Common use of Add On Notes Clause in Contracts

Add On Notes. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Add On Notes”) having terms and conditions identical to those of Outstanding Notes issued under this Indenture, except that Add On Notes: (i) may have a different issue date from such other Outstanding Notes; (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iii) may have terms specified in the Add On Note Board Resolution or Add On Note Supplemental Indenture for such Add On Notes making appropriate adjustments to this Article II and Exhibit A (and related definitions), applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights or duties of the Trustee. (b) In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided with, and shall be fully protected in relying upon: (i) Company Order; (ii) the Add On Note Board Resolutions or Add On Note Supplemental Indenture relating thereto; (iii) an Officers’ Certificate with respect to the Company complying with Section 12.4; and (iv) an Opinion of Counsel for the Company complying with Section 12.4 stating, (A) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section 2.11 and in conformity with the provisions of this Indenture; (B) the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section 2.11 and in conformity with the provisions of this Indenture; (C) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor entitled to the benefits provided in the Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same series; or (iii) if the issue of such Add On Notes pursuant to this Indenture will affect the Trustee’s own rights, duties and immunities under the related Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.11, the Company may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof any series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; (d) may have a different issue price; (e) may have a different CUSIP or ISIN number if such Add On Notes are not fungible with the Notes of such series then outstanding for United States federal income tax purposes; and (iiif) may have terms specified in the Add On Note Board Resolution Resolutions, an Officer’s Certificate or Add On Note Supplemental Indenture a supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2, Exhibit A and Exhibit A B (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes of such series (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this the Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions Resolutions, Officer’s Certificate or supplemental indenture relating thereto, setting forth the form and terms of the Add On Note Supplemental Indenture relating theretoNotes; (iiib) an Officers’ Officer’s Certificate with respect to the Company complying with Section 12.47.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 7.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture;; and (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantees, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or an Add On Note Supplemental Indenturea supplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.9, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A hereto (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantee, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof any series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; (d) may have a different issue price; (e) may have a different CUSIP or ISIN number if such Add On Notes are not fungible with the Notes of such series then outstanding for United States federal income tax purposes; and (iiif) may have terms specified in the Add On Note Board Resolution Resolutions, an Officer’s Certificate or Add On Note Supplemental Indenture a supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2, Exhibit A and Exhibit A B (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes of such series (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this the Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions Resolutions, Officer’s Certificate or supplemental indenture relating thereto, setting forth the form and terms of the Add On Note Supplemental Indenture relating theretoNotes; (iiib) an Officers’ Officer’s Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture;; and (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantees, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or an Add On Note Supplemental Indenturea supplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.9, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof either series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A or B (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A or B (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof any series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; (d) may have a different issue price; (e) may have a different CUSIP or ISIN number if such Add On Notes are not fungible with the Notes of such series then outstanding for United States federal income tax purposes; and (iiif) may have terms specified in the Add On Note Board Resolution Resolutions, an Officer’s Certificate or Add On Note Supplemental Indenture a supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes of such series (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this the Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions Resolutions, Officer’s Certificate or supplemental indenture relating thereto, setting forth the form and terms of the Add On Note Supplemental Indenture relating theretoNotes; (iiib) an Officers’ Officer’s Certificate with respect to the Company complying with Section 12.47.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 7.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture;; and (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or an Add On Note Supplemental Indenturea supplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.9, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes of a series (“Add On Notes”) having terms and conditions identical to those of Outstanding Notes of such series issued under this Indenture, except that Add On Notes: (i) may have a different issue date from such other Outstanding Notes; (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iii) may have terms specified in the Add On Note Board Resolution or Add On Note Supplemental Indenture for such Add On Notes making appropriate adjustments to this Article II and Exhibit A or Exhibit B, as applicable (and related definitions), applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights or duties of the Trustee. (b) In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided with, and shall be fully protected in relying upon: (i) Company Order; (ii) the Add On Note Board Resolutions or Add On Note Supplemental Indenture relating thereto; (iii) an Officers’ Certificate with respect to the Company complying with Section 12.4; and (iv) an Opinion of Counsel for the Company complying with Section 12.4 stating, (A) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section 2.11 and in conformity with the provisions of this Indenture; (B) the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section 2.11 and in conformity with the provisions of this Indenture; (C) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor entitled to the benefits provided in the Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same series; or (iii) if the issue of such Add On Notes pursuant to this Indenture will affect the Trustee’s own rights, duties and immunities under the related Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.11, the Company may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withreceive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.47.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 7.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof any series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A A-1 – A-3 (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this the Indenture in relation to such Add On Notes, the Trustee shall be provided withreceive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.48.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 8.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantees, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes Securities other than the Original Securities or the Exchange Securities (“Add On Notes”), so long as, on the date of issuance of such Add On Notes: (i) having terms no Default or Event of Default shall have occurred and then be continuing, or shall occur as a result of the issuance of such Add On Notes, (ii) such Add On Notes shall rank pari passu with the Original Securities and any Exchange Securities and shall have equivalent terms, conditions identical and benefits as the Original Securities and any Exchange Securities and be part of the same series as the Original Securities and any Exchange Securities, except for the price to those the public and the issue date, (iii) any such Add On Notes shall be issued under a separate CUSIP or ISIN number unless such Add On Notes are issued pursuant to a “qualified reopening” of Outstanding the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with no more than a de minimis amount of original discount, in each case for U.S. federal income tax purposes, (iv) the Company and the Trustee shall have executed and delivered a further supplemental indenture to this Indenture providing for the issuance of such Add On Notes and reflecting such amendments to this Indenture as may be required to reflect the increase in the aggregate principal amount of the Securities resulting from the issuance of the Add On Notes, (v) Petrobras shall have executed and delivered and the Trustee shall have acknowledged an amended and restated Guaranty reflecting the increase in the aggregate principal amount of the Securities resulting from the issuance of the Add On Notes and (vi) the Trustee shall have received all such opinions and other documents as it shall have requested, including an Opinion of Counsel stating that such Add On Notes are authorized and permitted by this Indenture and all conditions precedent to the issuance of such Add On Notes have been complied with by the Company and Petrobras. All Add On Notes issued under hereunder will, when issued, be considered Securities for all purposes hereunder and will be subject to and take the benefit of all of the terms, conditions and provisions of this Indenture, except that . Any Add On Notes will be part of the same series as the Original Securities and the Holders will vote on all matters in relation to the Securities as a single series. Add On Notes: (i1) may have a different issue date from such other Outstanding NotesSecurities; (ii2) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; andSecurities; (iii3) may have terms specified in pursuant to the Add On Note Board Resolution or Add On Note Supplemental Indenture other document evidencing an Authorization or in a supplemental indenture for such Add On Notes making appropriate adjustments to the terms of this Article II and Exhibit A (and related definitions), Indenture applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any Registration Rights Agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes Securities (other than such Add On Notes) and which shall not affect the rights or duties of the Trustee. (b) In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided with, and shall be fully protected in relying upon: (i) Company Order; (ii) the Add On Note Board Resolutions or Add On Note Supplemental Indenture relating thereto; (iii) an Officers’ Certificate with respect to the Company complying with Section 12.4); and (iv) an Opinion of Counsel for the Company complying with Section 12.4 stating, (A) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section 2.11 and in conformity with the provisions of this Indenture; (B) the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section 2.11 and in conformity with the provisions of this Indenture; (C) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor entitled to the benefits provided in the Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same series; or (iii) if the issue of such Add On Notes pursuant to this Indenture will affect the Trustee’s own rights, duties and immunities under the related Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.11, the Company may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof either series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding NotesNotes of such series; (iib) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; and (iiic) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A or B (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company Issuer in the manner and subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor Issuer entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iiic) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit Exhibits A and B (and related definitions), ) applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.410.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 10.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company Issuer in the manner and subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor Issuer entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its board of directors, executive committee or a committee of Trust Officers directors or trust officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; (d) may have a different issue price; (e) may have a different CUSIP or ISIN number if such Add On Notes are not fungible with the Notes then outstanding for United States federal income tax purposes; and (iiif) may have terms specified in the Add On Note Board Resolution Resolutions, an Officer’s Certificate or Add On Note Supplemental Indenture a supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this the Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions Resolutions, Officer’s Certificate or supplemental indenture relating thereto, setting forth the form and terms of the Add On Note Supplemental Indenture relating theretoNotes; (iiib) an Officers’ Officer’s Certificate with respect to the Company complying with Section 12.47.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 7.5 stating, (A1) that the forms of such the Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such the Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture;; and (C3) that such Notesthe Notes and the related Guarantee, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such the Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or an Add On Note Supplemental Indenturea supplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.9, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof any series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; (d) may have a different issue price; (e) may have a different CUSIP or ISIN number if such Add On Notes are not fungible with the Notes of such series then outstanding for United States federal income tax purposes; and (iiif) may have terms specified in the Add On Note Board Resolution Resolutions, an Officer’s Certificate or Add On Note Supplemental Indenture a supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes of such series (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this the Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions Resolutions, Officer’s Certificate or supplemental indenture relating thereto, setting forth the form and terms of the Add On Note Supplemental Indenture relating theretoNotes; (iiib) an Officers’ Officer’s Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture;; and (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or an Add On Note Supplemental Indenturea supplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.9, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iiic) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit Exhibits A and B (and related definitions), ) applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company Issuer in the manner and subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor Issuer entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; (d) may have a different issue price; (e) may have a different CUSIP or ISIN number if such Add On Notes are not fungible with the Notes then outstanding for United States federal income tax purposes; and (iiif) may have terms specified in the Add On Note Board Resolution Resolutions, an Officer’s Certificate or Add On Note Supplemental Indenture a supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this the Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions Resolutions, Officer’s Certificate or supplemental indenture relating thereto, setting forth the form and terms of the Add On Note Supplemental Indenture relating theretoNotes; (iiib) an Officers’ Officer’s Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such the Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such the Notes have been established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or by an Add On Note Supplemental Indenturea supplemental indenture, as permitted by this Section 2.11 2.9 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture;; and (C3) that such Notesthe Notes and the related Guarantee, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such the Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions Resolutions, an Officer’s Certificate or an Add On Note Supplemental Indenturea supplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.9, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof any series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof either series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A or B (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withreceive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.48.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 8.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company Issuer may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture and the Base Indenture, without the consent of the Holders, create and issue pursuant to this Supplemental Indenture additional notes (“and the Base Indenture Add On Notes”) Notes having terms and conditions identical to those of the Outstanding Notes issued under this Indentureof either series, except that Add On Notes: (ia) may have a different issue date from such other Outstanding Notes; (iib) may have a different first Interest Payment Date after issuance than other Outstanding Notes of such series; (c) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding NotesNotes of such series; and (iiid) may have terms specified in Add On Note Board Resolutions or the Add On Note Board Resolution or Add On Note Supplemental Indenture supplemental indenture for such Add On Notes making appropriate adjustments to this Article II 2 and Exhibit A A, B, C or D (and related definitions), as the case may be, applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Add On Notes, which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights rights, benefits, immunities or duties of the Trustee. (b) . In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (iia) the Add On Note Board Resolutions or Add On Note Supplemental Indenture supplemental indenture relating thereto; (iiib) an Officers’ Certificate with respect to the Company complying with Section 12.46.5; and (ivc) an Opinion of Counsel for the Company complying with Section 12.4 6.5 stating, (A1) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (B2) that the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenturesupplemental indenture, as permitted by this Section 2.11 2.8 and in conformity with the provisions of this Supplemental Indenture and the Base Indenture; (C3) that such NotesNotes and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company Issuer and the Guarantor in the manner provided for herein and in the Base Indenture and the Guarantee, respectively, subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and the Guarantor Guarantor, respectively, entitled to the benefits provided in this Supplemental Indenture and the Base Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D4) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E5) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) . If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenturesupplemental indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i1) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii2) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii3) if the issue of such Add On Notes pursuant to this Supplemental Indenture and the Base Indenture will affect the Trustee’s own rights, duties duties, benefits and immunities under the related Notes Notes, this Supplemental Indenture and this the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section 2.112.8, the Company Issuer may not issue Add On Notes if an Event of Default shall have occurred and be continuing.

Add On Notes. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Add On Notes”"ADD ON NOTES") having terms and conditions identical to those of the Outstanding Notes issued under this IndentureNotes, except that Add On Notes: (i) may have a different issue date from such other Outstanding Notes; (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such other Outstanding Notes; and (iii) may have terms specified in the Add On Note Board Resolution or Add On Note Supplemental Indenture for such Add On Notes making appropriate adjustments to this Article ARTICLE II and Exhibit EXHIBIT A (and related definitions), ) applicable to such Add On Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) which are not adverse in any material respect to the Holder of any such Outstanding Notes (other than such Add On Notes) and which shall not affect the rights or duties of the Trustee. (b) In authenticating any Add On Notes, and accepting the additional responsibilities under this Indenture in relation to such Add On Notes, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon: (i) Company Order; (ii) the Add On Note Board Resolutions or Add On Note Supplemental Indenture relating thereto; (iii) an Officers’ ' Certificate with respect to the Company complying with Section 12.4SECTION 10.4; and (iv) an Opinion of Counsel for the Company complying with Section 12.4 SECTION 10.4 stating, (A) that the forms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section SECTION 2.11 and in conformity with the provisions of this Indenture; (B) the terms of such Notes have been established by or pursuant to Add On Note Board Resolutions or by an Add On Note Supplemental Indenture, as permitted by this Section SECTION 2.11 and in conformity with the provisions of this Indenture; (C) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any customary conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor entitled to the benefits provided in the Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes; (D) that all laws and requirements in respect of the execution and delivery of the Notes have been complied with; and (E) such other matters as the Trustee may reasonably request. (v) an Opinion of Counsel for the Guarantor complying with Section 12.4 stating that the Guarantee with respect to the Add On Notes, when such Add On Notes are issued, authenticated and delivered, will constitute a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent that the enforcement of such obligation may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Notes. (c) If such forms or terms have been so established by or pursuant to Add On Note Board Resolutions or an Add On Note Supplemental Indenture, the Trustee shall have the right to decline to authenticate and deliver any Notes: (i) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (ii) if the Trustee by its committee of Trust Officers in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Notes of the same seriesNotes; or (iii) if the issue of such Add On Notes pursuant to this Indenture will affect the Trustee’s 's own rights, duties and immunities under the related Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding anything in this Section SECTION 2.11, the Company may not issue Add On Notes if an Event of Default shall have occurred and be continuing.