Common use of Additional Notes; Repurchases Clause in Contracts

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an 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. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) and such Notes shall no longer be considered Outstanding under the Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental 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 and price, interest accrued prior to the issue date of such additional Notes, transfer restrictions and other related matters) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) 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 Base IndentureCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law. In addition, the Company may, to the extent permitted by applicable law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private or a public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior notice to the Holders. The Company shall cause any Notes so repurchased (other than Any Notes repurchased pursuant to cash-settled swaps or other derivatives) to by the Company may, at the Company’s option, be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) and such Notes 2.08, but shall no longer not be considered Outstanding under reissued or resold by the Indenture upon their repurchaseCompany.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and may issue additional Notes hereunder with the same terms and the same or a new CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional NotesNotes and any transfer restrictions as a result of a private placement) in an unlimited aggregate principal amount; provided that if any so long as such additional Notes are not fungible with the 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 Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) 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 Base IndentureCompany, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private or a public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, case without prior notice to the Holders. The Company shall cause any Notes so repurchased (other than Any Notes repurchased pursuant to cash-settled swaps or other derivatives) to by the Company may, at the Company’s option, be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) and such Notes 2.08, but shall no longer not be considered Outstanding under reissued or resold by the Indenture upon their repurchaseCompany.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numbernumber from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.06, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee Paying Agent for cancellation in accordance with Section 3.06(b) 2.08 and upon receipt of a Company Order, the Paying Agent shall cancel all Notes so surrendered and such Notes shall no longer be considered Outstanding outstanding under the 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 Paying Agent for cancellation in accordance with Section 2.08 and will continue to be considered outstanding for purposes of this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price and interest Special Interest, if any, accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover those such matters as required by Section 1.2(b) of the Base Indenture17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer be considered Outstanding “outstanding” under the this Indenture upon their repurchaserepurchase and cancellation.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.02, reopen this First Supplemental the Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date date, interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) 16.01 of the Base Indenture. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or Consolidated Affiliated Entities or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.07, and such Notes shall they will no longer be considered Outstanding “outstanding” under the Indenture upon their repurchasecancellation. 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 2.07 and will continue to be considered “outstanding” for purposes of the Indenture, subject to the provisions of Section 8.02.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date date, interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more CUSIP numbers separate CUSIP numberfrom both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) of the Base Indenture17.06. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or consolidated affiliated entities or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08, and such Notes shall they will no longer be considered Outstanding “outstanding” under the this Indenture upon their repurchasecancellation. 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 this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company may, from time to time, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes of the same series hereunder with the same terms as the Notes initially issued hereunder in all respects (or in all respects other than differences in the issue date, the issue price and and, if applicable, the date of the first payment of interest, the date from which interest accrued prior will accrue, the CUSIP or other securities numbers and, to the issue date of such additional Notesextent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes shall be consolidated and form a single series with the Notes initially issued hereunder; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.05, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 HoldersHolders of the Notes. The Company shall may cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such any Notes so surrendered and canceled shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.05, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numbernumber from the Notes. 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 matters required by Section 1.2(b) of 17.06, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or Consolidated Affiliated Entities or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee Note Registrar for cancellation in accordance with Section 3.06(b) 2.08 and upon receipt of a Company Order, the Note Registrar shall cancel all Notes so surrendered and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchasecancellation. 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 this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.01‎Section 2.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms and the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, Canadian income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of ‎Section 18.05, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private or a 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 the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) its customary procedures and ‎Section 2.08 and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numberCUSIP, ISIN or other identifying number from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.06, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries Subsidiaries, Consolidated Affiliated Entities or through a privately negotiation transaction private 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 repurchased (other than to be surrendered to the Note Registrar for cancellation in accordance with Section 2.08 and upon receipt of a Company Order, the Trustee shall cancel all Notes repurchased pursuant to so surrendered and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase. The Company may also enter into cash-settled swaps or other derivatives) derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer will continue to be considered Outstanding under outstanding for purposes of this Indenture, subject to the Indenture upon their repurchaseprovisions of Section 8.04.

Additional Notes; Repurchases. The Company may, without the consent, or notice to or the consent to, of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to date, the issue date price and, if applicable, restrictions on transfer in respect of such additional NotesNotes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbers or no CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) of the Base Indenture17.05. In addition, the Company may, to the extent permitted by law, and and, without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 3.06(b) and 2.08 any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes shall do not constitute restricted securities upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible for U.S. federal income tax or securities law purposes with the Notes that are not repurchased, such reissued or resold Notes will have a separate CUSIP number or no longer CUSIP number. Any Notes that the Company may (or is required under this Indenture to) repurchase will be considered Outstanding “outstanding” for all purposes under this Indenture (other than, at any time when such Notes are owned by the Indenture Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon their repurchasereceipt of a written order from the Company, the Trustee will cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price and interest special interest, if any, accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law laws purposes, such additional Notes shall have a one or more separate CUSIP numbers or no CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover those such matters as required by Section 1.2(b) of the Base Indenture17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numbernumber from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.06, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee Note Registrar for cancellation in accordance with Section 3.06(b) 2.08 and upon receipt of a Company Order, the Note Registrar shall cancel all Notes so surrendered and such Notes shall no longer be considered Outstanding outstanding under the 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 this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numbernumber from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.06, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee Note Registrar for cancellation in accordance with Section 3.06(b) 2.08 and upon receipt of a Company Order, the Note Registrar shall cancel all Notes so surrendered and such Notes shall no longer be considered Outstanding outstanding under the 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 this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company maymay from time to time, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms (other than date of issuance and the date from which interest shall accrue) 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 issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) 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 Base IndentureCompany, 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. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08, and such Notes shall no longer be considered Outstanding under the Indenture outstanding hereunder upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to date, the issue date price and, if applicable, restrictions on transfer in respect of such additional NotesNotes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) of the Base Indenture17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation, any Notes that the Company may repurchase, in the case of a reissuance or resale, so repurchased (other than long as such Notes repurchased pursuant to cash-settled swaps do not constitute restricted securities upon such reissuance or other derivatives) to resale. Any Notes that the Company may repurchase shall be surrendered considered outstanding for all purposes under this Indenture unless and until such time the Company surrenders such Notes to the Trustee for cancellation in accordance with Section 3.06(b) and such 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes shall no longer be considered Outstanding under the Indenture upon their repurchaseso surrendered,.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to date, the issue date price and, if applicable, restrictions on transfer in respect of such additional NotesNotes (including pursuant to Section 2.05 hereunder)) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) of the Base Indenture17.05. In addition, the Company may, to the extent permitted by law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation, any Notes that the Company may repurchase, in the case of a reissuance or resale, so repurchased (other than long as such Notes repurchased pursuant to cash-settled swaps do not constitute restricted securities upon such reissuance or other derivatives) to resale. Any Notes that the Company may repurchase shall be surrendered considered outstanding for all purposes under this Indenture unless and until such time the Company surrenders such Notes to the Trustee for cancellation in accordance with Section 3.06(b) and such 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes shall no longer be considered Outstanding under the Indenture upon their repurchaseso surrendered.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.01‎Section 2.01, reopen this First Supplemental the Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) of the Base Indenture‎Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private or a 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation cancellation. The Trustee shall cancel such repurchased Notes in accordance with Section 3.06(b) ‎Section 2.08, and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numberCUSIP, ISIN or other identifying number from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of Sections 17.06 and 2.04, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee Note Registrar for cancellation in accordance with Section 3.06(b) 2.08 and upon receipt of a Company Order, the Paying Agent shall cancel all Notes so surrendered and such Notes shall no longer be considered Outstanding outstanding under the 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 this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company may, from time to time, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes of the same series hereunder with the same terms as the Notes initially issued hereunder in all respects (or in all respects other than differences in the issue date, the issue price and and, if applicable, the date of the first payment of interest, the date from which interest accrued prior will accrue, the CUSIP or other securities numbers and, to the issue date of such additional Notesextent necessary, differences related to certain temporary securities laws restrictions) in an unlimited aggregate principal amount. Such additional Notes shall be consolidated and form a single series with the Notes initially issued hereunder; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.05, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 HoldersHolders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.05, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by lawlaw and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant may, to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives) to be surrendered surrender to the Trustee for cancellation in accordance with Section 3.06(b) and 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 no longer be considered Outstanding outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Indenture Company, any of its Subsidiaries or Affiliates or any Subsidiary of any of its Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon their repurchasereceipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Notwithstanding anything in the Indenture or the Notes to the contrary, the Company may, without notice to or the consent of the Holders and notwithstanding Section 3.01Holders, reopen this First Supplemental the Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price price, the initial interest payment date and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s 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. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private repurchase or exchange 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.13. Execution and such Authentication . An Officer shall sign the Notes shall for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be considered Outstanding valid. At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture upon their repurchaseto authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numbernumber from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of Sections 17.06 and 2.04, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered Outstanding outstanding under the 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 this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law and income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover those such matters as required by Section 1.2(b) of the Base Indenture17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer be considered Outstanding “outstanding” under the this Indenture upon their repurchaserepurchase and cancellation.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest Special Interest, if any, accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of the Base Indenture16.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 may, at its option and to the extent permitted by applicable law, reissue, resell, hold or surrender to the Trustee for cancellation any Notes so repurchased that it or its Subsidiaries may repurchase (other than Notes repurchased upon a Fundamental Change pursuant to cash-settled swaps or other derivatives) to Article 14, which shall be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08), in the case of a reissuance or resale, so long as such Notes do not constitute Restricted Securities upon such reissuance or resale and are not required to bear the restrictive legend set forth in and in accordance with Section 2.05(c); 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 to be repurchased, such reissued or resold Notes shall have a separate CUSIP number or no CUSIP number. Any such 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 are held by the Company, any of its Subsidiaries or its Affiliates or any Subsidiary of any of such Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, such Notes shall no longer be considered Outstanding under disregarded as set forth in Section 8.04 ) unless and until such time as the Indenture Company surrenders such Notes to the Trustee for cancellation and, upon their repurchasereceipt of a Company Order, the Trustee will cancel all Notes so surrendered in accordance with Section 2.08.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.01‎Section 2.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover those such matters required by Section 1.2(b) of the Base Indenture‎Section 17.06. In addition, the Company may, to the extent permitted by lawlaw and without the consent of the Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries or consolidated affiliated entities or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) ‎Section 2.08, and such Notes shall they will no longer be considered Outstanding “outstanding” under the this Indenture upon their repurchasecancellation. 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 this Indenture, subject to the provisions of ‎Section 8.04.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding Section 3.012.02, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided provided, however, that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a one or more separate CUSIP numbernumbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate setting forth the terms of the additional Notes and the form thereof and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel covering, in addition to cover those matters statements required by Section 1.2(b) Sections 12.02 and 12.03, the issuance, authentication and delivery of the Base Indentureadditional Notes and the execution and authentication of the Notes are authorized or permitted by this Indenture and an Opinion of Counsel to the effect that the additional Notes are valid, binding and enforceable against the Company in accordance with their terms, subject to then customary exceptions. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation transaction private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.13 and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company Issuer may, without notice to or with the consent of the Initial Holders and notwithstanding Section 3.01(or, reopen if the Initial Holders are no longer Holders pursuant to this First Supplemental Indenture and Indenture, the Required Holders), issue additional Additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue date, issue price and interest accrued prior to the issue date of such additional Notesaccrued, if any) in an unlimited aggregate principal amount; provided provided, that if any such additional Notes are not fungible with the 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 and securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company Issuer shall deliver to the Trustee a Company an Issuer Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover cover, in addition to those matters required by Section 1.2(b) ‎Section 17.05, that the additional Notes have been duly authorized by the Issuer and are enforceable against the Issuer in accordance with their terms, subject to customary exceptions, including for bankruptcy, insolvency, fraudulent transfer, reorganization, examinership, moratorium and other similar laws of general application affecting the Base Indenturerights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law, and such other items as the Trustee may reasonably request. In addition, the Company Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), repurchase Notes in the open market or otherwise, whether by the Company Holdings or its Subsidiaries or through a privately negotiation transaction private 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 Issuer shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) ‎Section 2.08, and such Notes shall no longer be considered Outstanding under the Indenture outstanding hereunder upon their repurchase. The Initial Notes issued on the Issue Date and any Additional Notes will be treated as a single class for all purposes under this Indenture.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue price and date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law laws purposes, such additional Notes shall have a separate CUSIP number or no CUSIP number. The Notes and any additional Notes would rank equally and ratably and would be treated as a single series for all purposes under this Indenture (except to the extent set forth in the immediately preceding sentence). Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.05, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation negotiated 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 written notice to or consent of the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase, and upon receipt of a written order from the Company, the Trustee will cancel all the Notes so surrendered.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and Special Interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numberCUSIP, ISIN or other identifying number from the Notes initially issued hereunder. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.06, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and and, without the consent of the Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries Subsidiaries, Consolidated Affiliated Entities or through a privately negotiation transaction private 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 repurchased (other than to be surrendered to the Paying Agent for cancellation in accordance with Section 2.08 and upon receipt of a Company Order, the Paying Agent shall cancel all Notes repurchased pursuant to so surrendered and such ​ ​ Notes shall no longer be considered outstanding under this Indenture upon their repurchase. The Company may also enter into cash-settled swaps or other derivatives) derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee Note Registrar for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer will continue to be considered Outstanding under outstanding for purposes of this Indenture, subject to the Indenture upon their repurchase.provisions of Section 8.04. ​

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than except for any differences in the issue price and interest accrued prior to price, the issue date and interest accrued, if any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP numberCUSIP, ISIN or other identifying number from both the Rule 144A Notes and the Regulation S Notes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 17.06, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or through its Subsidiaries Subsidiaries, Consolidated Variable Interest Entities or through a privately negotiation transaction private 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 repurchased (other than to be surrendered to the Note Registrar for cancellation in accordance with Section 2.08 and upon receipt of a Company Order, the Trustee shall cancel all Notes repurchased pursuant to so surrendered and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase. The Company may also enter into cash-settled swaps or other derivatives) derivatives with respect to the Notes. For the avoidance of doubt, any Notes underlying such cash-settled swaps or other derivatives shall not be required to be surrendered to the Trustee for cancellation in accordance with Section 3.06(b) 2.08 and such Notes shall no longer will continue to be considered Outstanding under outstanding for purposes of this Indenture, subject to the Indenture upon their repurchaseprovisions of Section 8.04.

Additional Notes; Repurchases. The Company may, without notice to or the consent of of, or notice to, the Holders and notwithstanding Section 3.012.01, reopen this First Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes (as determined by the Company in good faith based on the advice of tax counsel) or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Officer’s Certificate and an Opinion of Counsel, such Officers’ Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those matters required by Section 1.2(b) of 16.05, as the Base IndentureTrustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiation negotiated 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 the consent of or notice to the HoldersHolders of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation and shall deliver a cancellation order to the Trustee. Upon delivery of such cancellation order, the Trustee shall cancel such repurchased Notes in accordance with Section 3.06(b) 2.08 and such Notes shall no longer be considered Outstanding outstanding under the this Indenture upon their repurchase.