, and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation any Notes so repurchased that the Company may repurchase; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued to this Indenture for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers. Any Notes that the Company or its Subsidiaries have purchased or otherwise acquired (other than Notes repurchased surrendered for cancellation pursuant to cash-settled swaps or other derivativesSection 2.08) shall be deemed to be surrendered remain outstanding until such time as the Company delivers such Notes to the Trustee for cancellation in accordance with Section 2.08 and such 2.08; provided, however, subject to the terms of this Indenture, Notes that the Company or any of its Affiliates own shall no longer be considered deemed not to be outstanding for purposes of determining whether the Holders have concurred in any direction, waiver, consent or other action under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedIndenture.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0517.05 as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andrepurchase. None of the Company, the Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, the Notes Registrar, the Paying Agent and the Conversion Agent shall be entitled to deal with any Depositary, and any nominee thereof, that is the Holder of any such Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal (including the Fundamental Change Repurchase Price, if applicable), accrued and upaid interest, if any, the consideration due upon receipt conversion, the giving of instructions or directions by or to the owner or holder of a Company Order beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and an Officer’s Certificateshall have no obligations to the beneficial owners thereof. None of the Company, the Trustee Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall cancel all Notes so surrenderedhave any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between such Depositary and any participant in such Depositary or between or among any such Depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Note or for any transfers of beneficial interests in any such Global Note.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.012.02, reopen this the Indenture and issue additional Notes hereunder under the Indenture with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any The Notes initially issued hereunder and any additional Notes will under the Indenture shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0513.07 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case, case without prior written notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.07 and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)and Conversion Rate) in an unlimited aggregate principal amountamount not to exceed $50,000,000 for all Notes issued hereunder, exclusive of any notes issued pursuant to the Capitalization Method; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, securities laws purposes or securities law purposesdue to different terms, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number (if any). Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and and, subject to Section 8.04, such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedsuch cancellation.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation and shall deliver a cancellation order to the Trustee. Upon delivery of such cancellation order, the Trustee shall cancel such repurchased Notes in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause ; provided that any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to may not be resold by the Company and will be surrendered to the Trustee for cancellation either upon conversion by the Company or otherwise in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered2.08.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01‎Section 2.02, reopen this the Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue dateprice, the issue price, date and interest accrued prior to the issue date of such additional Notes andaccrued, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)any) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters required by Section 17.0516.01 of the Base Indenture. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or Consolidated Affiliated Entities or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 ‎Section 2.07, and such Notes shall they will no longer be considered outstanding “outstanding” under this the Indenture upon their repurchase andcancellation. The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, upon receipt of a Company Order and an Officer’s Certificate, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee shall cancel all Notes so surrenderedfor cancellation in accordance with ‎Section 2.07 and will continue to be considered “outstanding” for purposes of the Indenture, subject to the provisions of ‎Section 8.02.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes ("Additional Notes") hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes Additional Notes, and, if applicable, restrictions on transfer in respect of such under the Securities Act and any additional Notes (including pursuant to Section 2.05 hereunder)interest payable as a result thereof) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s 's Certificate and an Opinion of Counsel, such Officer’s 's Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered2.08.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, Canadian federal income tax purposes or for the purposes of U.S. securities laws or applicable securities laws in Canada (“Canadian Securities Laws”) such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash- settled derivatives) to be surrendered to the Trustee for cancellation and shall deliver a cancellation order to the Trustee. Upon delivery of such cancellation order, the Trustee shall cancel such repurchased Notes in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered.repurchase.‌

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any The Notes originally issued hereunder and any additional Notes will would rank equally and ratably and would be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section ‎Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its existing or future Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to or consent of the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 any Notes that the Company may repurchase (other than in connection with a Fundamental Change), in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale. Any such Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any of the Company’s Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time as the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedIndenture.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice the Holders of the Notes of the applicable series, create and issue pursuant to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder of such series (in the case of the 2023 Notes, the “2023 Additional Notes” and, in the case of the 2028 Notes, the “2028 Additional Notes” and, together with the same 2023 Additional Notes, the “Additional Notes”) having terms as and conditions identical to those of the Initial Notes of the applicable series and ranking equally and ratably with the Initial Notes of the applicable series, except that Additional Notes: (i) may have a different issue date from the Notes initially issued hereunder of the applicable series; and (other ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than differences in is payable on the issue dateInitial Notes of the applicable series (provided, however, that a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the issue price, interest accrued prior to first Interest Payment Date after issuance than is payable on the issue date Initial Notes of such additional Notes andthe applicable series, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunderrequired by DTC)) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the outstanding Notes initially issued hereunder of the applicable series for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. . (b) Any additional Additional Notes of such series, together with any Exchange Notes issued with respect to such series in accordance with the Registration Rights Agreement, will be treated as a single series for with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the Initial Notes of the applicable series and shall vote together as one class on all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior matters with respect to the issuance Notes of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the series. (c) The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market market, negotiated transactions or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased purchased (other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance cancellation, together with Section 2.08 a Company Order to cancel such Notes, and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedpurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice to to, or consent of, Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell, hold or other derivatives) to be surrendered surrender to the Trustee for cancellation any Notes that it may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute Restricted Securities upon such reissuance or resale and are not required to bear the restrictive legend set forth in and in accordance with Section 2.08 and 2.05(c). Any Notes that the Company may repurchase will be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, such Notes shall no longer be considered outstanding under this Indenture upon their repurchase disregarded as set forth in Section 8.04) unless and until such time as the Company surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s CertificateOrder, the Trustee shall will cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section ‎‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section ‎‎Section 17.05, as the Trustee shall reasonably request. In addition, the Company or the Guarantor may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyCompany or the Guarantor), repurchase Notes in the open market or otherwise, whether by the Company Company, the Guarantor or its Guarantor’s other Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section ‎‎Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10numbers or no CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or prior written notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 cancellation, and such Notes shall no longer be considered outstanding to be “outstanding” under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or Affiliates or any subsidiary of any of the Company’s Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of the Notes have concurred in any direction, consent, waiver or other action under this Indenture) upon their repurchase andrepurchase, and upon receipt of a Company Order and an Officer’s Certificatewritten order from the Company, the Trustee shall will cancel all the Notes so surrendered.

Additional Notes; Repurchases. (a) The Company may, from time to time, without notice to or the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05. , as the Trustee shall reasonably request. (b) In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or offer, through counterparties to private agreementsagreements or otherwise, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall will cause any Notes so repurchased by the Company (other than Notes repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) (x) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 cancellation, and such Notes shall they will no longer be considered outstanding under this Indenture “outstanding” upon their repurchase or (y) if such Notes represent beneficial interests in one or more Global Notes, to be exchanged for Physical Notes and, upon receipt regardless of a the format of such Notes, to be subject to the limitations set forth in the following sentence. Notwithstanding anything to the contrary in this Indenture or such repurchased Notes, in no event shall any such repurchased Notes described in clause (y) of the immediately preceding sentence be (i) offered, sold, pledged or otherwise transferred or (ii) converted, in each case, whether by the Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedor its Subsidiaries or any of its respective agents or affiliates.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, price and the issue price, date from which interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)will accrue) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.06(d) and Section 4.06(e), in the event additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of are issued pursuant to this Section 2.102.11, references to the “Last Original Issuance Date” of the Notes with respect to such additional Notes shall refer only to such additional Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered2.09.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amountamount not to exceed $25.0 million; provided it has given written notice to and obtained written consent from the Holders of a majority in aggregate principal amount of the Notes then outstanding prior to such date of issuance of additional Notes; and provided, further, that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall not have one or more separate the same CUSIP numbers. Any additional numbers as the Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10initially issued hereunder. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee (copied to the Paying Agent and Note Registrar) a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0518.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice the Holders of the Notes of the applicable series, create and issue pursuant to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder of such series (in the case of the 2030 Notes, the “2030 Additional Notes” and, in the case of the 2035 Notes, the “2035 Additional Notes” and, together with the same 2030 Additional Notes, the “Additional Notes”) having terms as and conditions identical to those of the Initial Notes of the applicable series and ranking equally and ratably with the Initial Notes of the applicable series, except that Additional Notes: (i) may have a different issue date from the Notes initially issued hereunder of the applicable series; and (other ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than differences in is payable on the issue dateInitial Notes of the applicable series (provided, however, that a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the issue price, interest accrued prior to first Interest Payment Date after issuance than is payable on the issue date Initial Notes of such additional Notes andthe applicable series, if applicable, restrictions on transfer in respect of such additional Notes required by DTC (including pursuant to Section 2.05 hereunderor another Depositary)) in an unlimited aggregate principal amount); provided that if any such additional Additional Notes are not fungible with the outstanding Notes initially issued hereunder of the applicable series for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional . (b) Such Additional Notes will of such series may be treated as consolidated and form a single series for with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the Initial Notes of the applicable series and shall vote together as one class on all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior matters with respect to the issuance Notes of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the series. (c) The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market market, negotiated transactions or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased purchased (other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance cancellation, together with Section 2.08 a Company Order to cancel such Notes, and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedpurchase.

Additional Notes; Repurchases. (a) The Company final paragraph of Section 2.03 of the Base Indenture shall not apply to the Notes. Solely for purposes of the Notes, the provisions of this Section 3.10 shall supersede in its entirety the final paragraph of Section 2.03 of the Base Indenture, and all references in the Base Indenture to such provisions contained in such paragraph shall, with respect to the Notes, be deemed to be references to the provisions set forth in this Section 3.10. (b) The Issuer may, without the consent of or notice to the Holders and notwithstanding Section 2.013.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company Issuer shall deliver to the Trustee a Company an Issuer Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0511.05 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), repurchase Notes in the open market or otherwise, whether by the Company Issuer or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company Issuer shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this 2.10 of the Base Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered(as amended by Section 3.08).

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest Special Interest and Additional Interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and such Notes they shall no longer be considered outstanding under this Indenture upon on their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes Notes, and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.08 any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change (and in the case of a reissuance or resale, so long as such Notes shall no longer be considered outstanding do not constitute “restricted securities” (within the meaning of Rule 144(a)(3) under the Securities Act)) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued on the date hereof under this Indenture for U.S. federal income tax purposes, such reissued or resold Notes will have one or more separate CUSIP numbers). Any Notes that the Company or its Subsidiaries may repurchase (other than Notes repurchased upon their repurchase a Fundamental Change or owned by the Company or any of its Subsidiaries) shall be considered “outstanding” for all purposes hereunder (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under hereunder) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order and an Officer’s Certificatewritten order for the Company, the Trustee shall will cancel all Notes notes so surrenderedsurrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this the Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any The Notes initially issued hereunder and any such additional Notes will would be treated as a single series class for all purposes under this the Indenture except and would vote together as set forth in one class on all matters with respect to the first sentence of this Section 2.10Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.01 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company Company, its Subsidiaries, Affiliates, agents or its Subsidiaries dealers or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrendered2.05.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by lawlaw and the requirements of any stock exchange on which the Notes may be admitted to listing and trading at the relevant time, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to Holdersthe Holders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall they will no longer be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedcancellation.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.0516.05 and that the form and terms of such Notes has been established in conformity with the provisions of this Indenture and that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice note to the Holders. The Company shall cause any Notes so repurchased (other than Any Notes repurchased pursuant to cash-settled swaps or other derivatives) to by the Company may, at the Company’s option, be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes 2.08, but shall no longer not be considered outstanding under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, reissued or resold by the Trustee shall cancel all Notes so surrenderedCompany.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue dateprice, the issue price, date and interest accrued prior to the issue date of such additional Notes andaccrued, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)any) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional number from the Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10initially issued hereunder. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0517.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to be surrendered to the Paying Agent for cancellation in accordance with Section 2.08. The Company may also enter into cash-settled swaps or other derivatives) derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee Paying Agent for cancellation in accordance with Section 2.08 and such Notes shall no longer will continue to be considered outstanding under for purposes of this Indenture upon their repurchase andIndenture, upon receipt subject to the provisions of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedSection 8.04.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice the Holders of the Notes of the applicable series, create and issue pursuant to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder of such series (in the case of the 2029 Notes, the “2029 Additional Notes,” in the case of the 2031 Notes, the “2031 Additional Notes,” in the case of the 2034 Notes, the “2034 Additional Notes,” in the case of the 2054 Notes, the “2054 Additional Notes” and, collectively, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes of the applicable series and ranking equally and ratably with the same terms as Initial Notes of the applicable series, except that Additional Notes: (i) may have a different issue date from the Notes initially issued hereunder of the applicable series; and (other ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than differences in is payable on the issue dateInitial Notes of the applicable series (provided, however, that a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the issue price, interest accrued prior to first Interest Payment Date after issuance than is payable on the issue date Initial Notes of such additional Notes andthe applicable series, if applicable, restrictions on transfer in respect of such additional Notes required by DTC (including pursuant to Section 2.05 hereunderor another Depositary)) in an unlimited aggregate principal amount); provided that if any such additional Additional Notes are not fungible with the outstanding Notes initially issued hereunder of the applicable series for U.S. federal income tax or securities law purposes, such additional Additional Notes shall have one or more separate CUSIP numbers. Any additional . (b) Such Additional Notes will of such series may be treated as consolidated and form a single series for with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the Initial Notes of the applicable series and shall vote together as one class on all purposes under this Indenture except as set forth in the first sentence of this Section 2.10. Prior matters with respect to the issuance Notes of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. In addition, the series. (c) The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market market, negotiated transactions or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased purchased (other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance cancellation, together with Section 2.08 a Company Order to cancel such Notes, and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedpurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Note) in an unlimited aggregate principal amount; provided that if any such additional Notes (and any Notes that have been resold after they have been purchased or otherwise acquired by the Company or its Subsidiaries or other Affiliates) are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes (and such resold Notes) shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Any For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 2.05(c), Section 2.05(d), Section 4.06(d) and Section 4.06(e), in the event additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of are issued pursuant to this Section 2.102.11, references to the “Last Original Issuance Date” of the Notes with respect to such additional Notes shall refer only to such additional Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0516.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written the consent of or notice to the Holders. The Any Notes that the Company shall cause any Notes so repurchased or its Subsidiaries or other Affiliates have purchased or otherwise acquired (other than surrendered Notes repurchased pursuant referred to cash-settled swaps or other derivativesin Section 2.09) shall be deemed to be surrendered remain outstanding, subject to Section 8.04, until such time as the Company delivers them to the Trustee for cancellation cancellation. However, subject to the terms of Section 8.04 of this Indenture, Notes that the Company or any of its Affiliates own will be deemed not to be outstanding for purposes of determining whether the Holders have concurred in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase andany direction, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedwaiver or consent.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.05‎Section 17.05 and ‎Section 17.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section ‎Section 2.08 and such Notes shall no longer be considered outstanding hereunder upon their repurchase. Any such Notes repurchased shall not be considered a redemption under this Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedIndenture.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, Counsel which such Officer’s Certificate and Opinion of Counsel shall state that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to cover any conditions specified in such matters required by Section 17.05Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to the Holders. The Company shall cause may, at its option and to the extent permitted by law, reissue, resell or surrender to the Trustee for cancellation, in accordance with Section 2.08, any Notes so repurchased that the Company or its Subsidiaries may purchase (other than as set forth in Section 2.08, which Notes repurchased pursuant to cash-settled swaps or other derivatives) to described therein must be surrendered to the Trustee for cancellation cancellation), in accordance the case of reissuance or resale, so long as such Notes do not constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act upon any reissuance or resale; provided that if any such reissued or resold Notes are not fungible with Section 2.08 and the Notes initially issued hereunder for U.S. federal income tax purposes, such Notes shall no longer have a separate CUSIP number. Any Notes that the Company or its Subsidiaries may repurchase (other than Notes described in Section 2.08 that must be surrendered to the Trustee for cancellation) will be considered outstanding under this Indenture upon their repurchase and(subject to Section 8.04) unless and until such time the Company or such Subsidiary surrenders such Notes to the Trustee for cancellation, and the Trustee, upon receipt of a Company Order and an Officer’s Certificatecancellation order, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.012.02, reopen this the Indenture and issue additional Notes hereunder under the Indenture with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any The Notes initially issued hereunder and any additional Notes will under the Indenture shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0513.07 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase Holders and, upon receipt of a Company Order and an Officer’s Certificatewritten order from the Company, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to to, the Holders and notwithstanding Section 2.012.02, reopen this the Indenture and issue additional Notes hereunder under the Indenture with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (including pursuant to Section 2.05 hereunder)Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Any The Notes initially issued hereunder and any additional Notes will under the Indenture shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this Section 2.10Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters matters, in addition to those required by Section 17.0513.07 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case, case without prior written notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.07 and such Notes shall no longer be considered outstanding under this the Indenture upon their repurchase and, upon receipt of a Company Order and an Officer’s Certificate, the Trustee shall cancel all Notes so surrenderedrepurchase.