Common use of Additional Notes; Repurchases Clause in Contracts

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s). 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 17.05 and ‎Section 17.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 and such Notes shall no longer be considered outstanding hereunder upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01Section 2.02, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided provided, however, that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. 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 to cover such matterscovering, in addition to those statements required by ‎Section 17.05 Sections 12.02 and ‎Section 17.0612.03, as the Trustee shall reasonably requestissuance, authentication and delivery of the additional Notes and the execution and authentication of the Notes are authorized or permitted by this Indenture and an Opinion of Counsel to the effect that the additional Notes are valid, binding and enforceable against the Company in accordance with their terms, subject to then customary exceptions. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 Section 2.13 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 required by ‎Section 17.05 and ‎Section 17.06Section 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. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 Section 2.08, and such Notes shall will no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue datedate and, in some cases, the issue price, the first interest accrued prior to the issue accrual date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notesand first Interest Payment Date) in an unlimited aggregate principal amount; provided that if any no such additional Notes are not fungible with will be treated as part of the same series as the Notes initially issued hereunder unless they will be fungible for U.S. federal income tax or securities law purposes. Subject to the preceding sentence, such the Notes issued on the date of this Indenture and any additional Notes shall have one or more separate CUSIP number(s)be treated as a single class for all purposes under this Indenture, including for purposes of voting. 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 required by ‎Section 17.05 and ‎Section 17.06Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding ‎Section 2.01Section 3.01, reopen this Second 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 date, the issue price, price and interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) 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 one or more a separate CUSIP number(s)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 17.05 and ‎Section 17.06, as Section 1.2(b) of the Trustee shall reasonably requestBase 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, with or without notice to Holders, 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 Section 3.06(b) and, upon receipt 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 hereunder 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 Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 required by ‎Section 17.05 and ‎Section 17.06Section 18.06, as the Trustee shall reasonably request. In addition, the Company and/or Avadel may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyCompany or Avadel), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company Company, Avadel or its Avadel’s 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 Each 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 Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company Issuer may, without with the consent of the Initial Holders and notwithstanding ‎Section 2.01(or, reopen if the Initial Holders are no longer Holders pursuant to this Indenture and Indenture, the Required Holders), issue additional Additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than except for any differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes, andaccrued, if applicable, restrictions on transfer in respect of such additional Notesany) 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 or and securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 such matterscover, in addition to those required by ‎Section 17.05 17.05, that the additional Notes have been duly authorized by the Issuer and ‎Section 17.06are 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 rights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law, and such other items as the Trustee shall 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, with or without notice to Holders, whether by the Company Holdings 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 2.08, and such Notes shall no longer be considered outstanding 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 the consent of of, or notice to, the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue dateprice and, the issue priceif applicable, interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional NotesNotes and the initial interest payment date) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 17.05 Section 16.05, and ‎Section 17.06such Opinion of Counsel to include a customary legal opinion as to the enforceability under New York law of such additional Notes, as the Trustee shall reasonably requestwhich opinion may contain customary exceptions and qualifications. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 and such Notes shall no longer be considered outstanding hereunder upon their repurchaseSection 2.08.

Additional Notes; Repurchases. The Company may, without the consent of or notice to the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes, Notes 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 and income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth in the first sentence of this ‎Section 2.10. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an 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 17.05 and ‎Section 17.06, as other such matters reasonably requested by the Trustee shall reasonably requestTrustee. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than except for any differences in the issue dateprice, the issue pricedate and interest accrued, interest accrued prior to the issue date of such additional Notesif any, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 required by ‎Section 17.05 Sections 17.06 and ‎Section 17.062.04, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section Section 2.08 and upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered and such Notes shall no longer be considered outstanding hereunder 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 this Indenture, subject to the provisions of Section 8.04.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms (except, to the extent applicable, with respect to the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date and the “last date of original issuance” such additional Notes for purposes of Section 4.06(d), Section 4.06(e) or otherwise) and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or federal securities law laws purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 17.05 Section 16.05, and ‎Section 17.06such Opinion of Counsel to include a customary legal opinion as to the enforceability under New York law of such additional Notes, as the Trustee shall reasonably requestwhich opinion may contain customary exceptions and qualifications. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 and such Notes shall no longer be considered outstanding hereunder upon their repurchaseSection 2.08.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest price and any Special Interest accrued prior to the issue date of such additional Notes, Notes 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 no Event of Default has occurred and is continuing; provided further that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. 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 mattersmatters applicable to the issuance of Additional Notes, in addition to those required by ‎Section 17.05 and ‎Section 17.06, as the Trustee shall reasonably request17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section ‎‎Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchasesurrender to the Trustee.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, 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; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities law or income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 required by ‎Section 17.05 and ‎Section Section 17.06, as the Trustee shall reasonably request. In addition, the Company and/or Avadel may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the CompanyCompany or Avadel), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company Company, Avadel or its Avadel’s 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 Each 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 Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without notice to or the consent of the Holders and notwithstanding ‎Section 2.01Section 3.01, 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 date, the issue price, price and interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) 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 one or more a separate CUSIP number(s)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 17.05 and ‎Section 17.06, as Section 1.2(b) of the Trustee shall reasonably requestBase 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, with or without notice to Holders, 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 Section 3.06(b) and such Notes shall no longer be considered outstanding hereunder Outstanding under the Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest the first Special Interest Payment Date, if applicable, and 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. Additional Notes will be part of the same class as the Notes initially issued hereunder for all purposes; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal securities laws or income tax or securities law purposes, such additional Notes shall will have one or more separate CUSIP number(s)numbers. 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 the due authorization, execution, delivery, validity and enforceability of such additional Notes and those required by ‎Section 17.05 and ‎Section 17.06Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivativesderivatives (in each case, without prior notice to Holders). The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 Section 2.08, and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to, the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes, Notes and, if applicable, restrictions on transfer in respect of such additional NotesNote) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP number(snumbers. The Notes initially issued hereunder and any additional Notes will rank equally and ratably and will be treated as a single series for all purposes under this Indenture (except 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’ 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 required by ‎Section 17.05 and ‎Section 17.06Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior 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 derivativesderivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with ‎Section Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest price and any Special Interest accrued prior to the issue date of such additional Notes, Notes 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 no Event of Default has occurred and is continuing; provided further that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. 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 mattersmatters applicable to the issuance of Additional Notes, in addition to those required by ‎Section 17.05 and ‎Section 17.06, as the Trustee shall reasonably requestSection 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchasesurrender to the Trustee.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue priceprice and Special Interest, interest if any, accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more CUSIP numbers separate CUSIP number(s)from both the Rule 144A Notes and the Regulation S 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 mattersmatters applicable to the issuance of additional Notes, in addition to those required by ‎Section 17.05 and ‎Section 17.06, as the Trustee shall reasonably requestSection 17.05. In addition, the Company may, to the extent permitted by law, and and, without the consent of or notice to the Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall may, at its option, cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 and such Section 2.08. Any Notes shall no longer repurchased by the Company will be considered outstanding hereunder 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 repurchasereceipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Notwithstanding the foregoing, the Company shall not reissue or resell any Notes repurchased.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to, the Holders and notwithstanding ‎Section 2.01Section 2.02, reopen this the Indenture and issue additional Notes hereunder under the Indenture with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes, 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 or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. 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 required by ‎Section 17.05 and ‎Section 17.06Section 13.07 of the Base Indenture, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 Section 2.07 and such Notes shall no longer be considered outstanding hereunder under the Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to, the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes, 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 or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. 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 required by ‎Section 17.05 and ‎Section 17.06Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private privately negotiated transactions or public or private 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 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 Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to, the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes, 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 or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. Any additional Notes will be treated as a single series for all purposes under this Indenture except as set forth this Section 2.10. 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 17.05 and ‎Section 17.06, as the Trustee shall reasonably requestSection 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case without prior written notice to Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase, and the Trustee shall cancel all Notes so surrendered.

Additional Notes; Repurchases. The Company may, without the consent of of, or notice to, the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, price and interest accrued prior to the issue date of such additional Notes, and, if applicable, restrictions on transfer in respect of such additional Notes) 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 or securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 required by ‎Section 17.05 and ‎Section 17.0618.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, 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 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 its customary procedures and ‎Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.

Additional Notes; Repurchases. The Company may, from time to time, without notice to or the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder under this Indenture with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, 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; provided that if any that, such additional Notes shall be issued under a separate CUSIP and ISIN number unless the additional Notes are not fungible (x) issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with the Notes initially issued hereunder no more than a de minimis amount of original issue discount, in each case for U.S. federal income tax or purposes and (y) fungible for U.S. federal securities law purposes, such additional Notes shall have one or more separate CUSIP number(s). 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 required by ‎Section 17.05 and ‎Section 17.06Section 18.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivativesderivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 cancellation, and such Notes shall they will no longer be considered outstanding hereunder “outstanding” upon their repurchase.

Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than except for any differences in the issue dateprice, the issue price, date and interest accrued prior to the issue date of such additional Notes, andaccrued, if applicable, restrictions on transfer in respect of such additional Notesany) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP number(s)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 17.05 and ‎Section Section 17.06, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or 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 repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 Section 2.08, and such Notes shall they will no longer be considered outstanding hereunder “outstanding” under 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 the consent of or notice to the Holders and notwithstanding ‎Section Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes, Notes 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 or securities law purposes, such additional Notes shall have one or more separate CUSIP number(s)numbers. 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 17.05 Section 2.04 and ‎Section 17.06, as the Trustee shall reasonably requestSection 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, with or without notice to Holders, whether by the Company or its Subsidiaries or Affiliates or through a private or privately negotiated transaction, 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 any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section Section 2.08 and such Notes shall no longer be considered outstanding hereunder under this Indenture upon their repurchase.