Common use of Additional Notes; Repurchases Clause in Contracts

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate CUSIP numberhereunder. 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 The Company may, to the extent permitted by law, 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. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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 upon such reissuance or resale. Any Notes repurchased by that the Company may (or is required under this Indenture to) repurchase will be considered outstanding “outstanding” for all purposes under this Indenture (other than votingthan, 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, 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 written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest Special Interest, if any, accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, law and without the consent of or notice to the 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. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 any Notes that the Company or its Subsidiaries 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. Any Notes repurchased by that the Company will or its Subsidiaries may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, from time to time, without the consent of of, or notice 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 and and, if applicable, the date of the first payment of interest, the date from which interest accrued prior will accrue, the CUSIP or other securities numbers and, to the issue date of such additional Notesextent 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 a one or more separate CUSIP numbernumbers. 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 Notesmatters, 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 or notice to the 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 notice to the Holders of the Notes. The Company may, at its option, 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. Any 2.08 and any Notes repurchased by the Company will so surrendered and cancelled shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, law and without the consent of or notice to the 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. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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 repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest Special Interest, if any, accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, law and without the consent of or notice to the 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. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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. Any Notes repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

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 the Holders and notwithstanding Section 2.01of the Notes, reopen this Indenture create and issue pursuant to the Indenture additional Notes hereunder (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the same terms as Initial Notes, except that Additional Notes: (i) may have a different issue date from the Notes initially issued hereunder Notes; (other than differences in the issue date, the ii) may have a different issue price and from the Notes; and (iii) may have a different amount of interest accrued prior to payable on the issue 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 such additional interest payable on the first interest payment date after issuance than is payable on the Initial Notes) in an unlimited aggregate principal amount, if required by DTC); 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 a one or more separate CUSIP numbernumbers. Prior Such Additional Notes may be consolidated and form a single series 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 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 applicable to the issuance of additional Notes, in addition to those required by Section 17.05. In addition, the The Company may, to the extent permitted by law, and, without the consent of or notice to the Holders, 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. The Company may, at its option, shall cause any Notes so repurchased purchased (other than Notes 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. Any a Company Order to cancel such Notes, and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this the Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir purchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 issuance date, the issue price and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. 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 required by Section 16.05, and such Opinion of Counsel to include a customary legal opinion as to the issuance enforceability under New York law of such additional Notes, in addition to those required by Section 17.05which opinion may contain customary exceptions and qualifications. 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation any Notes that the Company may repurchase, in accordance with Section 2.08the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon such reissuance or resale. Any Notes repurchased by that the Company will repurchases shall be considered outstanding (except for all purposes under this Indenture (other than votingvoting purposes) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedsurrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided provided, however, 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 a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate setting forth the terms of the additional Notes and the form thereof and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters applicable to the issuance of additional Notescovering, in addition to those statements required by Section 17.05Sections 12.03 and 12.04, the issuance, authentication and delivery of the additional Notes and the execution and authentication of the Notes are authorized or permitted by this Indenture and an Opinion of Counsel to the effect that the additional Notes are valid, binding and enforceable against the Company in accordance with their terms, subject to then customary exceptions. In addition, the Company may, to the extent permitted by law, and, without the consent of or notice to the 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. The Company may, at its option, 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. Any 2.13 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest interest, if any, accrued prior to the issue date of such additional 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 a separate 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 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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 or notice to the 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. The Company may, at its option, 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. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless , and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will and no one else shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company surrendered and such Notes shall not reissue or resell any Notes repurchasedno longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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 or notice to the 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. The Company may, at its option, 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. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless , and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will and no one else shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company surrendered and such Notes shall not reissue or resell any Notes repurchasedno longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Prior to the consummation of a Qualified Public Company Event, the Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Second Tranche 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 and interest accrued prior to accrued, if any). Following the consummation of a Qualified Public Company Event, the Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue date of such additional NotesAdditional Notes hereunder with the same terms as the Notes initially issued hereunder (except for any differences in issue date, issue price and interest accrued, if any) in an unlimited aggregate principal amountamount not to exceed such additional principal amount that would cause the Specified Amount to not represent greater than 50% of the aggregate principal amount of the Notes then outstanding, after giving effect to such issuance of Additional Notes; provided that if any such additional Additional Notes are not fungible with the any other Notes initially issued hereunder that are then outstanding for U.S. federal income tax or for securities law purposes, such additional Additional Notes shall have a separate or no CUSIP number. 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 applicable to the issuance of additional Notesprovide, 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 The Company may, to the extent permitted by law, and, without the consent of or notice to the 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. The Company may, at its option, 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. Any , and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, hereunder upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

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 and price, interest accrued prior to the issue date of such additional NotesNotes 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 U.S. securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. 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 ‎Section 2.04 and ‎Section 17.05. In addition, the Company may, to the extent permitted by law, 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 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 notice to Holders. The Company may, at its option, 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. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless ‎Section 2.08 and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company surrendered and such Notes shall not reissue or resell any Notes repurchasedno longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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, Counsel which such Officer’s Certificate and Opinion of Counsel to cover shall state that such matters applicable to the issuance of additional Notes, when authenticated and delivered by the Trustee and issued by the Company in addition the manner and subject to those required by Section 17.05any conditions specified in such Opinion 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, without the consent of or notice to the 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 notice to the Holders. The Company may, at its option, 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. Any 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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“Additional Notes”, the issue price and interest accrued prior to the issue date of such additional 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 a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Ordereach, 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“Additional Note”). In addition, the The Company may, to the extent permitted by law, 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. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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 upon such reissuance or resale. Any Notes repurchased by that the Company may (or is required under this Indenture to) repurchase will be considered outstanding “outstanding” for all purposes under this Indenture (other than votingthan, 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, 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 written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. 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 Notesmatters, 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The In addition, the Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell, hold or surrender to the Trustee for cancellation any Notes that the Company may repurchase, in accordance with Section 2.08the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon such reissuance or resale. Any Notes repurchased by that the Company may repurchase will be considered outstanding for all purposes under this Supplemental Indenture (other than votingthan, 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 Supplemental Indenture) unless and until such time as the Company surrenders them such Notes to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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 or notice to the 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. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell, hold or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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. Any Notes repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) Indenture, subject to the provisions of Section 8.04, 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 CompanyCompany Order, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation any Notes that it may repurchase other than Notes repurchased in accordance connection with Section 2.08Fundamental 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 initially issued hereunder 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 repurchased by that the Company will may repurchase other than notes repurchased in connection with a Fundamental Change shall be considered outstanding for all purposes under this Indenture (other than votingexcept for voting purposes) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, and the Trustee will shall cancel all Notes so surrendered. Notwithstanding anything to the foregoingcontrary in this Indenture, (x) the Company shall not be permitted to reissue or resell any Notes repurchasedthat the Company may directly or indirectly repurchase and (y) any Notes that the Company may directly or indirectly repurchase shall not be outstanding or considered outstanding under this Indenture, in each case, to the extent that the aggregate principal amount of Notes repurchased (directly or indirectly) or owned by the Company that are or were, at any time or for any period of time, outstanding or considered outstanding under this Indenture (except for voting purposes) exceeds 10% of the aggregate principal amount of Notes first issued under this Indenture. Following any direct or indirect repurchase of Notes by the Company, to the extent that the aggregate principal amount of Notes repurchased or owned by the Company that are or were, at any time or for any period of time, outstanding or considered outstanding under this Indenture (except for voting purposes) exceeds 10% of the aggregate principal amount of Notes first issued under this Indenture, the Company shall cause such repurchased Notes to be immediately surrendered to the Trustee for cancellation, and the Company shall not be permitted to reissue or resell such repurchased Notes and such repurchased Notes shall not be outstanding or considered outstanding under this Indenture. Neither the Trustee nor the Conversion Agent shall have any obligation to monitor the Company’s compliance with the foregoing.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 laws purposes, such additional Notes shall have a separate CUSIP number, ISIN or other identifying numbers. 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 Notesmatters, 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, law and without the consent of or notice to the 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. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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. Any Notes repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. (a) The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, without the consent of or notice to the 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. The Company may, at its option, 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 derivatives that are not physically settled) (x) to be surrendered to the Trustee for cancellation cancellation, and they will no longer be considered “outstanding” upon their repurchase or (y) if such Notes represent beneficial interests in accordance with Section 2.08one or more Global Notes, to be exchanged for Notes issued in physical, certificated form and, regardless of the format of such notes, to be subject to the limitations set forth in the following sentence. Any Notwithstanding anything to the contrary in this Indenture or such repurchased Notes, in no event shall any such repurchased Notes repurchased 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 will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt or its Subsidiaries or any of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue its respective agents or resell any Notes repurchasedaffiliates.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, without the consent of or notice to the 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. The Company may, at its option, 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. Any ‎Section 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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, date and the issue price and interest accrued prior to the issue date of such additional Notesprice) 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 a separate 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 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 Unrestricted Notes initially issued hereunder (other than differences in the issue date, the issue price and price, interest accrued prior to the issue date of such additional Notes) Notes and restrictions on transfer in an unlimited aggregate principal amount); provided that if any such additional Notes are not fungible with the Unrestricted Notes initially issued hereunder for U.S. federal securities law and income tax or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbers 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 applicable to the issuance of additional Notes, in addition to those required by Section ‎Section 17.05. In addition, the Company may, to the extent permitted by law, and, without the consent of or notice to the 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 or consent of the Holders. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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. Any Notes repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than votingthan, 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 will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company surrendered and such Notes shall not reissue or resell any Notes repurchasedno longer be considered outstanding under this Indenture.

Additional Notes; Repurchases. The Company may, without the consent of 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 and price, interest accrued prior to the issue date of such additional NotesNotes and the 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 a separate 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 applicable to the issuance of additional Notesmatters, 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 or notice to the 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. The Company may, at its option, 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. Any 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir cancellation.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional Notes) 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) 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 a one or more separate CUSIP numbernumbers. 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 required by Section 15.05, and such Opinion of Counsel to include a customary legal opinion as to the issuance enforceability under New York law of such additional Notes, in addition to those required by Section 17.05which opinion may contain customary exceptions and qualifications. In addition, the Company may, to the extent permitted by law, and, without the consent of or notice to the 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. The Any Notes that the Company may, at or its option, cause any Subsidiaries have purchased or otherwise acquired shall be deemed to remain outstanding until such time as the Company delivers such Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any ; provided, however, subject to the terms of this Indenture, all Notes repurchased by that the Company will or any of its Affiliates own shall be considered deemed not to be outstanding for all purposes under this Indenture (other than voting) unless and until such time of determining whether the Company surrenders them to the Trustee for cancellation andHolders have concurred in any direction, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue waiver or resell any Notes repurchasedconsent.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.012.02, 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 and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided provided, however, 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 a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate setting forth the terms of the additional Notes and the form thereof and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters applicable to the issuance of additional Notescovering, in addition to those statements required by Section 17.05Sections 12.02 and 12.03, the issuance, authentication and delivery of the additional Notes and the execution and authentication of the Notes are authorized or permitted by this Indenture and an Opinion of Counsel to the effect that the additional Notes are valid, binding and enforceable against the Company in accordance with their terms, subject to then customary exceptions. In addition, the Company may, to the extent permitted by law, and, without the consent of or notice to the 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. The Company may, at its option, 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. Any 2.13 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, without the consent of or notice to the 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. The Company may, at its option, 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. Any ‎Section 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, 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 offer or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, 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. Any ‎Section 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir surrender.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. The Notes initially issued hereunder and any additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture (except to the extent set forth in the immediately 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 applicable to the issuance of additional Notesmatters, 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, 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 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 notice to Holders. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.08 any Notes that the Company may repurchase (other than Notes repurchased upon a Fundamental Change pursuant to Article 15, which shall be surrendered for cancellation in accordance with Section 2.08), 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 number (to the extent such Notes are Physical Notes). Any such Notes repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than votingthan, 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 be disregarded as set forth in Section 8.04) unless and until such time the Company surrenders them such Notes to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedsurrendered 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 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 and price, interest accrued prior to the issue date of such additional NotesNotes 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 a one or more separate CUSIP numbernumbers. 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, without the consent of or notice to the 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 may, at its option, 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. Any 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation upon their repurchase and, upon receipt of a written order from the CompanyCompany Order and an Officer’s Certificate, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. The Notes initially issued hereunder and any additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture (except to the extent set forth in the immediately 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 applicable to the issuance of additional Notesmatters, 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.08‎Section 2.08 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. Any Notes repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than votingexcept for voting purposes as set forth in ‎Section 8.04) unless and until such time the Company surrenders them such Notes to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedsurrendered in accordance with ‎Section 2.08.

Additional Notes; Repurchases. The Company may, without the consent of 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 except for the issue datedate as of which interest begins to accrue, the issue price and interest accrued prior to first Interest Payment Date for such additional Notes and, for purposes of the issue accrual of Additional Interest, the last date of original issuance of such additional Notes) 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) 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 a separate CUSIP number 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 applicable required by Section 16.05, and such Opinion of Counsel to include a customary legal opinion as to the issuance enforceability under New York law of such additional Notes, in addition to those required by Section 17.05which opinion may contain customary exceptions and qualifications. In addition, the Company may, to the extent permitted by law, and, without the consent of or notice to the 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. The Any Notes that the Company may, at or its option, cause any Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding until such time as the Company delivers such Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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, Counsel which such Officer’s Certificate and Opinion of Counsel to cover shall state that such matters applicable to the issuance of additional Notes, when authenticated and delivered by the Trustee and issued by the Company in addition the manner and subject to those required by Section 17.05any conditions specified in such Opinion 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, without the consent of or notice to the 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 cash-settled derivatives, in each case, without prior notice to the Holders. The Company may, at its option, 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. Any ‎Section 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless upon their cancellation, and until such time the Company surrenders them to the Trustee for cancellation andTrustee, upon receipt of a written order from the Companycancellation order, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and price, interest accrued prior to the issue date of such additional Notes) 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 a one or more separate CUSIP numbernumbers. The Notes offered by the Offering Memorandum and any additional Notes would rank equally and ratably and would be treated as a single series for all purposes under the Indenture. 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, without the consent of or notice to the 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 or consent of the Holders. The Company may, at its option, 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 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. Any 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. 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 Notesmatters, 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, law and without the consent of or notice to the 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. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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 repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

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 and price, interest accrued prior to the issue date of such additional NotesNotes 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 U.S. securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. 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 2.04 and Section 17.05. In addition, the Company may, to the extent permitted by law, 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 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 notice to Holders. The Company may, at its option, 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. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless 2.08 and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company surrendered and such Notes shall not reissue or resell any Notes repurchasedno longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 accrued, if any, and, if applicable, restrictions on transfer in respect of such additional 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 a separate CUSIP numbernumber from both the Rule 144A Notes and the Regulation 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 applicable to the issuance of additional Notesmatters, in addition to those required by Section 17.05Sections 17.06 and 2.04, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and, without the consent of or notice to the 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 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. The Company may, at its option, shall cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any 2.08 and upon receipt of a Company Order, the Trustee shall cancel all Notes repurchased by the Company will so surrendered and such Notes shall no longer be considered outstanding for all purposes under this Indenture (upon their repurchase. The Company may also enter into cash-settled swaps or other than voting) unless and until derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such time the Company surrenders them cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee for cancellation andin accordance with Section 2.08 and will continue to be considered outstanding for purposes of this Indenture, upon receipt subject to the provisions of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedSection 8.04.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, law and without the consent of or notice to the 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, without prior notice to the Holders of the Notes. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 any Notes that the Company or its Subsidiaries may repurchase (other than Notes repurchased upon 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 Notes repurchased by that the Company will or its Subsidiaries may repurchase shall be considered outstanding for all purposes under this Indenture (other than votingthan, 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) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a CUSIP numbers separate CUSIP numberfrom the Notes initially issued hereunder. 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, law and without the consent of or notice to the 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. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 any Notes that the Company or its Subsidiaries 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. Any Notes repurchased by that the Company will or its Subsidiaries may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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, transfer restrictions, the issue price and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, law and without the consent of or notice to the 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 cash-settled derivatives. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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; provided that, if such Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, the Company will ensure such Notes will have a separate CUSIP number. Any Notes repurchased by that the Company will may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate CUSIP numberhereunder. 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 The Company may, to the extent permitted by law, and, without the consent of or notice to the Holders, directly or indirectly (regardless of whether such Notes are surrendered to 25 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. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 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 upon such reissuance or resale. Any Notes repurchased by that the Company may (or is required under this Indenture to) repurchase will be considered outstanding “outstanding” for all purposes under this Indenture (other than votingthan, 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, 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 written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest Special Interest, if any, accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, without the consent of or notice to the 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. The Company may, at its option, 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. Any ‎Section 2.08 and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a separate 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 applicable to the issuance of additional Notesmatters, 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, law and without the consent of or notice to the 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, without prior notice to the Holders of the Notes. The Company may, at its optionto the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.082.08 any Notes that the Company or its Subsidiaries 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. Any Notes repurchased by that the Company will or its Subsidiaries may repurchase shall be considered outstanding for all purposes under this Indenture (other than voting) 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 written order from the Company, the Trustee will shall cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 accrued, if any, and, if applicable, restrictions on transfer in respect of such additional 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 a separate CUSIP numbernumber from both the Rule 144A Notes and the Regulation 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 applicable to the issuance of additional Notesmatters, 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, without the consent of or notice to the 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 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. The Company may, at its option, shall cause any Notes so repurchased to be surrendered to the Trustee Note Registrar for cancellation in accordance with Section 2.082.08 and upon receipt of a Company Order, the Note Registrar shall cancel all Notes so surrendered and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase. Any The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, any Notes repurchased by underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Company Note Registrar for cancellation in accordance with Section 2.08 and will continue to be considered outstanding for all purposes under of this Indenture (other than voting) unless and until such time the Company surrenders them Indenture, subject to the Trustee for cancellation and, upon receipt provisions of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedSection 8.04.

Additional Notes; Repurchases. The Prior to the consummation of a Qualified Public Company Event, the Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and Issue Second Tranche Notes hereunder with the same terms as the Notes initially issued hereunder (except for any differences in issue date, issue price and interest accrued, if any, and that the Second Tranche Notes shall be subject to a Special Mandatory Redemption), provided that such Second Tranche Notes shall have a separate CUSIP number. Following the consummation of a Qualified Public Company Event, the Company may, without the consent of 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 and interest accrued prior to the issue date of such additional Notesaccrued, if any) in an unlimited aggregate principal amountamount not to exceed such additional principal amount that would cause the Specified Amount to not represent greater than 50% of the aggregate principal amount of the Notes then outstanding, after giving effect to such issuance of Additional Notes; provided that if any such additional Additional Notes are not fungible with the any other Notes initially issued hereunder that are then outstanding for U.S. federal income tax or for securities law purposes, such additional Additional Notes shall have a separate or no CUSIP number. 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 applicable to the issuance of additional Notesprovide, 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 The Company may, to the extent permitted by law, and, without the consent of or notice to the 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. The Company may, at its option, 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. Any , and such Notes repurchased by the Company will shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, hereunder upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. 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 17.0516.05 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, without the consent of or notice to the 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 note to the Holders. The Any Notes repurchased by the Company may, at its the Company’s option, cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased , but shall not be reissued or resold by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. 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 required by Section 2.3 and Section 10.4 of the Base Indenture, and such Opinion of Counsel to include a customary legal opinion as to the issuance enforceability under New York law of such additional Notes, in addition to those required by Section 17.05which opinion may contain customary exceptions and qualifications. 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell or surrender to the Trustee for cancellation any Notes that the Company may repurchase, in accordance with Section 2.08the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon such reissuance or resale. Any Notes repurchased by that the Company will repurchases shall be considered outstanding (except for all purposes under this Indenture (other than votingvoting purposes) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will shall cancel all Notes notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedsurrendered in accordance with Section 2.05.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest Special Interest, if any, accrued prior to the issue date of such additional 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 a CUSIP numbers separate CUSIP numberfrom the Notes initially issued hereunder. 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, 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 or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, at its option, cause any Notes so repurchased to be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased by the Company will be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01Holders, reopen the original issuance under 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 and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided provided, however, that if any such additional Notes are not fungible with the any other Notes initially issued hereunder then outstanding for U.S. federal income tax or securities law purposes, then such additional Notes shall will have a separate 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 applicable to the issuance of additional Notes, in addition to those required by Section 17.051302 of this Indenture 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, without the consent of or notice to the 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 notice to the Holders. The Any Notes repurchased by the Company may, at its option, cause any (other than Notes so repurchased pursuant to cash-settled swaps or other derivatives) shall be surrendered to the Trustee for cancellation in accordance with Section 2.08. Any Notes repurchased 214, shall not be reissued or resold by the Company will and shall no longer be considered outstanding for all purposes under this Indenture (other than voting) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchasedtheir repurchase.

Additional Notes; Repurchases. The Company may, without the consent of 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 and interest accrued prior to the issue date of such additional 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 a one or more separate CUSIP numbernumbers. 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 Notesmatters, 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 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 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 notice to, or consent of, the Holders. The In addition, the Company may, at its optionoption and to the extent permitted by applicable law, cause any Notes so repurchased to be surrendered reissue, resell, hold or surrender to the Trustee for cancellation any Notes that the Company may repurchase, in accordance with Section 2.08the 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 of 1933, as amended) upon such reissuance or resale. Any Notes repurchased by that the Company may repurchase will be considered outstanding for all purposes under this Supplemental Indenture (other than votingthan, 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 Supplemental Indenture) unless and until such time as the Company surrenders them such Notes to the Trustee for cancellation and, upon receipt of a written order from the CompanyCompany Order, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.