Common use of Additional Notes; Repurchases Clause in Contracts

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 of the Notes, create and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided that if such Additional Notes are not fungible with the outstanding Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. 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 Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indenture.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (except for any differences in the issue price, except that Additional Notes: (i) may have a different the issue date from the Initial Notes; (iiand interest accrued, if any) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber from both the Rule 144A Notes and the Regulation S Notes. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.06. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or consolidated affiliated entities or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, and they will no longer be considered “outstanding” under this Indenture upon their purchasecancellation. The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such Notes cash-settled swaps or other derivatives shall no longer not be required to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and will continue to be considered “outstanding” for purposes of determining whether this Indenture, subject to the requisite Holders provisions of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureSection 8.04.

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

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities laws purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber or no CUSIP number. Such Additional The Notes may and any additional Notes would rank equally and ratably and would be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture (except to the same terms as extent set forth in the immediately preceding sentence). Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes outstanding under this Indenture upon their repurchase, and upon receipt of determining whether a written order from the requisite Holders of Company, the required principal amount of Trustee will cancel all the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company last paragraph of Section 2.03 of the Base Indenture shall be superseded by this Section 2.09, and any reference in the Base Indenture to such paragraph thereof shall be deemed to refer instead to this Section 2.09. The Issuer may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of and notwithstanding Section 2.02, reopen the Notes, create Indenture and issue pursuant additional Notes under the Indenture with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price, issue date and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law or federal income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Issuer shall vote together as one class on all matters with respect deliver to the NotesTrustee an Issuer Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 11.05 of the Base Indenture, as the Trustee shall reasonably request. The Company In addition, the Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), purchase repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company Issuer or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company Issuer shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.07 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent Outstanding under the IndentureIndenture upon their repurchase.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes of the Indenturesame 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, without notice to or the consent issue price and, if applicable, the date of the Holders first payment of interest, the Notesdate from which interest will accrue, create and issue pursuant the CUSIP or other securities numbers and, to the Indenture extent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes (the “Additional Notes”) having terms shall be consolidated and conditions identical to those of the Initial Notes and ranking equally and ratably form a single series with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesNotes initially issued hereunder; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall may cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such cancellation in accordance with Section 2.08 and any Notes so surrendered and cancelled shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant 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 Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes); provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect 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 state 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 legally binding obligations of the Company, enforceable in accordance with their terms, subject to customary qualifications and assumptions. The 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), purchase 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 shall may, at its option, cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee for cancellation, 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 their purchasereceipt of a written order from the Company, such the Trustee will cancel all Notes so surrendered. For the avoidance of doubt, for so long as the Notes remain secured by the Collateral, no Additional Notes shall no longer be considered “outstanding” for purposes of determining whether issued that are secured by the requisite Holders of the required principal amount of the Notes have concurred in same Collateral or any direction, amendment, waiver or consent under the Indentureportion thereof.

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 of the Notes, create and issue pursuant to increase the Indenture principal amount of the Notes by issuing additional Notes having the same terms and conditions as, and ranking equally and ratably with, the Notes in all respects (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes), except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may may, if applicable, have a different amount of interest payable on the accrual date and first Interest Payment Date after issuance following the issue date of such Additional Notes than is payable on the Initial Notes; provided that if any such Additional Notes are not fungible with the outstanding Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. Such Except as set forth in ‎Section 5.05, the Initial Notes and any Additional Notes may will, in each case, be consolidated and form a single series withseries, and shall will have the same terms as to ranking, redemption, repurchase, waivers, amendments or otherwise asotherwise, the Initial Notes and shall will vote together as one class on all matters with respect to the Notesmatters. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to Additional Notes hereunder with the Indenture additional same terms as the Notes initially issued hereunder (the “Additional Notes”except for any differences in issue date, issue price and interest accrued, if any) having terms and conditions identical to those of in an aggregate principal amount that, when taken together with the Initial Notes and ranking equally and ratably with all other Additional Notes (for the Initial avoidance of doubt, not including any PIK Notes), except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin each case, then outstanding, does not exceed $260,000,000; provided that if any such Additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax and securities law purposes, such Additional Notes shall have one or more a separate CUSIP numbersnumber (if any) to the extent any Notes initially issued hereunder in the form of a Physical Note have been exchanged for a beneficial interest in a Global Note pursuant to Section 2.05(b). Such 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 provide, in addition to those matters required by Section 18.05, that the Additional Notes may be consolidated have been duly authorized by the Company and form 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 single series withproceeding in equity or law, and shall have such other items as the same terms as to ranking, redemption, waivers, amendments or otherwise asTrustee may reasonably request. In addition, the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureoutstanding hereunder upon their repurchase.”

Additional Notes; Repurchases. The Company may, from time without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to time, subject the issue date of such additional Notes and any changes necessary to ensure compliance with any the Securities Act (or other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notes, create and issue pursuant to the Indenture additional Notes (the “Additional Notes”securities laws)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional The Notes may initially issued hereunder and any additional Notes will rank equally and ratably and will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture (except to the same terms as extent set forth in the immediately preceding sentence). Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or Affiliates or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior notice to, or consent of, the Holders. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

Additional Notes; Repurchases. The Company Issuer may, from time to timenotwithstanding Section 2.01, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notes, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes); provided that it has given written notice to and obtained written consent from the Required Holders prior to such date of issuance of additional Notes; and provided, further, that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall not have the same terms CUSIP numbers as the Notes initially issued hereunder. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Issuer shall vote together as one class on all matters with respect deliver to the NotesTrustee (copied to the Paying Agent and Note Registrar) an Issuer Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The Company In addition, the Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), purchase repurchase Notes in the open market or otherwise, whether by the Company Issuer or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company Issuer shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes (or any Notes that have been resold after they have been purchased or otherwise acquired by the Company or its Subsidiaries) are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities laws or income tax purposes, such Additional additional Notes (or such resold Notes) shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 16.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause Subject to Section 8.04, any Notes so purchased (other than Notes purchased pursuant repurchased shall be deemed to cash-settled swaps or other derivatives) to be surrendered remain outstanding until and unless they are delivered, together with a cancellation order, to the Trustee for cancellation. Upon delivery of such cancellation order, and, upon their purchase, the Trustee shall cancel such repurchased Notes in accordance with Section 2.08 and such repurchased Notes shall no longer thereafter not be considered “outstanding” for purposes outstanding under this Indenture as a result of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indenturetheir repurchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to Additional Notes hereunder with the Indenture additional same terms as the Notes initially issued hereunder (the “Additional Notes”except for any differences in issue date, issue price and interest accrued, if any) having terms and conditions identical to those of in an aggregate principal amount that, when taken together with the Initial Notes and ranking equally and ratably with all other Additional Notes (for the Initial avoidance of doubt, not including any PIK Notes), except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin each case, then outstanding, does not exceed $235,000,000; provided that if any such Additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax and securities law purposes, such Additional Notes shall have one or more a separate CUSIP numbersnumber (if any) to the extent any Notes initially issued hereunder in the form of a Physical Note have been exchanged for a beneficial interest in a Global Note pursuant to Section 2.05(b). Such 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 provide, in addition to those matters required by Section 18.05, that the Additional Notes may be consolidated have been duly authorized by the Company and form 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 single series withproceeding in equity or law, and shall have such other items as the same terms as to ranking, redemption, waivers, amendments or otherwise asTrustee may reasonably request. In addition, the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureoutstanding hereunder upon their repurchase.

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

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (other than differences in the issue date, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposespurposes or securities law purposes or have different restrictions on transfer, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any of these additional Notes may be consolidated and form will, together with the Notes initially issued hereunder, constitute a single series with, and shall of Notes under this Indenture. Holders of any such additional Notes will have the same terms right to vote together with Holders of the Notes initially issued hereunder as one class. Except as otherwise specified herein, all references to ranking, redemption, waivers, amendments or otherwise asthe “Notes” shall include any such additional Notes that are actually issued. Prior to the issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly repurchase Notes (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by through the Company or its Subsidiaries or Subsidiaries, through a private or public tender or exchange offer offers or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether outstanding under this Indenture upon their surrender to the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureTrustee.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture issue date of such additional Notes) in an unlimited aggregate principal amount; so long as such additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided that if such Additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes. 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 Additional Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 16.05 and that the form and terms of such Notes shall have one 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 more separate CUSIP numberslaw. 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 asIn addition, the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to may, at the Company’s option, be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, such Notes but shall no longer not be considered “outstanding” for purposes of determining whether reissued or resold by the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureCompany.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (except for any differences in the issue date, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial and, if applicable, restrictions on transfer in respect of such additional Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 16.05. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell, hold or other derivatives) to be surrendered surrender to the Trustee for cancellation, andany Notes that it may repurchase, in the case of a reissuance or resale, so long as the Notes do not constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act upon their purchasesuch reissuance or resale. Any Notes that the Company or its Subsidiaries may repurchase will be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes shall no longer be considered “outstanding” are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for purposes the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture, such Notes shall be disregarded as set forth in Section 8.04) unless and until such time as the IndentureCompany surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee will cancel all Notes so surrendered in accordance with Section 2.08.

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 of and notwithstanding Section 2.01, reopen this Indenture for the Notes, create Notes and issue pursuant 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 Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber or no CUSIP number. Such Additional The Notes may and any additional Notes would rank equally and ratably with each other and would be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by lawlaw and without notice to or the consent of holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant may, to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation in accordance with Section 2.07 any Notes that the Company may repurchase, andin the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined in Rule 144) upon their purchasesuch reissuance or resale; provided that, if any such Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax law purposes, such reissued or resold Notes shall have a separate CUSIP number or no longer CUSIP number. Any Notes that the Company may repurchase shall be considered “outstanding” outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any of the Company’s Affiliates, for the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture) unless and until such time the IndentureCompany surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the Indenture issue date of such additional Notes (and, if applicable, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Interest Payment Date after issuance than is payable and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered promptly deliver to the Trustee for cancellation, and, upon their purchase, such cancellation any Notes that it or any of its Subsidiaries shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver purchased or consent under the Indentureotherwise acquired.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice to the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes hereunder (in addition to any PIK Notes) with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably in an aggregate principal amount together with the Initial Notes, except that Additional Notes: (i) may have a different issue date from Principal Amount not to exceed $200,000,000 in the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesaggregate; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any additional Notes may will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture except as set forth in the same terms as first sentence of this Section 2.10. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transaction or private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to or consent of the Holders. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of, and restrictions on transfer in respect of, such additional Notes and, if applicable, restrictions on transfer in respect of the such additional Notes) in an unlimited aggregate principal amount (such additional Notes, create and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes); provided that if any such Additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional Notes shall have one or more separate CUSIP numbers. Such Prior to the issuance of any 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 asNotes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase offer to repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior notice to the Holders. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that the Company may repurchase, andin the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon their purchasesuch reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax or securities law purposes, such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes reissued or resold notes will have concurred in any direction, amendment, waiver one or consent under the Indenturemore separate CUSIP numbers.

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 of the Notes, create and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date interest payment date after issuance than is payable on the Initial Notes (provided, however, a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the first interest payment date after issuance than is payable on the Initial Notes, if required by DTC); provided that if such Additional Notes are not fungible with the outstanding Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. 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 asotherwise, as the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, andtogether with a Company Order to cancel such Notes, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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 of and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number (or, if prior to the Fungibility Date, the same CUSIP numbers as the Rule 144A Notes or the Regulation S Notes, create as applicable) as the Notes initially issued hereunder (except for any differences in the issue price, issue date and issue pursuant to the Indenture interest accrued, if any) in an unlimited aggregate principal amount; provided that any such additional Notes (must be issued under a separate CUSIP number from both the “Additional Notes”) having terms and conditions identical to those of the Initial Rule 144A Notes and ranking equally and ratably with the Initial Regulation S Notes, except that Additional Notes: unless (i) may have a different issue date from they are fungible with the Initial Rule 144A Notes or the Regulation S Notes; , as applicable, for securities law purposes and (ii) may have they are issued pursuant to a different issue price from “qualified reopening” of the Initial Rule 144A Notes or the Regulation S Notes; and (iii) may have , as applicable, are otherwise treated as part of the same “issue” of debt instruments as the Rule 144A Notes or the Regulation S Notes, as applicable, or are issued with no more than a different de minimis amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided that if such Additional Notes are not fungible with the outstanding Initial Notes original discount, in each case for U.S. federal income tax purposes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Additional Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. The Rule 144 Notes, the Regulation S Notes shall have one or more separate CUSIP numbers. Such Additional and any additional Notes may would be consolidated and form treated as a single series with, class for all purposes under the Indenture and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise as, the Initial Notes and shall would vote together as one class on all matters with respect to the Notes. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08 and upon receipt of a Company Order, and, upon their purchase, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered “outstanding” outstanding under this Indenture upon their repurchase. The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and will continue to be considered outstanding for purposes of determining whether this Indenture, subject to the requisite Holders provisions of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureSection 8.04.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 16.05 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. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to may, at the Company’s option, be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, such Notes but shall no longer not be considered “outstanding” for purposes of determining whether reissued or resold by the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureCompany.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request, including, without limitation, 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, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, and such Notes shall will no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, from time within a 13-day period after the date hereof pursuant to time, subject to compliance with any other applicable provisions of the Indenture, Private Placement Memorandum and without notice to or 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 (except for any differences in issue price and interest accrued, if any) in an aggregate principal amount not to exceed $10,000,000, including placing a portion of the Notes, create and issue pursuant to the Indenture proceeds of such additional Notes (in the “Additional Notes”) having Escrow Account to secure any interest payments on or before December 15, 2017 for such additional Notes in accordance with the terms and conditions identical to those of the Initial Notes Pledge and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesEscrow Agreement; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax and securities law purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 19.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) or redeemed to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureoutstanding hereunder upon their repurchase.

Additional Notes; Repurchases. The Subject to the terms and conditions of the Exchange Agreement, the Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice to the Holders and notwithstanding Section 2.01(a), reopen this Indenture to issue Additional Notes hereunder solely to satisfy the Company’s obligations in relation to the Delayed Draw Purchase. Any Additional Notes issued shall have the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, and, if applicable, restrictions on transfer in respect of the Notes, create and issue such Additional Notes (including pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial NotesSection 2.05 hereunder)); provided, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided that if any such Additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law or income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. Such The Initial Notes, any Additional Notes may and any PIK Notes (and any Replacement Notes in respect thereof) shall be consolidated and form treated as a single series withfor all purposes under this Indenture, including directions, waivers, amendments, consents, liquidating distributions and offers to purchase, and none of the Holders of any Initial Notes, any Additional Notes or any PIK Notes (and any Replacement Notes in respect thereof) shall have the same terms right to vote or consent as a separate class on any matter to ranking, redemption, waivers, amendments which such Holders are entitled to vote or otherwise asconsent. Prior to the issuance of any such Additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. The In addition, subject to the Exchange Agreement, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the Notesand notwithstanding ‎Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (other than differences in the issue date, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposespurposes or securities law purposes or have different restrictions on transfer, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any of these additional Notes may be consolidated and form will, together with the Notes initially issued hereunder, constitute a single series with, and shall of Notes under this Indenture. Holders of any such additional Notes will have the same terms right to vote together with Holders of the Notes initially issued hereunder as one class. Except as otherwise specified herein, all references to ranking, redemption, waivers, amendments or otherwise asthe “Notes” shall include any such additional Notes that are actually issued. Prior to the issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by ‎Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly repurchase Notes (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by through the Company or its Subsidiaries or Subsidiaries, through a private or public tender or exchange offer offers or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with ‎Section 2.08, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether outstanding under this Indenture upon their surrender to the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureTrustee.

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 of the a series of Notes, create and issue pursuant to increase the Indenture principal amount of such series of Notes by issuing additional Notes having the same terms and conditions as, and ranking equally and ratably with, such series of Notes in all respects (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes), except that Additional Notes: (i) may have a different issue date from the Initial NotesNotes of such series; (ii) may have a different issue price from the Initial NotesNotes of such series; and (iii) may may, if applicable, have a different amount of interest payable on the accrual date and first Interest Payment Date after issuance following the issue date of such Additional Notes than is payable on the Initial NotesNotes of such series; provided that if any such Additional Notes are not fungible with the outstanding Initial Notes of the applicable series for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. Such Except as set forth in ‎Section 5.05, the applicable Initial Notes and any Additional Notes may of such series will, in each case, be consolidated and form a single series withseries, and shall will have the same terms as to ranking, redemption, repurchase, waivers, amendments or otherwise asotherwise, the Initial Notes and shall will vote together as one class on all matters with respect to the Notesmatters. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes under this Indenture with the same terms as the Notes issued hereunder (other than differences in the issue date, the issue price and interest accrued prior to the Indenture issue date of such additional Notes (and, if applicable, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Interest Payment Date after issuance than is payable and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may initially issued hereunder and the additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered promptly deliver to the Trustee for cancellation, and, upon their purchase, such cancellation any Notes that it or any of its Subsidiaries shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver purchased or consent under the Indentureotherwise acquired.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes of the Indenturesame 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, without notice to or the consent issue price and, if applicable, the date of the Holders first payment of interest, the Notesdate from which interest will accrue, create and issue pursuant the CUSIP or other securities numbers and, to the Indenture extent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes (the “Additional Notes”) having terms shall be consolidated and conditions identical to those of the Initial Notes and ranking equally and ratably form a single series with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesNotes initially issued hereunder; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries Subsidiaries, or through a privately negotiated transaction (which may be done on a non-pro rata basis) or a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or prior notice to the Holders of the Notes, and upon such terms and at such prices as well as with such consideration as the Company or its Subsidiaries may determine. The Company shall may cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such cancellation in accordance with Section 2.08 and any Notes so surrendered and cancelled shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 2.01, 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 price, interest accrued prior to the issue date of the such additional Notes, create transfer restrictions and issue pursuant to the Indenture additional Notes (the “Additional Notes”other related matters) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 16.05 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. The In addition, the Company may, to the extent permitted by applicable law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to may, at the Company’s option, be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, such Notes but shall no longer not be considered “outstanding” for purposes of determining whether reissued or resold by the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureCompany.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law and income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or prior notice to the Holders of the Notes. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, and such Notes shall no longer be considered to be “outstanding” under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or Affiliates or any subsidiary of any of the Company’s Affiliates, for purposes the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture) upon their repurchase, and upon receipt of a written order from the IndentureCompany, the Trustee will cancel all the Notes so surrendered.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. The Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. (b) In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or offer, through counterparties to private agreementsagreements or otherwise, including by cash-settled swaps or other derivatives. The Company shall will cause any Notes so purchased repurchased by the Company (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) (x) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall and they will no longer be considered “outstanding” upon their repurchase or (y) if such Notes represent beneficial interests in one or more Global Notes, to be exchanged for purposes of determining whether the requisite Holders Physical Notes and, regardless of the required principal amount format of such Notes, to be subject to the limitations set forth in the following sentence. Notwithstanding anything to the contrary in this Indenture or such repurchased Notes, in no event shall any such repurchased Notes described in clause (y) of the Notes have concurred immediately preceding sentence be (i) offered, sold, pledged or otherwise transferred or (ii) converted, in each case, whether by the Company or its Subsidiaries or any direction, amendment, waiver of its respective agents or consent under the Indentureaffiliates.

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

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

Additional Notes; Repurchases. Following both (a) the receipt by the Escrow Agent of the Escrow Release Certificate on or prior to April 1, 2022, and (b) the Company’s receipt of Stockholder Approval to issue shares of Common Stock upon conversion of the Notes in excess of the Share Threshold in accordance with the listing standards of The Nasdaq Capital Market, 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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall not have the same terms CUSIP numbers as the Notes initially issued hereunder. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee (copied to the Paying Agent and Note Registrar) a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

Additional Notes; Repurchases. The Company last paragraph of Section 2.03 of the Base Indenture shall be superseded by this ‎Section 2.09, and any reference in the Base Indenture to such paragraph thereof shall be deemed to refer instead to this ‎Section 2.09. The Issuer may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of and notwithstanding ‎Section 2.02, reopen the Notes, create Indenture and issue pursuant additional Notes under the Indenture with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law and federal income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Issuer shall vote together as one class on all matters with respect deliver to the NotesTrustee an Issuer Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 11.05 of the Base Indenture, as the Trustee shall reasonably request. The Company In addition, the Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), purchase repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company Issuer or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company Issuer shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with ‎Section 2.07 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent Outstanding under the IndentureIndenture upon their repurchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbersa CUSIP, ISIN and any other identifying numbers which are different from those of the outstanding Notes initially issued hereunder. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 18.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company Company, the Guarantor or any of its other Subsidiaries or through a private or public tender or exchange offer or offer, through counterparties to private agreementsagreements or otherwise, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) either (x) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall and they will no longer be considered “outstanding” outstanding under this Indenture upon their repurchase or (y) if such Notes represent beneficial interests in one or more Global Notes, to be exchanged for purposes of determining whether the requisite Holders Physical Notes and, regardless of the required principal amount format of such Notes, to be subject to the limitations set forth in the following sentence. Notwithstanding anything to the contrary in this Indenture or such repurchased Notes, in no event shall any such repurchased Notes described in clause (y) of the Notes have concurred immediately preceding sentence be (i) offered, sold, pledged or otherwise transferred or (ii) exchanged, in each case, whether by the Guarantor or its Subsidiaries or any direction, amendment, waiver of its respective agents or consent under the Indentureaffiliates.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice to the Holders of the NotesHolders, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (except for any differences in the issue price, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (iiand interest accrued, if any) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities laws and income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber (and separate ISIN and other identifying number, if applicable) from both the Rule 144A Notes and the Regulation S Notes. Such Additional The Notes may initially issued hereunder and any such additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or Consolidated Affiliated Entities or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08. The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, and, upon their purchase, any Notes underlying such Notes cash-settled swaps or other derivatives shall no longer not be required to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and will continue to be considered “outstanding” outstanding for purposes of determining whether this Indenture, subject to the requisite Holders provisions of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureSection 8.04.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request, including, without limitation, that the form and terms of such Notes have 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 a 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 conveyance, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and general principles of equity regardless of whether considered in a proceeding in equity or law. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior notice to the holders of the notes. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, and such Notes shall will no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” outstanding under this Indenture upon their repurchase. None of the Company, the Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests The Company, the Trustee, the Notes Registrar, the Paying Agent and the Conversion Agent shall be entitled to deal with any Depositary, and any nominee thereof, that is the Holder of any such Global Note for all purposes of determining whether this Indenture relating to such Global Note (including the requisite Holders payment of principal (including the Fundamental Change Repurchase Price, if applicable), accrued and unpaid interest, if any, the consideration due upon conversion, the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the required principal amount Company, the Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall have any responsibility or liability for any acts or omissions of any such Depositary with respect to such Global Note, for the Notes have concurred records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between such Depositary and any participant in such Depositary or between or among any such Depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Note or for any transfers of beneficial interests in any direction, amendment, waiver or consent under the Indenturesuch Global Note.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (other than differences in the issue price, except that Additional Notes: (i) may have a different issue the date from which interest will accrue and, possibly, the Initial Notes; (iidate on which interest shall initially be paid) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.07(e) and Section 4.07(f), in the event additional Notes may be consolidated and form a single series withare issued pursuant to this Section 2.11, and shall have references to the same terms as to ranking, redemption, waivers, amendments or otherwise as, “Last Original Issuance Date” of the Initial Notes and shall vote together as one class on all matters with respect to the such additional Notes shall refer only to such additional Notes. The 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 the matters covered by the Officer’s Certificate and Opinion of Counsel required to be delivered pursuant to Section 2.04 in respect of the Notes being executed, authenticated and delivered pursuant to that Section. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.09 and upon receipt of a Company Order, and, upon their purchase, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 of and notwithstanding Section 2.01, reopen the Notes, create original issuance under the Indenture and issue pursuant additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notesin an unlimited aggregate principal amount; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided provided, however, that if any such Additional additional Notes are not fungible with the any other Notes then outstanding Initial Notes for U.S. federal income tax purposes, then such Additional additional Notes shall will have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 102 of the Base Indenture and that the form and terms of such Notes has been established in conformity with the provisions of the 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. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to shall be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, such Notes shall not be reissued or resold by the Company and shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureoutstanding upon their repurchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (other than differences in the issue price, except that Additional Notes: (i) may have a different issue the date from which interest will accrue and, possibly, the Initial Notes; (iidate on which interest shall initially be paid) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.06(d) and Section 4.06(e), in the event additional Notes may be consolidated and form a single series withare issued pursuant to this Section 2.11, and shall have references to the same terms as to ranking, redemption, waivers, amendments or otherwise as, “Last Original Issuance Date” of the Initial Notes and shall vote together as one class on all matters with respect to the such additional Notes shall refer only to such additional Notes. The Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover the matters covered by the Officers’ Certificate and Opinion of Counsel required to be delivered pursuant to Section 2.04 in respect of the Notes being executed, authenticated and delivered pursuant to that Section. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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-cash- settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred cancellation in any direction, amendment, waiver or consent under the Indentureaccordance with Section 2.09.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, Special Interest and Additional Interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Such Additional Any additional Notes may will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture except as set forth in the same terms as first sentence of this Section 2.10. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, such Notes and they shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture on their repurchase.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. securities law and federal income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any additional Notes may will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture except as set forth in the same terms as first sentence of this Section 2.10. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. The In addition, the Company may, to the extent permitted by law, and and, without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may also, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell, hold or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it may repurchase, andin the case of a reissuance or resale, so long as such Notes do not constitute Restricted Securities upon their purchasesuch reissuance or resale by the Company (or any of its Subsidiaries or other Affiliates) and are not required to bear the restrictive legend set forth in and in accordance with Section 2.05(c); provided that if any such reissued or resold Notes are not fungible for U.S. federal income tax purposes with the Notes that are not so repurchased, such reissued or resold Notes shall will have one or more separate CUSIP numbers or no longer CUSIP number. Any Notes that the Company may repurchase will be considered “outstanding” outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture, such Notes shall be disregarded as set forth in Section 8.04) unless and until such time as the IndentureCompany surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee will cancel all Notes so surrendered.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the Indenture issue date of such additional Notes (and, if applicable, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Interest Payment Date after issuance than is payable and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transactions or private or public tender tenders or exchange offer offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon any reissuance or resale. Any Notes that the Company repurchases shall be considered outstanding for all purposes under this Indenture unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08, and, and, upon their purchasereceipt of a Company Order, such Notes the Trustee and no one else shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of cancel the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes hereunder with the same terms as the Notes initially issued hereunder (the “Additional Notes”) having terms and conditions identical (other than differences in the issue date, the issue price, interest accrued prior to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided that if such Additional Notes and, if applicable, restrictions on transfer in respect of such Additional Notes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that, notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes unless such issuance is in compliance with Section 4.10 and Section 4.11; provided, further, that if any such Additional Notes (or any Notes that have been resold after they have been repurchased or otherwise acquired by the Company or its Subsidiaries) are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law or U.S. federal income tax purposes, or, if applicable, the procedures of the Depositary for the Notes, such Additional Notes (or such resold Notes) shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Such Prior to the issuance of any 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 asNotes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 18.05. The In addition, the Company may, to the extent permitted by lawlaw and this Indenture, and and, without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered delivered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered deliver to the Trustee for cancellationcancellation in accordance with Section 2.08 any Notes that the Company may repurchase, andin the case of a reissuance or resale, upon their purchase, so long as such Notes shall no longer do not constitute restricted securities upon such reissuance or resale. Any Notes that the Company may (or is required under this Indenture to) repurchase will be considered “outstanding” for all purposes under this Indenture (other than, at any time when such Notes are held by the Company or any of determining whether its Affiliates or Subsidiaries, as set forth in Section 8.04) unless and until such time the requisite Holders Company delivers them to the Trustee for cancellation and, upon receipt of a written order from the required principal amount of Company, the Trustee will cancel all Notes have concurred in any direction, amendment, waiver or consent under the Indentureso delivered.

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 of and notwithstanding Section 2.01, reopen the Notes, create original issuance under the Indenture and issue pursuant additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notesin an unlimited aggregate principal amount; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided provided, however, that if any such Additional additional Notes are not fungible with the any other Notes then outstanding Initial Notes for U.S. federal income tax purposes, then such Additional additional Notes shall will have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 12.05 of the Base Indenture and that the form and terms of such Notes has been established in conformity with the provisions of the 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. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to shall be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, such Notes but shall not be reissued or resold by the Company and shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureoutstanding upon their repurchase.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes of the Indenturesame 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, without notice to or the consent issue price and, if applicable, the date of the Holders first payment of interest, the Notesdate from which interest will accrue, create and issue pursuant the CUSIP or other securities numbers and, to the Indenture extent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes (the “Additional Notes”) having terms shall be consolidated and conditions identical to those of the Initial Notes and ranking equally and ratably form a single series with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesNotes initially issued hereunder; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall may cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such cancellation in accordance with Section 2.08 and any Notes so surrendered and canceled shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities laws purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber or no CUSIP number. Such Additional The Notes may initially issued hereunder and any additional Notes shall rank equally and ratably and be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture (except to the same terms as extent set forth in the immediately preceding sentence). Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 18.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes outstanding under this Indenture upon their repurchase, and upon receipt of determining whether a written order from the requisite Holders of Company, the required principal amount of Trustee will cancel all the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the NotesNotes of the applicable series, create and issue pursuant to the Indenture additional Notes of such series (in the case of the 2029 Notes, the “2029 Additional Notes” and, in the case of the 2033 Notes, the “2033 Additional Notes” and, together with the 2029 Additional Notes, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes of the applicable series and ranking equally and ratably with the Initial NotesNotes of the applicable series, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from Notes of the Initial Notesapplicable series; and (iiiii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesNotes of the applicable series (provided, however, that a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes of the applicable series, if required by DTC (or another Depositary)); provided that if such Additional Notes are not fungible with the outstanding Initial Notes of the applicable series for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. . (b) Such Additional Notes of such series may be consolidated and form a single series with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise asotherwise, as the Initial Notes of the applicable series and shall vote together as one class on all matters with respect to the Notes. Notes of such series. (c) The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market market, negotiated transactions or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, andtogether with a Company Order to cancel such Notes, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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 2.01, issue additional Notes under this Indenture 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, such additional Notes shall be issued under a separate CUSIP and ISIN number unless the additional Notes are (x) issued pursuant to a “qualified reopening” of the Notesoriginal series, create and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those are otherwise treated as part of the Initial Notes and ranking equally and ratably same “issue” of debt instruments as the original series or are issued with the Initial Notes, except that Additional Notes: (i) may have no more than a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different de minimis amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided that if such Additional Notes are not fungible with the outstanding Initial Notes original issue discount, in each case for U.S. federal income tax purposes and (y) fungible for U.S. federal securities law purposes. 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 Additional Notes Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 18.05, as the Trustee shall have one or more separate CUSIP numbersreasonably request. 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 asIn addition, the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company Company, the Guarantor or any of its other Subsidiaries or through a private or public tender or exchange offer or offer, through counterparties to private agreementsagreements or otherwise, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall and they will no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureupon their repurchase.

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

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 of, or notice to, the Holders of and notwithstanding ‎Section 2.01, issue additional Notes hereunder with the Notessame terms as the Notes initially issued hereunder (other than differences in the issue date, create the issue price and issue pursuant interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law and income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional The Notes may offered by the Offering Memorandum and any additional Notes would rank equally and ratably and would be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by ‎Section 17.05. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its existing or future Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to or consent of the Holders. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation in accordance with Section 2.08 any Notes that the Company may repurchase (other than in connection with a Fundamental Change), in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale. Any such Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any of the Company’s Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time as the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon their purchasereceipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the this Indenture.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the Indenture issue date of such additional Notes (and, if applicable, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Interest Payment Date after issuance than is payable and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transactions or private or public tender tenders or exchange offer offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it may repurchase, and in the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon any reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, such reissued or resold Notes will have one or more separate CUSIP numbers. Any Notes that the Company repurchases shall be considered outstanding for all purposes under this Indenture unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08, and, and, upon their purchasereceipt of a Company Order, such Notes the Trustee and no one else shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of cancel the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of and notwithstanding ‎Section 2.01, issue additional Notes hereunder with the Notessame terms as the Notes initially issued hereunder (other than differences in the issue date, create and the issue pursuant price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount); provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law and income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional The Notes may offered by the Offering Memorandum and any additional Notes would rank equally and ratably and would be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by ‎Section 17.05. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation in accordance with Section 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” (as defined under Rule 144) upon such reissuance or resale. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any of the Company’s Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time as the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon their purchasereceipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the this Indenture.

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

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of and notwithstanding Section 2.01, reopen the Notes, create original issuance under the Indenture and issue pursuant additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notesin an unlimited aggregate principal amount; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided provided, however, that if any such Additional additional Notes are not fungible with the any other Notes then outstanding Initial Notes for U.S. federal income tax purposes, then such Additional additional Notes shall will have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters required by Section 12.05 of the Base Indenture and that the form and terms of such Notes has been established in conformity with the provisions of the 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. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 Any Notes repurchased by the Company shall cause any Notes so purchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to shall be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, such Notes but shall not be reissued or resold by the Company and shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureoutstanding upon their repurchase.

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 of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of the such additional Notes, create and issue pursuant to the Indenture and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any additional Notes may will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture except as set forth this Section 2.10. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case without prior written notice to Holders. The Company shall cause may, at its option and to the extent permitted by applicable law, 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 in connection with a Fundamental Change (and in the case of a reissuance or resale, so purchased 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 with the Notes initially issued on the date hereof under this Indenture for U.S. federal income tax purposes, such reissued or resold Notes will have one or more separate CUSIP numbers). Any Notes that the Company or its Subsidiaries may repurchase (other than Notes purchased pursuant to cash-settled swaps repurchased upon a Fundamental Change or other derivativesowned by the Company or any of its Subsidiaries) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall no longer be considered “outstanding” for all purposes hereunder (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under hereunder) unless and until such time the IndentureCompany surrenders them to the Trustee for cancellation and, upon receipt of a written order for the Company, the Trustee will cancel all notes so surrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes of the Indenturesame 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, without notice to or the consent issue price and, if applicable, the date of the Holders first payment of interest, the Notesdate from which interest will accrue, create and issue pursuant the CUSIP or other securities numbers and, to the Indenture extent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes (the “Additional Notes”) having terms shall be consolidated and conditions identical to those of the Initial Notes and ranking equally and ratably form a single series with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesNotes initially issued hereunder; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the Indenture issue date of such additional Notes (and, if applicable, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Interest Payment Date after issuance than is payable and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transactions or private or public tender tenders or exchange offer offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it may repurchase other than Notes repurchased in connection with a Fundamental Change, and in the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon any reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, such reissued or resold Notes will have one or more separate CUSIP numbers. Any Notes that the Company repurchases shall be considered outstanding for all purposes under this Indenture unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08, and, and, upon their purchasereceipt of a Company Order, such Notes the Trustee and no one else shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of cancel the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05 as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” outstanding under this Indenture upon their repurchase. None of the Company, the Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, the Notes Registrar, the Paying Agent and the Conversion Agent shall be entitled to deal with any Depositary, and any nominee thereof, that is the Holder of any such Global Note for all purposes of determining whether this Indenture relating to such Global Note (including the requisite Holders payment of principal (including the Fundamental Change Repurchase Price, if applicable), accrued and upaid interest, if any, the consideration due upon conversion, the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the required principal amount Company, the Trustee, any Paying Agent, the Note Registrar or the Conversion Agent shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Note, for the Notes have concurred records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between such Depositary and any participant in such Depositary or between or among any such Depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Note or for any transfers of beneficial interests in any direction, amendment, waiver or consent under the Indenturesuch Global Note.

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 of, or notice to, the Holders of and notwithstanding Section 2.02, reopen the Notes, create Indenture and issue pursuant additional Notes under the Indenture 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 Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional The Notes may initially issued hereunder and any additional Notes under the Indenture shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under the same terms as Indenture. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 13.07 of the Base Indenture, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.07 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their repurchase.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant 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 Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional The Notes may initially issued hereunder and any additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture (except to the same terms as extent set forth in the immediately preceding sentence). Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.08 any Notes so purchased that the Company may repurchase (other than Notes purchased repurchased upon a Fundamental Change pursuant to cash-settled swaps or other derivatives) 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 Trustee for cancellation, and, upon their purchase, extent such Notes are Physical Notes). Any such Notes that the Company may repurchase shall no longer be considered “outstanding” outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture, such Notes shall be disregarded as set forth in Section 8.04) unless and until such time the IndentureCompany surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered in accordance with Section 2.08.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably under this Indenture with the Initial Notessame terms as the Notes issued on the Issue Date (other than differences in the issue date, except that Additional Notes: (i) may have a different the issue price and, if applicable, the date from which interest will accrue, the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Interest Payment Date after issuance than is payable and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may issued on the Issue Date and the additional Notes shall rank equally in right of payment and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 offer or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall will cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall and they will no longer be considered “outstanding” for purposes of determining whether under this Indenture upon their surrender to the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureTrustee.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, and, if applicable, Special Interest accrued prior to the Indenture issue date of such additional Notes (and, if applicable, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Special Interest Payment Date after issuance than is payable Date, the CUSIP number or other securities numbers and, if applicable, restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Unless the context otherwise requires, references to the Notes may be consolidated in this Indenture include the Notes and form a single series with, and shall have any additional Notes that are issued under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps may, at its option, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it repurchases, 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 that the Company may repurchase (other than in connection with a Fundamental Change or upon redemption) shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon their purchasereceipt of a Company Order, such the Trustee shall cancel all Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of and notwithstanding Section 2.01, reopen the Notes, create Indenture and issue pursuant to additional Notes under the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notessame terms (except for the date as of which interest begins to accrue, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on for such additional Notes, provisions relating to transfer restrictions and the Initial Notesissue price) as the Notes initially issued under this Supplemental Indenture in an unlimited aggregate principal amount; provided that such additional Notes must be identified by a separate, or no, CUSIP number if such Additional they are deemed not to be part of the same issue as the Notes are not fungible with the outstanding Initial Notes initially issued under this Supplemental Indenture for U.S. federal income tax or securities laws purposes. The Notes initially issued under this Supplemental Indenture and any such additional Notes would rank equally and ratably and would be treated as a single class 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 Officers’ Certificate and an Opinion of Counsel, such Additional Notes Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 1.02 of the Base Indenture, as the Trustee shall have one or more separate CUSIP numbersreasonably request. 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 asIn addition, the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 repurchased by the Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to may, at the Company’s option, be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders cancellation in accordance with Section 3.10 of the required principal amount of Base Indenture, but shall not be reissued or resold by the Notes have concurred in any direction, amendment, waiver or consent under the IndentureCompany.

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 of, or notice to, the Holders of the Notesand notwithstanding ‎Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (hereunder with the “Additional Notes”) having same terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notessame CUSIP number as the Notes initially issued hereunder (except for any differences in the issue price, except that Additional Notes: (i) may have a different the issue date from the Initial and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more a separate CUSIP numbers. 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 number from the Notes. The Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by ‎Section 17.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, without prior notice to Holders, whether by the Company or through its Subsidiaries or Consolidated Affiliated Entities or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The ​ Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee Note Registrar for cancellationcancellation in accordance with ‎Section 2.08 and upon receipt of a Company Order, and, upon their purchase, the Note Registrar shall cancel all Notes so surrendered and such Notes shall no longer be considered “outstanding” outstanding under this Indenture upon their repurchase. The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Note Registrar for cancellation in accordance with ‎Section 2.08, and will continue to be considered outstanding for purposes of determining whether this Indenture, subject to the requisite Holders provisions of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indenture‎Section 8.04.

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 of the Notes, create and issue pursuant to increase the Indenture principal amount of the Notes by issuing additional Notes having the same terms and conditions as, and ranking equally and ratably with, the Notes in all respects (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes), except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may may, if applicable, have a different amount of interest payable on the accrual date and first Interest Payment Date after issuance following the issue date of such Additional Notes than is payable on the Initial Notes; provided that if any such Additional Notes are not fungible with the outstanding Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. Such Except as set forth in Section 5.05, the Initial Notes and any Additional Notes may will, in each case, be consolidated and form a single series withseries, and shall will have the same terms as to ranking, redemption, repurchase, waivers, amendments or otherwise asotherwise, the Initial Notes and shall will vote together as one class on all matters with respect to the Notesmatters. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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 of the Notes, create and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date interest payment date after issuance than is payable on the Initial Notes (provided, however, one or more separate CUSIP numbers may be assigned for any Additional Notes with a different amount of interest payable on the first interest payment date after issuance than is payable on the Initial Notes, if required by DTC); provided that if such Additional Notes are not fungible with the outstanding Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. 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 asotherwise, as the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, andtogether with a Company Order to cancel such Notes, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, the date from which interest will accrue and, if applicable, restrictions on transfer in respect of the such additional Notes, create and issue pursuant to including the Indenture additional Notes (the “Additional Notes”date by which any Restricted Note Legend must be removed) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such Additional additional Notes shall will have one or more separate CUSIP numbersnumbers or have no CUSIP number. Such Additional For the avoidance of doubt, notwithstanding any other provision of this Indenture to the contrary, for purposes of Section 4.06(d) and Section 4.06(e), in the event additional Notes may be consolidated and form a single series withare issued pursuant to this Section 2.11, and shall have references to the same terms as to ranking, redemption, waivers, amendments or otherwise as, “Last Original Issuance Date” of the Initial Notes and shall vote together as one class on all matters with respect to the such additional Notes shall refer only to such additional Notes. The 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, in addition to those required by Section 16.05, as the Trustee shall reasonably request. In addition, the Company or the Guarantors may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company Company, the Guarantors or its any of their respective Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes will have one or more separate CUSIP numbers or have no CUSIP number. Any Notes that the Company may repurchase will be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon their purchasereceipt of a Company Order, such the Trustee will cancel all Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (hereunder with the “Additional Notes”) having same terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notessame CUSIP number as the Notes initially issued hereunder (except for the date as of which interest begins to accrue, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after for such additional Notes and, for purposes of the accrual of Additional Interest, the last date of original issuance than is payable on the Initial of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional 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 outstanding Initial Notes initially issued hereunder for U.S. federal income tax or federal securities laws purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber or no CUSIP number. Such Additional Notes may be consolidated Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and form a single series withan Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 16.05, and shall have the same terms such Opinion of Counsel to include a customary legal opinion as to rankingthe enforceability under New York law of such additional Notes, redemption, waivers, amendments or otherwise aswhich opinion may contain customary exceptions and qualifications. In addition, the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any or its Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding until such time as the Company delivers such Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred cancellation in any direction, amendment, waiver or consent under the Indentureaccordance with Section 2.08.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably hereunder with the Initial Notessame terms as the Notes initially issued hereunder (except for any differences in the issue price, except that Additional Notes: (i) may have a different the issue date from the Initial and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one a separate CUSIP, ISIN or more separate CUSIP numbersother identifying number from both the Rule 144A Notes and the Regulation S Notes. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Sections 17.06 and 2.04, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee Note Registrar for cancellationcancellation in accordance with Section 2.08 and upon receipt of a Company Order, and, upon their purchase, the Paying Agent shall cancel all Notes so surrendered and such Notes shall no longer be considered “outstanding” outstanding under this Indenture upon their repurchase. The Company may also enter into cash-settled swaps or other derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Note Registrar for cancellation in accordance with Section 2.08 and will continue to be considered outstanding for purposes of determining whether this Indenture, subject to the requisite Holders provisions of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureSection 8.04.

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 of the Notes, create and issue pursuant to the Indenture additional 2021 Notes or additional 2026 Notes (together, the “Additional Notes”) having terms and conditions identical to those of the Initial 2021 Notes or the Initial 2026 Notes, as applicable, and ranking equally and ratably with the Initial 2021 Notes or the Initial 2026 Notes, as applicable, except that Additional NotesNotes of a Series: (i) may have a different issue date from the Initial 2021 Notes or the Initial 2026 Notes, as applicable; (ii) may have a different issue price from the Initial 2021 Notes or the Initial 2026 Notes, as applicable; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial 2021 Notes or the Initial 2026 Notes, as applicable; provided that if such Additional Notes are not fungible with the outstanding Initial Notes of the applicable Series for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. 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 asotherwise, as the Initial 2021 Notes or the Initial 2026 Notes, as applicable, and shall vote together as one class on all matters with respect to the 2021 Notes or the 2026 Notes, as the case may be. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, the first Special Interest Payment Date, if applicable, and Special Interest, if any, accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount. Additional Notes will be part of the Notes, create and issue pursuant to same class as the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesinitially issued hereunder for all purposes; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities laws or income tax purposes, such Additional additional Notes shall will have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial 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, in addition to the due authorization, execution, delivery, validity and enforceability of such additional Notes and those required by Section 17.05, as the Trustee shall vote together as one class on all matters with respect to reasonably request. In addition, the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 derivativesderivatives (in each case, without prior notice to Holders). The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationcancellation in accordance with Section 2.08, and, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. The Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. (b) In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall will notify the Trustee of any such repurchase on or prior to 5:00 p.m. New York City time on the settlement date thereof and will cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) (x) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall and they will no longer be considered “outstanding” upon their repurchase or (y) if such Notes represent beneficial interests in one or more Global Notes, to be exchanged for purposes of determining whether the requisite Holders Notes issued in physical, certificated form and, regardless of the required principal amount format of such notes, to be subject to the limitations set forth in the following sentence. Notwithstanding anything to the contrary in this Indenture or such repurchased Notes, in no event shall any such repurchased Notes described in clause (y) of the Notes have concurred immediately preceding sentence be (i) offered, sold, pledged or otherwise transferred or (ii) converted or redeemed, in each case, whether by the Company or its Subsidiaries or any direction, amendment, waiver of its respective agents or consent under the Indentureaffiliates.

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 of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, collateral and interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes); provided that if any such Additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional Notes shall have one or more separate CUSIP numbers. Such Prior to the issuance of any 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 asNotes, the Initial Notes and Company shall vote together as one class on all matters with respect 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 state 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 legally binding obligations of the Company, enforceable in accordance with their terms, subject to customary qualifications and assumptions. The 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), purchase 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 shall may, at its option, cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee for cancellation, 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 their purchasereceipt of a written order from the Company, such the Trustee will cancel all Notes so surrendered. For the avoidance of doubt, for so long as the Notes remain secured by the Collateral, no Additional Notes shall no longer be considered “outstanding” for purposes of determining whether issued that are secured by the requisite Holders of the required principal amount of the Notes have concurred in same Collateral or any direction, amendment, waiver or consent under the Indentureportion thereof.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably under this Indenture with the Initial Notessame terms as the Notes issued on the Issue Date (other than differences in the issue date, except that Additional Notes: (i) may have a different the issue price and, if applicable, the date from which Special Interest will accrue, the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Special Interest Payment Date after issuance than is payable Date, if applicable, and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may issued on the Issue Date and the additional Notes shall rank equally in right of payment and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 offer or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall will cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall and they will no longer be considered “outstanding” for purposes of determining whether under this Indenture upon their surrender to the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the IndentureTrustee.

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 of the Notesand notwithstanding Section 3.01, create reopen this Second Supplemental Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such Additional additional Notes shall have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover those matters required by Section 1.2(b) of the Base Indenture. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiation transaction or a 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, cancellation in accordance with Section 3.06(b) and, upon their purchasereceipt of a Company Order as set forth in Section 3.06(b), the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent Outstanding under the IndentureIndenture upon their repurchase.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any additional Notes may will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture except as set forth in the same terms as first sentence of this Section 2.10. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives, in each case without prior notice to, or consent of, Holders. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell, hold or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it may repurchase, andin the case of a reissuance or resale, upon their purchase, so long as such Notes shall no longer do not constitute Restricted Securities upon such reissuance or resale and are not required to bear the restrictive legend set forth in and in accordance with Section 2.05(c). Any Notes that the Company may repurchase will be considered “outstanding” outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture, such Notes shall be disregarded as set forth in Section 8.04) unless and until such time as the IndentureCompany surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee will cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice to the Holders and notwithstanding Section 2.01(a), reopen this Indenture to issue Additional Notes; provided, that the net proceeds of the sale of such Additional Notes shall solely be used as consideration for the repayment or redemption of Existing Notes, create and or such Additional Notes shall solely be used as consideration for the exchange or satisfaction of such Additional Notes. Any Additional Notes issued shall have the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, the first date on which interest is paid, the date on which interest begins to accrue and, if applicable, restrictions on transfer in respect of such Additional Notes (including pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial NotesSection 2.05 hereunder)); provided, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided that if any such Additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law or income tax purposes, then such Additional Notes shall have one or more separate a different CUSIP numbersnumber from the Notes initially issued hereunder. Such The Initial Notes, any Additional Notes may and any PIK Notes (and any Replacement Notes in respect thereof) shall be consolidated and form treated as a single series withfor all purposes under this Indenture, including directions, waivers, amendments, consents, liquidating distributions and offers to purchase, and none of the Holders of any Initial Notes, Additional Notes or any PIK Notes (and any Replacement Notes in respect thereof) shall have the same terms right to vote or consent as a separate class on any matter to ranking, redemption, waivers, amendments which such Holders are entitled to vote or otherwise asconsent. Prior to the issuance of any such Additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 16.05. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) repurchased to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, Special Interest, if any, accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or prior notice to the Holders of the Notes. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that it may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon their purchasereceipt of a Company Order, such the Trustee shall cancel all Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of Holders, reopen the Notes, create original issuance under this Indenture and issue pursuant additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notesin an unlimited aggregate principal amount; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided provided, however, that if any such Additional additional Notes are not fungible with the any other Notes then outstanding Initial Notes for U.S. federal income tax purposes, then such Additional additional Notes shall will have one or more a separate CUSIP numbersnumber. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 1302 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. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to shall be surrendered to the Trustee for cancellationcancellation in accordance with Section 214, and, upon their purchase, such Notes shall not be reissued or resold by the Company and shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent under the Indentureoutstanding upon their repurchase.

Additional Notes; Repurchases. The Company may, from time notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to timethe issue date of such additional Notes and, subject if applicable, restrictions on transfer in respect of such additional Notes) in an aggregate principal amount not to compliance with any other applicable provisions of the Indenture, without exceed $25.0 million; provided it has given written notice to or the and obtained written consent of from the Holders of the Notes, create and issue pursuant to the Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those a majority in aggregate principal amount of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue then outstanding prior to such date from the Initial Notes; (ii) may have a different issue price from the Initial of issuance of additional Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; provided and provided, further, that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall not have the same terms CUSIP numbers as the Notes initially issued hereunder. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee (copied to the Paying Agent and Note Registrar) a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 18.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the NotesNotes of the applicable series, create and issue pursuant to the Indenture additional Notes of such series (in the case of the 2030 Notes, the “2030 Additional Notes” and, in the case of the 2035 Notes, the “2035 Additional Notes” and, together with the 2030 Additional Notes, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes of the applicable series and ranking equally and ratably with the Initial NotesNotes of the applicable series, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from Notes of the Initial Notesapplicable series; and (iiiii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesNotes of the applicable series (provided, however, that a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes of the applicable series, if required by DTC (or another Depositary)); provided that if such Additional Notes are not fungible with the outstanding Initial Notes of the applicable series for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. . (b) Such Additional Notes of such series may be consolidated and form a single series with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise asotherwise, as the Initial Notes of the applicable series and shall vote together as one class on all matters with respect to the Notes. Notes of such series. (c) The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market market, negotiated transactions or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, andtogether with a Company Order to cancel such Notes, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder (in addition to any PIK Notes) with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes (the “Additional and, if applicable, restrictions on transfer in respect of such additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The Company mayIn addition, subject to the extent permitted by applicable law, and the Company or its Subsidiaries may directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 agreementsoffers, including by cash-settled swaps or other cash-settled derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that the Company may repurchase, andin the case of a reissuance or resale, upon their purchase, so long as such Notes shall no longer do not constitute Restricted Securities upon such reissuance or resale. Any Notes that the Company or its Subsidiaries may repurchase will be considered “outstanding” outstanding for all purposes herein (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or Affiliates or any subsidiary of any of the Company’s Affiliates, for the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture) unless and until such time the IndentureCompany surrenders the Notes to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee will cancel all the Notes so surrendered.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of of, or notice to, the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the Indenture issue date of such additional Notes (and, if applicable, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first initial Interest Payment Date after issuance than is payable and restrictions on the Initial transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the Notes. 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, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by lawlaw and without the consent of or notice to Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause may, at its option, reissue, resell or surrender to the Trustee for cancellation any Notes that the Company or its Subsidiaries may repurchase; provided that in the case of a reissuance or resale, such Notes shall have one or more separate CUSIP numbers if the Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes. Any Notes so purchased repurchased by the Company or its Subsidiaries (other than Notes purchased pursuant to cash-settled swaps or repurchased upon a Fundamental Change, which shall be governed by Section 2.08) shall be considered outstanding for all purposes under this Indenture (other derivatives) to be surrendered to the Trustee for cancellationthan, and, upon their purchase, at any time when such Notes shall no longer be considered “outstanding” are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any such Affiliates, for purposes the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture) unless and until such time the IndentureCompany surrenders (or causes such Notes to be surrendered) to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of 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, Special Interest, if any, accrued prior to the issue date of the such additional Notes, create and issue pursuant to the Indenture and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (iincluding the date by which any restrictive legends must be removed) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbersnumbers or no CUSIP number. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation in accordance with Section 2.08 any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change (and in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes issued on the date hereof under this Indenture for U.S. federal income tax purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers or no CUSIP number). Any Notes that the Company may repurchase other than Notes repurchased in connection with a Fundamental Change shall be considered outstanding under this Indenture (except for voting purposes) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon their purchasereceipt of a Company Order, such the Trustee shall cancel all Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred so surrendered in any direction, amendment, waiver or consent under the Indentureaccordance with Section 2.08.

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 of, or notice to, the Holders of and notwithstanding Section 2.01, issue additional Notes hereunder with the Notessame terms as the Notes initially issued hereunder (other than differences in the issue date, create and the issue pursuant price, interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law or income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional The Notes may initially issued hereunder and any additional Notes shall rank equally and ratably and shall be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. The In addition, the Company may, to the extent permitted by law, and and, without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation in accordance with Section 2.08 any Notes that the Company may repurchase, andin the case of a reissuance or resale, upon their purchase, so long as such Notes shall no longer do not constitute restricted securities upon such reissuance or resale. Any Notes that the Company may repurchase will be considered “outstanding” for all purposes of determining whether under this Indenture (other than, at any time when such Notes are owned by the requisite Holders Company, by any Subsidiary thereof or by any Affiliate of the required principal amount Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant to Additional Notes hereunder with the Indenture additional same terms as the Notes initially issued hereunder (the “Additional Notes”except for any differences in issue date, issue price and interest accrued, if any) having terms and conditions identical to those of in an aggregate principal amount that, when taken together with the Initial Notes and ranking equally and ratably with all other Additional Notes (for the Initial avoidance of doubt, not including any PIK Notes), except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin each case, then outstanding, does not exceed $290,000,000; provided that if any such Additional Notes are not fungible with the any other Notes that are then outstanding Initial Notes for U.S. federal income tax or for securities law purposes, such Additional Notes shall have one a separate or more separate no CUSIP numbersnumber. Such 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 provide, in addition to those matters required by Section 18.05, that the Additional Notes may be consolidated have been duly authorized by the Company and form 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 single series withproceeding in equity or law, and shall have such other items as the same terms as to ranking, redemption, waivers, amendments or otherwise asTrustee may reasonably request. In addition, the Initial Notes and shall vote together as one class on all matters with respect to the Notes. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred cancellation in any direction, amendment, waiver or consent under the Indenture.accordance with

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 of, or notice to, the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant 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 Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any additional Notes may will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture except as set forth this ‎Section 2.10. Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 Any Notes that the Company shall cause any Notes so purchased or its Subsidiaries may repurchase will be considered outstanding for all purposes under this Indenture (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellationthan, and, upon their purchase, at any time when such Notes shall no longer be considered “outstanding” are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for purposes the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Indenture, such Notes shall be disregarded as set forth in Section 8.04) unless and until such time as the IndentureCompany surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee will cancel all Notes so surrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, from time to timewithout the consent, subject to compliance with any other applicable provisions of the Indentureor notice to, without notice to or the consent of the Holders of the Notesand notwithstanding Section 2.01, create reopen this Indenture and issue pursuant additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes (or any Notes that have been resold after they have been repurchased or otherwise acquired by the Company or its Subsidiaries) are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal securities law or income tax purposes, such Additional additional Notes (or such resold Notes) shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters required by Section 17.05. The In addition, the Company may, to the extent permitted by law, and and, without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation in accordance with Section 2.08 any Notes that the Company may repurchase, andin the case of a reissuance or resale, upon their purchase, so long as such Notes shall no longer do not constitute restricted securities upon such reissuance or resale. Any Notes that the Company may (or is required under this Indenture to) repurchase will be considered “outstanding” for all purposes under this Indenture (other than, at any time when such Notes are held by the Company or any of determining whether its Subsidiaries, as set forth in Section 8.04) unless and until such time the requisite Holders Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from the required principal amount of Company, the Trustee will cancel all Notes have concurred in any direction, amendment, waiver or consent under the Indentureso surrendered.

Additional Notes; Repurchases. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the NotesNotes of the applicable series, create and issue pursuant to the Indenture additional Notes of such series (in the case of the 2023 Notes, the “2023 Additional Notes” and, in the case of the 2028 Notes, the “2028 Additional Notes” and, together with the 2023 Additional Notes, the “Additional Notes”) having terms and conditions identical to those of the Initial Notes of the applicable series and ranking equally and ratably with the Initial NotesNotes of the applicable series, except that Additional Notes: (i) may have a different issue date from the Initial Notes; (ii) may have a different issue price from Notes of the Initial Notesapplicable series; and (iiiii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial NotesNotes of the applicable series (provided, however, that a separate CUSIP number may be assigned for any Additional Notes with a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes of the applicable series, if required by DTC); provided that if such Additional Notes are not fungible with the outstanding Initial Notes of the applicable series for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. Such . (b) Any Additional Notes may of such series, together with any Exchange Notes issued with respect to such series in accordance with the Registration Rights Agreement, will be consolidated and form treated as a single series with, and shall have the same terms as to ranking, redemption, waivers, amendments or otherwise asotherwise, as the Initial Notes of the applicable series and shall vote together as one class on all matters with respect to the Notes. Notes of such series. (c) The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market market, negotiated transactions or otherwise, whether by the Company or one or more of its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, andtogether with a Company Order to cancel such Notes, upon their purchase, and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the IndentureIndenture upon their purchase.

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

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notesand notwithstanding ‎Section 2.01, create reopen this Indenture and issue pursuant 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 Indenture additional Notes (the “Additional Notes”) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably with the Initial Notes, except that Additional Notes: (i) may have a different issue date from the Initial of such additional Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesin an unlimited aggregate principal amount; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Notes may be consolidated and form a single series with, and shall have Prior to the same terms as to ranking, redemption, waivers, amendments or otherwise asissuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by ‎Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase 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 shall cause any Notes so purchased (other than Notes purchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell, hold or other derivatives) to be surrendered surrender to the Trustee for cancellationcancellation any Notes that the Company may repurchase, andin the case of a reissuance or resale, upon their purchase, so long as such Notes shall no longer do not constitute restricted securities upon such reissuance or resale. Any Notes that the Company may repurchase will be considered “outstanding” outstanding for all purposes under this Supplemental Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether the requisite Holders of the required requisite aggregate principal amount of the Notes have concurred in any direction, amendmentconsent, waiver or consent other action under this Supplemental Indenture) unless and until such time as the IndentureCompany surrenders such Notes to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee will cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of or notice to the Holders of the NotesHolders, create reopen this Indenture and issue pursuant additional Notes hereunder (in addition to any PIK Notes) with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the Indenture issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes (the “Additional Notes”including pursuant to Section 2.05 hereunder)) having terms and conditions identical to those of the Initial Notes and ranking equally and ratably in an aggregate principal amount together with the Initial Notes, except that Additional Notes: (i) may have a different issue date from Principal Amount not to exceed $11,000,000 in the Initial Notes; (ii) may have a different issue price from the Initial Notes; and (iii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notesaggregate; provided that if any such Additional additional Notes are not fungible with the outstanding Initial Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional additional Notes shall have one or more separate CUSIP numbers. Such Additional Any additional Notes may will be consolidated and form treated as a single series with, and shall have for all purposes under this Indenture except as set forth in the same terms as first sentence of this Section 2.10. Prior to ranking, redemption, waivers, amendments or otherwise asthe issuance of any such additional Notes, the Initial Notes and Company shall vote together as one class on all matters with respect deliver to the NotesTrustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. The In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transaction or private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to or consent of the Holders. The Company shall cause any Notes so purchased repurchased (other than Notes purchased repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and, upon their purchase, cancellation in accordance with Section 2.08 and such Notes shall no longer be considered “outstanding” for purposes of determining whether the requisite Holders of the required principal amount of the Notes have concurred in any direction, amendment, waiver or consent outstanding under the Indenturethis Indenture upon their repurchase.