Common use of Additional Notes; Purchases Clause in Contracts

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this the Indenture for the Notes and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law tax purposes, such additional Notes shall have one or more separate CUSIP numbersCUSIPs number. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section ‎Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Guarantor, the Company or its the Guarantor’s other Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall will cause any Notes so purchased (but excluding other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding “outstanding” under this the Indenture upon their repurchasepurchase.

Additional Notes; Purchases. (a) The Company may, subject to applicable stock exchange rules, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company Company, Carnival plc or its their respective Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this the Indenture for the Notes and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law tax purposes, such additional Notes shall have one or more separate CUSIP numbersCUSIPs number. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section ‎Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Guarantor, the Company or its the Guarantor’s other Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding “outstanding” under this the Indenture upon their repurchasepurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount, subject to applicable law and this Indenture, including in compliance with Section 4.12; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or and securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.0619.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holderslaw, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal securities law or income tax or securities law purposes, such additional Additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by Avaya, the Company or its Avaya’s other Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they such Notes will no longer be considered outstanding under this Indenture upon their repurchaseany delivery to the Trustee for cancellation.

Additional Notes; Purchases. (a) The Company Companies may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company Companies shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company Companies may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the CompanyCompanies), repurchase Notes in the open market or otherwise, whether by HASI, the Company Companies or its HASI’s other Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company Companies shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the notice to or consent of, or notice to, of the Holders, reopen this Indenture and issue additional Notes under this Indenture hereunder with the same terms and with the same CUSIP number as the Notes initially issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) hereunder in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued on the Issue Date hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such additional Notes issued on the Issue Date and the additional Notes initially issued hereunder shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchasepurchase.

Additional Notes; Purchases. (a) The Company Issuer may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersor ISIN number. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company Issuer shall deliver to the Trustee a Company an Issuer Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.0617.04, as the Trustee shall reasonably request. (b) The Company Issuer may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the CompanyIssuer), repurchase Notes in the open market or otherwise, whether by the Company Issuer, Pubco or its any of their respective Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company Issuer shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, in the initial Interest Payment Date and restrictions on transfer in respect of event that such additional NotesNotes are issued after the end of the First Mandatory Conversion Observation Period, other than differences with respect to First Mandatory Conversion) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holderslaw, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreementsagreements or otherwise, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the HoldersHolders and notwithstanding Section 2.02, reopen this the Indenture and issue additional Notes under this the Indenture with the same terms as the Notes initially issued on the Issue Date hereunder (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued on the Issue Date hereunder for Canadian and U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers (or no CUSIP numbers). Such The Notes initially issued on the Issue Date hereunder and the any additional Notes under the Indenture shall rank equally and ratably and shall be treated as a single series for all purposes under this the Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.061.2 of the Base Indenture, as the Trustee shall reasonably request. (b) The . In addition, the Company may, to the extent permitted by law law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other cash-settled derivatives, in each case without prior written notice to the Holders. The Company shall may cause any Notes so purchased (but excluding other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives that are not physically settledcash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, 2.07 and they will no longer be considered outstanding under this Indenture upon their repurchasemay not resell any such Notes.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent ofof the Holders of the Notes and notwithstanding Section 2.01, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same hereunder (“Additional Notes”) which shall have substantially identical terms as the Notes issued on the Issue Date (Notes, other than differences in with respect to (i) the issue datedate of issuance, (ii) the issue price and principal amount, (iii) the initial date from which interest accrued prior begins to the issue date of such additional Notes and, accrue and (iv) if applicable, the initial Interest Payment Date existence of “transfer” restrictions pursuant to the Securities Act; provided, further, that, in the case of any Additional Note that is a Global Note, no Additional Notes may be issued with the same “CUSIP” or “ISIN” number as other Notes unless it is so permitted in accordance with applicable law and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or and securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such The Notes issued on the Issue Date and the additional any Additional Notes shall rank equally and ratably and shall be treated as a single series class for all purposes under this Indenture. Prior With respect to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, set forth in an Officer’s Certificate Certificate, a copy of which shall be delivered to the Trustee, and an Opinion in a supplemental indenture, the following information: (1) the aggregate principal amount of CounselNotes outstanding immediately prior to the issuance of such Additional Notes; (2) the issue price, if any, the aggregate principal amount of such Officer’s Certificate Additional Notes to be authenticated and Opinion delivered pursuant to this Indenture and the issue date of Counsel to cover such mattersAdditional Notes; (3) the certificate number, in addition to those required by Section 17.06the case of an Additional Note that is a Physical Note, (4) the “CUSIP” or “ISIN” number, as applicable, in the Trustee shall reasonably request. case of an Additional Note that is a Global Note; and (b4) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Additional Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to will be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchaseRestricted Securities.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent ofof the Holders of the Notes and notwithstanding Section 2.01, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same hereunder (“Additional Notes”) which shall have substantially identical terms as the Notes issued on the Issue Date (Notes, other than differences in with respect to (i) the issue datedate of issuance, (ii) the issue price and principal amount, (iii) the initial date from which interest accrued prior begins to the issue date of such additional Notes and, accrue and (iv) if applicable, the initial Interest Payment Date existence of “transfer” restrictions pursuant to the Securities Act; provided, further, that, in the case of any Additional Note that is a Global Note, no Additional Notes may be issued with the same “CUSIP” or “ISIN” number as other Notes unless it is so permitted in accordance with applicable law and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or and securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such The Notes issued on the Issue Date and the additional any Additional Notes shall rank equally and ratably and shall be treated as a single series class for all purposes under this Indenture. Prior With respect to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, set forth in an Officer’s Certificate Certificate, a copy of which shall be delivered to the Trustee, and an Opinion in a supplemental indenture, the following information: (1) the aggregate principal amount of CounselNotes outstanding immediately prior to the issuance of such Additional Notes; (2) the issue price, if any, the aggregate principal amount of such Officer’s Certificate Additional Notes to be authenticated and Opinion delivered pursuant to this Indenture and the issue date of Counsel to cover such mattersAdditional Notes; (3) the certificate number, in addition to those required by Section 17.06the case of an Additional Note that is a Physical Note, (4) the “CUSIP” or “ISIN” number, as applicable, in the Trustee shall reasonably request. case of an Additional Note that is a Global Note; and (b5) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Additional Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to will be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchaseRestricted Securities.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest any Special Interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of of, or notice to, Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or Affiliates or through private or public tenders a tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber (for the avoidance of doubt, any resale by the Company for this purpose shall be deemed to be an issuance). Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Guarantor, the Company or its the Guarantor’s other Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding for all purposes under this the Indenture (subject to Section 8.04) unless and until such time the Company shall surrender them to the trustee for cancellation and, upon their repurchasereceipt of a Company Order, the Trustee shall cancel all Notes so surrendered; provided that any Notes held by the Company, the Guarantor, any of the Company’s subsidiaries or Affiliates or any Subsidiary of any of such Affiliate shall be deemed to be not outstanding for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under the Indenture.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms as the Notes initially issued on the Issue Date hereunder (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes Notes, and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued on the Issue Date hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such Notes initially issued on the Issue Date hereunder and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of or notice to Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through private a privately negotiated transaction or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps may, at its option, reissue, resell or other derivatives that are not physically settled) to be surrendered surrender to the Trustee for cancellation any Notes that the Company or its Subsidiaries may repurchase; provided that in accordance the case of a reissuance or resale, such Notes shall have one or more separate CUSIP numbers if such Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes. Any Notes so repurchased by the Company or its Subsidiaries (other than Notes repurchased upon a Fundamental Change, which shall be governed by Section 2.08, and they will no longer ) shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any such Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders (or causes such Notes to be surrendered) to the Trustee for cancellation and, upon their repurchasereceipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered. For the avoidance of doubt, the repurchases described in this Section 2.10(b) are not repurchases upon a Fundamental Change.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such Notes issued on the Issue Date and the any additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through private or public tenders a tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchasecancellation.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms as the Notes initially issued on the Issue Date hereunder (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicableNotes, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued on the Issue Date hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such Notes initially issued on the Issue Date hereunder and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of or notice to Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through private a privately negotiated transaction or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps may, at its option, reissue, resell or other derivatives that are not physically settled) to be surrendered surrender to the Trustee for cancellation any Notes that the Company or its Subsidiaries may repurchase; provided that in accordance the case of a reissuance or resale, such Notes shall have one or more separate CUSIP numbers if the Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes. Any Notes so repurchased by the Company or its Subsidiaries (other than Notes repurchased upon a Fundamental Change, which shall be governed by Section 2.08, and they will no longer ) shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of any such Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders (or causes such Notes to be surrendered) to the Trustee for cancellation and, upon their repurchasereceipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered. For the avoidance of doubt, the repurchases described in this Section 2.10(b) are not repurchases upon a Fundamental Change.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by NICE, the Company or its NICE’s other Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, in the initial Interest Payment Date and restrictions on transfer in respect of event that such additional NotesNotes are issued after the end of the Reduction Observation Period, other than differences with respect to Reduction) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holderslaw, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreementsagreements or otherwise, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of of, or notice to, Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or Affiliates or through private or public tenders a tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber or no CUSIP number. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant may, at its option and to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives that are not physically settled) to be surrendered surrender to the Trustee for cancellation any Notes that it may so repurchase; provided that if any such Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax law purposes, such reissued or resold Notes shall have a separate CUSIP number or no CUSIP number. Any Notes that the Company may repurchase (other than in accordance connection with Section 2.08, and they will no longer a Fundamental Change or upon Redemption) shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company or any of its Subsidiaries, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon their repurchasereceipt of a Company Order, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent ofof the Holders of the Notes and notwithstanding Section 2.01, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same hereunder (“Additional Notes”) which shall have substantially identical terms as the Notes issued on the Issue Date (Notes, other than differences in with respect to (i) the issue datedate of issuance, (ii) the issue price and principal amount, (iii) the initial date from which interest accrued prior begins to the issue date of such additional Notes and, accrue and (iv) if applicable, the initial Interest Payment Date existence of “transfer” restrictions pursuant to the Securities Act; provided, further, that no Additional Notes may be issued with the same “CUSIP” or “ISIN” number as other Notes unless it is so permitted in accordance with applicable law and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or and securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such The Notes issued on the Issue Date and the additional any Additional Notes shall rank equally and ratably and shall be treated as a single series class for all purposes under this Indenture. Prior With respect to the issuance of any such additional Additional Notes, the Company shall deliver to the Trustee a Company Order, set forth in an Officer’s Certificate Certificate, a copy of which shall be delivered to the Trustee, and an Opinion in a supplemental indenture, the following information: (1) the aggregate principal amount of CounselNotes outstanding immediately prior to the issuance of such Additional Notes; (2) the issue price, if any, the aggregate principal amount of such Officer’s Certificate Additional Notes to be authenticated and Opinion delivered pursuant to this Indenture and the issue date of Counsel to cover such matters, in addition to those required by Section 17.06Additional Notes; (3) the “CUSIP” or “ISIN” number, as the Trustee shall reasonably request. applicable, of such Additional Notes; and (b4) whether such Additional Notes will be Restricted Securities. The Company may, may also from time to time purchase the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market purchases or otherwise, whether negotiated transactions without prior notice to Holders. Any Notes purchased by the Company or its Subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settled) be deemed to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding Outstanding under this Indenture upon their repurchaseIndenture.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, of the HoldersHolders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes under this Indenture hereunder with the same terms as the Notes initially issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) hereunder in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued on the Issue Date hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall will have one or more a separate CUSIP numbers. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenturenumber. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, and such Officer’s Certificate and Opinion of Counsel to cover such mattersshall make the following statements, in addition to those required by Section 17.0616.05: (1) that the form of such additional Notes are in accordance with the provisions of this Indenture; (2) that the terms of such additional Notes are in accordance with the provisions of this Indenture; and (3) that such additional Notes, as when authenticated and delivered by the Trustee shall reasonably request. (b) The and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. In addition, the Company may, to the extent permitted by law law, and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (but excluding other than Notes repurchased purchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase2.09.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holderslaw, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the HoldersHolders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes under this Indenture hereunder with the same terms and with the same CUSIP number as the Notes initially issued on the Issue Date hereunder (other than differences in the issue datedates, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued on the Issue Date hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall will have one or more separate CUSIP numbers. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to the due authorization, execution, delivery, validity and enforceability of such Additional Notes and those required by Section 17.0617.05, as the Trustee shall reasonably request. (b) The . In addition, the Company may, to the extent permitted by law and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase or repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivativesderivatives (in each case without prior notice to Holders). The Company shall cause any Notes so purchased (but excluding Notes repurchased pursuant may, to cash-settled swaps the extent permitted by applicable law, reissue, resell or other derivatives that are not physically settled) to be surrendered surrender to the Trustee for cancellation in accordance with Section 2.082.08 any Notes that the Company may purchase or repurchase, and they will no longer in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such resissuance or resale. Any Notes that the Company may purchase or repurchase shall be considered outstanding for all purposes under this Indenture unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon their repurchasereceipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or and securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holders, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through private or public tenders a tender or exchange offers offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their this repurchase.

Additional Notes; Purchases. (a) The Company may, from time to time, without the consent of, or notice to, the Holders, reopen this Indenture and issue additional Notes under this Indenture with the same terms and with the same CUSIP number as the Notes issued on the Issue Date (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more a separate CUSIP numbersnumber. Such Notes issued on the Issue Date and the additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Officers’ Certificate and an Opinion of Counsel, such Officer’s Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (b) The Company may, to the extent permitted by law and without the consent of Holderslaw, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tenders tender or exchange offers offer or through counterparties to private agreementsagreements or otherwise, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased repurchased (but excluding Notes repurchased pursuant to cash-settled swaps or other derivatives that are not physically settledderivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08, and they will no longer be considered outstanding under this Indenture upon their repurchase.