Common use of Amount of Notes Clause in Contracts

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Amount of Notes. The aggregate principal amount of Initial Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000€700,000,000. After the Issue Date, comprised the Company may from time to time, without notice to or the consent of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest Holders or Partial PIK Interest in respect beneficial owners of the Notes, but subject to compliance with the Issuer is entitled tocovenants described herein, without the consent create and issue Additional Notes of the holders and without regard to Section 4.03, increase the outstanding principal amount of same series as the Notes or issue additional Notes (the “PIK Notes”) issued under this Indenture on Indenture, having the same terms and conditions as (except for the Toggle Notes (Issue Date and, in each some case, the “PIK Payment”). In addition, initial issue price and the Issuer may from time first interest payment date) and being equal with the Notes in all respects (or in all respects other than the payment of interest accruing prior to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at except for the first payment of interest following the issue date of such time permitted by Section 4.03 and (ii) Additional Notes); provided that if such Additional Notes are issued in compliance not fungible with the other applicable provisions of Notes offered hereunder for U.S. federal income tax purposes, then such Additional Notes will have a separate ISIN and/or “Common Code” number, as applicable. Such Additional Notes will be consolidated and form a single series with the Notes issued under this Indenture, including, without limitation, waivers, consents, amendments, redemptions and offers to purchase. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A)Date, there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Company and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,; (2) the issue price and issuance issue date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A 2.07 in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the an indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Amount of Notes. The Trustee shall initially authenticate $500,000,000 aggregate principal amount of Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is $6,335,000,000, comprised required by Sections 10.04 and 10.05 hereof. The Trustee shall authenticate additional notes (“Additional Notes”) thereafter from time to time in unlimited amount for original issue upon a written order of $4,932,417,000 the Issuer in initial aggregate principal amount the form of Cash Pay Notes and $1,402,583,000 an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Toggle NotesCounsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. In The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) [reserved], (iii) Notes issued in connection with the payment of PIK Interest or Partial PIK Interest certain transfers and exchanges as provided in respect of the NotesSections 2.07, the Issuer is entitled to2.16 and 2.17, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or issue additional a partial repurchase of a Note as provided in Section 4.08 and (v) Notes (the “PIK Notes”) under this Indenture on the same terms and conditions exchanged as the Toggle Notes (provided in Section 8.05, in each case, the “PIK Payment”). In addition, case upon a written order of the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in form of an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of such Additional Notes which may to be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from on which interest on such Additional Notes shall accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseauthenticated.

Amount of Notes. (a) The aggregate principal amount of Trustee shall initially authenticate the Initial Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date is $6,335,000,000upon a written order of the Company (and, comprised if such Initial Notes are issued in the form of $4,932,417,000 Global Notes under the New Safekeeping Structure and such written order of the Company so specifies, shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate such Initial Notes). The Trustee shall authenticate any additional Notes (which, in initial the case of Notes issued in the form of Global Notes under the New Safekeeping Structure, are effectuated by the Common Safekeeper) (the “Additional Notes”) thereafter in unlimited aggregate principal amount (so long as permitted by the terms of Cash Pay Notes and $1,402,583,000 this Indenture) for original issue upon a written order of the Company in the form of a Company Order in aggregate principal amount as specified in such order (other than as provided in Section 2.8); provided that, at the time of Toggle Notes. In connection such issuance, the Company is in compliance with the payment of PIK Interest or Partial PIK Interest covenants set forth in respect of this Indenture. Each such written order shall specify the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) to be authenticated and the Incurrence of date on which the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and are to be authenticated (ii) and, if such Additional Notes are issued in compliance with the other applicable provisions form of this IndentureGlobal Notes under the New Safekeeping Structure and such written order of the Company so specifies, shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate such Additional Notes). With respect to In authenticating any Additional Notes issued after Notes, the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there Trustee shall be (a) established in or pursuant entitled to a resolution conclusively rely upon an Officers’ Certificate and Opinion of Counsel complying with Section 11.4 and also stating that the Board of Directors authentication and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:Notes is permitted by this Indenture. (1b) the aggregate principal amount of such The Additional Notes which may be authenticated shall have identical terms and delivered under this Indenture, (2) conditions as the Initial Notes, other than the issue date, and, in some cases, the issue price and issuance date of such Additional Notes, including first Interest Payment Date and the date from which interest on such Additional Notes shall thereon will begin to accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of . The Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, will be treated as a single class for all purposes under this Indenture, including, without limitation, voting, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and If any Additional Notes issued as Toggle are not fungible for U.S. federal income tax purposes with the Initial Notes, maysuch Additional Notes will be required to have a CUSIP, at ISIN or other identifying number that is different than the Issuer’s optionCUSIP, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseISIN or other identifying number of the Initial Notes.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000300,000,000 (the “Initial Notes”). The Notes shall mature on January 14, comprised of $4,932,417,000 2050 (the “Stated Maturity”), unless the Notes are redeemed prior to that date as described in initial Article III. The aggregate principal amount of Cash Pay Initial Notes and Outstanding at any time may not exceed $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes300,000,000, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 208, 210, and 1105 of this Indenture and except for any Notes which, pursuant to Section 2.07207 of this Indenture, 2.08are deemed never to have been authenticated and delivered. The Company may, 2.09without the consent of the Holders, 2.10, 3.06, 4.06(gissue additional Notes hereunder as part of the same series and on the same terms and conditions (and having the same Guarantors) and with the same CUSIP number as the Initial Notes (“Additional Notes”), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of but such Additional Notes which may be authenticated and delivered under this Indenture, (2) offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment date than the issue price and issuance date of such Initial Notes; provided that if any Additional NotesNotes are not fungible with the Initial Notes for U.S. federal income tax purposes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, will not have the same CUSIP number as the Initial Notes; provided further that such Additional Notes issued pursuant to Regulation S under the Securities Act may initially be issued under a temporary CUSIP during the applicable Restricted Period. Unless the context otherwise requires, all references to the Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which include any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes 200,988,002 . (the “PIK Notes”a) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer The Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited a principal amountamount not to exceed (i) the ETI Funding Obligation, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 4.03(b)(xxxi), the Liens with respect thereto are permitted by Section 4.12, and such Additional Notes are issued to ETI and either (1) sold for cash at no less than par or (2) granted on a dollar-for-dollar basis in exchange for the payment of the ETI Funding Obligation and are otherwise issued in compliance with the other applicable provisions of this Indenture, and (ii) $10,000,000, so long as the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xxxii), the Liens with respect thereto are permitted by Section 4.12, and such Additional Notes are otherwise issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 2.103.09, 3.06, 4.06(g4.06(f), 4.08(c), 4.18(c), 4.19(b) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1i) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,; (2ii) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and (3iii) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and. (4b) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee and the Collateral Agent at or prior to the delivery of the Officers’ Officer’s Certificate or the an indenture supplemental hereto setting forth the terms of the Additional Notes. . (c) The Cash Pay Notes, including Initial Notes and any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes; provided, including any PIK Notes and any that if the Additional Notes issued as Toggle Notesare not fungible with the Initial Notes for U.S. federal income tax purposes, maythe Additional Notes will have a separate CUSIP number, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseif applicable.

Amount of Notes. The Trustee shall initially authenticate and deliver the Notes for original issue on the Issue Date in an aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount 400,000,000 of the Notes or issue additional Notes (upon a written order of the “PIK Notes”) under this Indenture on Company in the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”)form of a Company Order. In addition, the Issuer may at any time and from time to time after time, the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence Trustee shall upon a written order of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part Company in the form of one or more Global a Company Order authenticate and deliver any (i) additional Notes and, (“Additional Notes”) in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne unlimited aggregate principal amount (so long as permitted by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, Section 4.09 hereof) or (ii) Exchange Notes or private exchange notes for issue only in an Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for like principal amount of Notes. Each such written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.02 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. All the Notes issued under this Indenture shall be consolidated with and form a single class with the Notes and shall have the same terms as to status waivers, amendments, redemptions and offers to purchase, redemptions or otherwise as the Notes. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, mayNotwithstanding anything else in this Indenture to the contrary, at the IssuerCompany’s option, Additional Notes may be treated issued with the same CUSIP number as a single class for all purposes under this Indenturethe Initial Notes or the Exchange Notes, includingas the case may be, and without limitationthe Private Placement Legend, waivers, amendments, redemptions provided that the Company has furnished an Opinion of Counsel to the Trustee confirming that such issuance would not conflict with federal and offers to purchasestate securities laws and the rules and regulations of the Commission.

Amount of Notes. The Trustee shall initially authenticate (i) $800,000,000 aggregate principal amount of 2028 Notes which may be authenticated and delivered under this Indenture (ii) $600,000,000 aggregate principal amount of 2033 Notes, in each case for original issue on the Issue Date is $6,335,000,000upon a written order of the Issuer signed by one Officer, comprised together with an Officer’s Certificate of $4,932,417,000 in initial aggregate principal amount the Issuer and an Opinion of Cash Pay Notes and $1,402,583,000 in aggregate principal amount Counsel. The Issuer may from time to time, without notice to or the consent of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect then existing Holders of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such which Additional Notes is at such time permitted by Section 4.03 will have the form and (ii) such Additional terms as the Initial Notes are issued in compliance with or the other applicable provisions of this Indenture. With respect to any Additional Notes issued after Exchange Notes, as the Issue Date (case may be, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance price, the date of such Additional Notes, including issuance and the date from which interest on thereon will begin to accrue and such Additional Notes shall accrue; (3) if applicable, that such Additional will form a single series with the previously issued Initial Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Exchange Notes, as the form of case may be, including for voting purposes; provided that any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted fungible with the Initial Notes or the Exchange Notes, as the case may be, for United States federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the Initial Notes or the Exchange Notes, as the case may be. The Trustee shall not be issued authenticate such Additional Notes upon a written order of the Issuer in the form of Initial an Officer’s Certificate in aggregate principal amount as specified in such order. The Trustee shall also authenticate (i) replacement Notes as set forth provided in Exhibits A-1 Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and A-2exchanges as provided in Sections 2.07, but shall be 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of Exchange an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes as set forth in Exhibits B-1 of each series to be authenticated and B-2. If any of the terms of any Additional date on which the Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall series are to be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseauthenticated.

Amount of Notes. The aggregate principal amount of Trustee shall authenticate (i) Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 (the “Initial Notes”) in initial the aggregate principal amount not to exceed $356,997,400 (which Notes, for the avoidance of Cash Pay doubt, include the Backstop Notes), (ii) Additional Notes and $1,402,583,000 in an aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect equal to three percent (3.0%) of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding aggregate principal amount of the Notes or issue additional Notes outstanding as of December 31, 2021 as and to the extent required by Section 4.26 and (the “PIK Notes”iii) under this Indenture on the same terms subject to Sections 4.06 and conditions as the Toggle Notes (in each case4.10, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence upon a written order of the Indebtedness represented by Issuers in the form of an Officers’ Certificate of the Issuers or a supplemental indenture. The Officers’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder. Upon receipt of a written order of the Issuers in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuers. Additional Notes (including any Notes issued pursuant to Section 4.26) shall rank equal in right of payment with the Initial Notes and may be issued without notice to, or consent of, the Holders, and such Additional Notes is at such time permitted by (including any Notes issued pursuant to Section 4.03 4.26) shall have the have identical terms and conditions as the Initial Notes, other than with respect to the issue date, issue price and first Interest Payment Date thereto. Additional Notes (iiincluding any Notes issued pursuant to Section 4.26) shall be treated as part of the same class as the Initial Notes under this Indenture for all purposes, including waivers, amendments, redemptions and offers to purchase; provided that Additional Notes (including any Notes issued pursuant to Section 4.26) shall not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are issued in compliance fungible with the other applicable provisions of this Indentureexisting Notes for U.S. federal income tax purposes. With respect to any Any Additional Notes (including any Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c4.26) or Appendix A), there shall be (a) established in or pursuant to a resolution part of the Board of Directors and (b) (i) set forth or determined in same issue as the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes and will vote on all matters as set forth in Exhibits A-1 and A-2, but shall be issued in one class with the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Initial Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any (including any Notes issued pursuant to Section 4.26, if any). With respect to any Additional Notes, the Issuers shall set forth in (1) a resolution of their Board of Directors and (2) an Officers’ Certificate or (ii) one or more indentures supplemental hereto, the following information: (A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (B) the issue price and the issue date of such Additional Notes, including any PIK Notes and any the date from which interest shall accrue; and (C) whether such Additional Notes issued shall be Restricted Notes. Each Global Note or Definitive Note, as Toggle Notesapplicable shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, maycancellations, at conversions, transfers, exchanges, issuances of Additional Notes (to the Issuer’s option, be treated as a single class extent such issuances are fungible with the Notes represented by such Global Note for all purposes under U.S. federal income tax purposes) and increases in connection with Section 4.26 of this Indenture, including, without limitation, waivers, amendments, redemptions permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee in such manner and offers to purchaseupon instructions given by the Company in accordance with this Indenture.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes350,000,000. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is Issuers are entitled to, without the consent of the holders and without regard to Section 4.03holders, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In additionUnless the context otherwise requires, for all purposes of this Indenture and the Issuer Notes, references to the Notes includes any PIK Notes actually issued and references to “principal amount” of the Notes include any increase in the principal amount of the outstanding Notes (including PIK Notes) as a result of the payment of PIK Interest or Partial PIK Interest. The Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g4.06(e), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,; (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer EPE Holdings and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the an indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Initial Notes and any PIK Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s Issuers’ option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any ; provided that if the Additional Notes issued as Toggle Notesare not fungible with the Initial Notes for U.S. federal income tax purposes, maythe Additional Notes will have a separate CUSIP number, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseif applicable.

Amount of Notes. The Trustee shall initially authenticate and deliver the Notes for original issue on the Issue Date in an aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount 260,000,000 of the Notes or issue additional Notes (upon a written order of the “PIK Notes”) under this Indenture on Company in the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”)form of a Company Order. In addition, the Issuer may at any time and from time to time after time, the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence Trustee shall upon a written order of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part Company in the form of one or more Global a Company Order authenticate and deliver any (i) additional Notes and, (“Additional Notes”) in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne unlimited aggregate principal amount (so long as permitted by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, Section 4.09 hereof) or (ii) Exchange Notes or private exchange notes for issue only in an Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for like principal amount of Notes. Each such written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.02 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. All the Notes issued under this Indenture shall be consolidated with and form a single class with the Notes and shall have the same terms as to waivers, amendments, redemptions and offers to purchase, redemptions or otherwise as the Notes. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, mayNotwithstanding anything else in this Indenture to the contrary, at the IssuerCompany’s option, Additional Notes may be treated issued with the same CUSIP number as a single class for all purposes under this Indenturethe Initial Notes or the Exchange Notes, includingas the case may be, and without limitation, waivers, amendments, redemptions the Private Placement Legend; provided that the Company has furnished an Opinion of Counsel to the Trustee confirming that such issuance would not conflict with federal and offers to purchasestate securities laws and the rules and regulations of the Commission.

Amount of Notes. The Trustee shall initially authenticate $550,000,000 aggregate principal amount of Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date is $6,335,000,000, comprised (the “Initial Notes”) upon a written order of $4,932,417,000 the Issuer in initial the form of an Officer’s Certificate. The Trustee shall authenticate additional notes (“Additional Notes”) thereafter from time to time in unlimited aggregate principal amount for original issue upon a written order of Cash Pay Notes and $1,402,583,000 the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Additional Notes shall rank equal in right of Toggle Notes. In connection payment with the payment of PIK Interest Initial Notes and may be issued without notice to, or Partial PIK Interest in respect of the Notesconsent of, the Issuer is entitled toHolders, without and such Additional Notes shall have the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same have identical terms and conditions as the Toggle Initial Notes, other than with respect to the issue date, issue price and first Interest Payment Date thereto. Additional Notes (in each case, shall be treated as part of the “PIK Payment”). In addition, same class as the Issuer may from time to time after the Issue Date issue Additional Initial Notes under this Indenture in an unlimited principal amountfor all purposes, so long as (i) the Incurrence of the Indebtedness represented by such including waivers, amendments, redemptions and offers to purchase; provided that Additional Notes is at such time permitted by Section 4.03 and (ii) shall not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) [reserved], (iii) Notes issued in compliance connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the other applicable provisions Notes as provided in Section 3.06 or a partial repurchase of this Indenturea Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in an aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. With respect to any Additional Notes issued after Notes, the Issue Date Issuer shall set forth in (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c1) or Appendix A), there shall be (a) established in or pursuant to a resolution of the its Board of Directors and (b2) (i) set forth or determined in the manner provided in an Officer’s Certificate or and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notesfollowing information: (1A) the aggregate principal amount of such Additional Notes which may to be authenticated and delivered under pursuant to this Indenture,; (2B) the issue price and issuance the issue date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and (3C) if applicable, that whether such Additional Notes shall be issuable in whole or in part in Restricted Notes. The Initial Notes and the form of one or more Global Additional Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for the Additional Notes registeredwill vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that shall have the right to vote or consent as a separate class on any matter to which such Holders are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2entitled to vote or consent. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the and an indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Amount of Notes. The aggregate principal amount Upon receipt of a written order of the Issuer, the Trustee shall authenticate (i) Initial Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial the aggregate principal amount of Cash Pay Notes not to exceed $400,000,000 and $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the holders and without regard (ii) subject to Section 4.034.05 (unless terminated pursuant to Section 4.15), increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence upon a written order of the Indebtedness represented by such Additional Issuer in the form of an Officer’s Certificate of the Issuer. The Officer’s Certificate shall specify the amount of the Notes is at such time permitted by Section 4.03 and (ii) such Additional to be authenticated, the date on which the Notes are issued in compliance with to be authenticated, and the other applicable provisions of this Indenturenames and delivery instructions for each Holder. With respect to any Additional Furthermore, Notes issued after the Issue Date (except for Notes may be authenticated and delivered upon registration of transfer oftransfer, or in exchange for, or in lieu of, other Notes pursuant to Section 2.03, Section 2.07, Section 2.08, 2.09Section 2.11, 2.10Section 3.06 or Section 8.05, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or connection with an Asset Disposition Offer pursuant to Section 4.07 or in connection with a resolution Change of Control Offer pursuant to Section 4.14. Upon receipt of a written order of the Board of Directors and (b) (i) set forth or determined Issuer in the manner provided in form of an Officer’s Certificate or (ii) established Certificate, the Trustee shall authenticate Notes in one or more indentures supplemental hereto, prior substitution for Notes originally issued to reflect any name change of the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, that such Issuer. Any Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional same issue as the Notes are established by action taken pursuant to a resolution of being issued on the Board of Directors, a copy of an appropriate record of such action date hereof and shall be certified by vote on all matters as one class with the Secretary or any Assistant Secretary of Notes being issued on the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenturedate hereof, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at For the Issuer’s option, be treated as a single class for all purposes under of this Indenture, includingexcept as specified in Section 4.05, without limitationreferences to the Notes include Additional Notes, waiversif any; provided, amendmentsthat if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes (as reasonably determined by the Issuer), redemptions and offers to purchasethe Additional Notes will have a separate CUSIP number.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect upon a written order of the NotesIssuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is entitled to, without the consent of the holders required by Sections 11.04 and without regard to Section 4.03, increase the outstanding principal 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same having identical terms and conditions as the Toggle Notes (in each caseother than the issue date, the “PIK Payment”). In additionissue price, the Issuer may first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amounttime, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) provided that unless such Additional Notes are issued in compliance fungible with the other applicable provisions of this Indenture. With respect to any existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued after the Issue Date (except with a separate ISIN or Common Code, in unlimited amount for Notes authenticated and delivered original issue upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution written order of the Board of Directors and (b) (i) set forth or determined Issuer in the manner provided in form of an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) established temporary Notes as provided in one Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or more indentures supplemental heretoa partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, prior to in each case upon a written order of the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part Issuer in the form of one or more Global Notes and, an Officer’s Certificate in aggregate principal amount as specified in such case, order. Each such written order shall specify the respective depositaries for such Global Notes, principal amount of Notes to be authenticated and the form of any legend or legends date on which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseauthenticated.

Amount of Notes. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes500,000,000. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer The Company may from time to time after the Issue Date Date, without the consent of the Holders, issue Additional Notes under this Indenture in an unlimited principal amount, so long subject to compliance with the covenants contained in this Indenture. Additional Notes shall have the same terms as the Original Notes (iother than the issue date, the issue price and, under certain circumstances, the first interest payment date and the first date from which interest accrues) the Incurrence and be part of the Indebtedness represented by such Additional same issue as the Original Notes is at such time permitted by Section 4.03 for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and (ii) offers to purchase; provided that if any such Additional Notes are issued in compliance not fungible with the other applicable provisions of this IndentureOriginal Notes for U.S. federal income tax purposes, such Additional Notes shall have a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g3.08, 4.04 and 4.08 or the Appendix), 4.08(c) or Appendix A), there the Company shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental heretoCertificate, prior copies of which shall be delivered to the issuance of such Additional NotesTrustee, the following information: (1a) the aggregate principal amount of such Additional Notes which may to be authenticated and delivered under this Indenture,; (2b) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4c) if applicable, that the CUSIP number of such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Amount of Notes. The Trustee shall initially authenticate $400,000,000 aggregate principal amount of 2029 Senior Notes which may be authenticated (the “Initial 2029 Senior Notes”) and delivered under this Indenture $400,000,000 aggregate principal amount of 2032 Senior Notes (the “Initial 2032 Senior Notes” and, together with the Initial 2029 Senior Notes, the “Initial Notes”), in each case, for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is $6,335,000,000required by Sections 10.04 and 10.05 hereof. The Trustee shall authenticate the Additional 2029 Senior Notes or the Additional 2032 Senior Notes, comprised in each case, thereafter from time to time in an unlimited amount for original issue upon a written order of $4,932,417,000 the Issuer in initial aggregate principal amount the form of Cash Pay Notes and $1,402,583,000 an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Toggle Notes. In connection with Counsel, which opinion shall cover the payment enforceability of PIK Interest or Partial PIK Interest in respect such Notes as well as what is required by Sections 10.04 and 10.05 hereof; provided that the Additional Notes of a series shall have identical terms to the Notes, the Issuer is entitled to, without the consent Initial Notes of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture such series offered on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu ofDate, other Notes pursuant to Section 2.07than, 2.08if applicable, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on will accrue and the first Interest Payment Date; provided, further, that if any Additional Notes of a series are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such Additional Notes of such series will have a separate CUSIP number and ISIN from the Initial Notes of such series. The Trustee shall accrue; also authenticate (3i) if applicablereplacement Notes as provided in Section 2.08, that such Additional (ii) Notes shall be issuable issued in whole connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iii) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in part Section 4.08 and (iv) Notes exchanged as provided in Section 8.04, in each case upon a written order of the Issuer in the form of one or more Global Notes and, an Officer’s Certificate in aggregate principal amount as specified in such case, order. Each such written order shall specify the respective depositaries for such Global Notes, principal amount of Notes to be authenticated and the form of any legend or legends date on which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. The Cash Pay Notes, including any Additional Notes issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Toggle Notes, including any PIK Notes and any Additional Notes issued as Toggle Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseauthenticated.