Common use of Change of Control Repurchase Event Clause in Contracts

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givengiven (the “Change of Control Payment Date”), disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent paying agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.92.10, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 paragraph 5 of the Original IndentureNotes, the Issuer Company will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchaseRepurchase Date (defined below). Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the a Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, a notice to each HolderHolder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (b) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. . (c) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii2) deposit with the Trustee or with such Paying Agent as the Trustee may designate an amount equal to the aggregate purchase price in respect of Repurchase Price for all Notes or portions of Notes properly tendered; and and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase Offer have been complied with. (d) The Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, to each Holder of Notes Notes, or portions of Notes, properly tendered the purchase price Repurchase Price for the Notes deposited by the Issuer. The Issuer will executesuch Notes, or portions of Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered, as applicable; provided that each new Note will be in a principal amount of equal to $2,000 or an integral multiple of $1,000. 1,000 in excess thereof. (e) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givengiven (the “Change of Control Payment Date”), disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent paying agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will Company shall be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 1,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be requiredCompany shall, to the extent lawful, to: : (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; its offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all of the Notes or portions of the Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate officer’s certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will shall promptly distribute mail to each Holder of Notes properly tendered tendered, the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent will Trustee shall promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000surrendered. The Issuer will Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has Company shall have exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenturein full, the Issuer will be required to Company shall make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereofprincipal amount) of that Holder’s Notes at a repurchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company shall comply with the requirements of Rule 14e-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 1301, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 1301 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Issuer will be requiredCompany will, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event (as defined below) occursEvent, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes all Securities have been called for redemption pursuant to Section 10.1 of the Original Indenture3.08 or 3.09, the Issuer will Company shall be required to make an irrevocable offer (a “Change of Control Offer”) to each Holder of Notes the Securities to repurchase all or any part (equal to or in excess denominations of a minimum principal amount of $2,000 and in integral multiples of $1,000 in excess thereof) of that such Holder’s Notes Securities at a repurchase price in cash equal to 101% the Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Control Payment. (b) Within 30 45 days following a any Change of Control Repurchase Event Event, or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will giveCompany shall send, or shall cause to be givensent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each HolderHolder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event offering to repurchase Notes the Securities on the payment date Change of Control Payment Date specified in such notice and specifying: (1) if applicable, that a Change of Control has occurred and that such Holder has the noticeright to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities timely tendered will be accepted for payment; (2) the circumstances and relevant facts regarding such Change of Control; (3) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased; (4) the Change of Control Payment and the repurchase date, which date will shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is givensent, disclosing other than as may be required by law (the “Change of Control Payment Date”); (5) the CUSIP number for the Securities; (6) that any Note Security not tendered for repurchase will continue to accrue interest; (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date; (9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and specifying a statement that such Holder is withdrawing his election to have the procedures for tendering Notes. The Securities purchased; (10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (11) if such notice shall, if given is sent prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in Change of Control Payment Date. (c) The Company shall cause the noticeChange of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.02, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.02 by virtue of such conflict. . (d) On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes Securities or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Trustee or the Paying Agent Agent, as applicable, an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes Securities or portions of Notes Securities properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee or the Notes properly acceptedPaying Agent, as applicable, the Securities so accepted by the Company, for cancellation, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes Securities or portions of Securities being purchased. purchased by the Company. (e) The Trustee or the Paying Agent Agent, as applicable, will promptly distribute send to each Holder of Notes Securities properly tendered the purchase price Change of Control Payment for the Notes deposited by the Issuer. The Issuer will executesuch Securities, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Security equal in principal amount to any unpurchased portion of any Notes surrendered provided Securities surrendered; provided, that each new Note Security will be in a minimum principal amount of an $2,000 and integral multiple multiples of $1,000. 1,000 in excess thereof. (f) The Issuer will Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.02 applicable to a Change of Control Offer made by the Issuer Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer. As used such Change of Control Offer. (g) In the event that Holders of not less than 90% of the aggregate principal amount of the Outstanding Securities accept the Change of Control Offer upon a Change of Control Repurchase Event and the Company purchases all of the Securities held by such Holders, the Company shall have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Securities that remain Outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Securities redeemed plus any accrued and unpaid interest on the Securities redeemed to, but not including, the date of redemption. (h) The provisions set forth in this Section 2.9, 4.02 may be waived or modified with the terms set forth below shall have written consent of the following respective meanings:Holders of a majority in principal amount of the Securities.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer Company has exercised its right previously or substantially concurrently therewith or within 30 days thereafter delivered a notice of redemption with respect to redeem all of the outstanding Notes as described above in Article III of this Indenture, discharged this Indenture as described in Article VIII of this Indenture or has defeased the Notes pursuant to Section 10.1 exercised its legal defeasance option or covenant defeasance option as described in Article VIII of the Original this Indenture, the Issuer will be Company is required to make an irrevocable offer (the “Change of Control Offer”) to each Holder holder of the Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holderholder’s Notes Notes, at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the transaction that constitutes or may constitute a Change of Control, the Issuer Company will give, electronically deliver or shall cause to be given, mail a notice to each Holderholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying electronically delivered or mailed (the procedures for tendering Notes. The notice shall, if given prior to the date “Change of consummation of Control Payment Date”). (b) On the Change of ControlControl Payment Date, state that the Company will, to the extent lawful: (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. (c) The Paying Agent will promptly deliver to each holder of Notes properly tendered payment for such Notes, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered. (d) The Company is not required to make an offer to purchase is conditioned on repurchase Notes in connection with a Change of Control Repurchase Event occurring on if a third party makes such an offer in the manner and at the times and otherwise in compliance with the requirements in this Indenture for such an offer made by the Company, and such third party purchases all Notes validly tendered and not withdrawn under its offer. An offer to repurchase the Notes in connection with a Change of Control Repurchase Event may be made in advance of a Change of Control Repurchase Event, conditional upon such Change of Control Repurchase Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of such offer. (e) If holders of not less than 90% in aggregate principal amount of outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes in connection with a Change of Control Repurchase Event and the Company purchases all of the Notes validly tendered and not withdrawn by such holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior written notice to the payment date specified holders of Notes and the Trustee, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the notice. principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date. (f) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of this Indenture or the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of this Indenture or the Notes by virtue of compliance with such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: securities laws and regulations. (ig) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer Company’s obligation to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made may be waived by the Issuer and holders of not less than a majority of the outstanding Notes affected by such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:waiver.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to a series of Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the such Notes pursuant to Section 10.1 paragraph 5 of the Original Indentureapplicable Notes, the Issuer Company will be required to make an irrevocable offer to each Holder of the applicable series of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes of such series repurchased to, but not including, the date of repurchaseRepurchase Date (defined below). Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, a notice to each HolderHolder of the applicable series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the applicable series of Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (b) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. . (c) On the repurchase date Repurchase Date following a Change of Control Repurchase EventEvent with respect to a series of Notes, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii2) deposit with the Trustee, or with such Paying Agent as the Trustee may designate, an amount equal to the aggregate purchase price in respect of Repurchase Price for all Notes or portions of Notes properly tendered; and and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase Offer have been complied with. (d) The Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, to each Holder of Notes Notes, or portions of Notes, properly tendered the purchase price Repurchase Price for the Notes deposited by the Issuer. The Issuer will executesuch Notes, or portions of such Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered, as applicable; provided that each new Note note will be in a principal amount of an equal to $2,000 and integral multiple multiples of $1,000. 1,000 in excess thereof. (e) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If Upon the occurrence of a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original IndentureEvent, the Issuer will Company shall be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that such Holder’s Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Notes repurchased purchase plus any accrued and unpaid interest, if any, on the Notes repurchased interest to, but not including, the date of repurchase. purchase, in accordance with the terms contemplated in this Section 4.04. (a) Within 30 calendar days following a any Change of Control Repurchase Event or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer Company will give, or shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, describing (the transaction “Change of Control Offer”) stating: (i) that a Change of Control has occurred or transactions is about to occur and that constitute or may constitute such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (ii) the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control Repurchase Eventis about to occur, offering to repurchase Notes on the payment circumstances and relevant facts regarding such Change of Control; (iii) the purchase date specified in the notice, (which date will shall be no earlier than 30 calendar days and no nor later than 60 calendar days from the date such notice is givenmailed); (iv) the instructions, disclosing as determined by the Company, consistent with this Section 4.04, that any Note not tendered for repurchase will continue a Holder must follow in order to accrue interest, and specifying have its Notes purchased; and (v) that the procedures for tendering Notes. The notice shalloffer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the specified purchase date, if given mailed prior to the date of consummation of the Change of Control. (b) On the purchase date following a Change of Control Repurchase Event, state that the offer Company will, to the extent lawful: (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to its offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase is conditioned on price in respect of all the Notes or portions of the Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes of each series being purchased by the Company. (c) The Paying Agent will promptly mail to each holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate after receipt of an Authentication Order and mail (or cause to be transferred by book-entry) to each holder a new Note of the relevant series equal in principal amount to any unpurchased portion of any Notes surrendered. (d) Notwithstanding the foregoing provisions of this Section 4.04, the Company shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event occurring on or prior with respect to a particular series of Notes, if, with respect to such series of Notes, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.04 applicable to a Change of Control Offer made by the Company and purchases all Notes of such series properly tendered and not withdrawn under such Change of Control Offer. (e) The Company shall comply, to the payment date specified in the notice. The Issuer must comply extent applicable, with the requirements of Rule 14e-1 under Section 14(e)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.04, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.04 by virtue of such conflict. On . (f) If Holders of not less than 90% in aggregate principal amount of the repurchase date following outstanding Notes validly tender and do not withdraw such notes in a Change of Control Repurchase Event, and the Issuer Company, or any third party making an offer to repurchase the Notes in the Change of Control Repurchase Event in lieu of the Company as set forth in Section 4.04(d), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will be requiredhave the right, to the extent lawfulupon not less than 30 nor more than 60 days’ prior notice, to: (i) accept for payment all Notes or portions of Notes properly tendered given not more than 30 days following such purchase pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount Repurchase Event, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (g) Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited repurchased or redeemed by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause Company pursuant to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by a third party makes such an offer pursuant to Section 4.04(d) will have the status of Notes issued and outstanding. (h) Any repurchase of Notes pursuant to this Section 4.04 following the occurrence of a Change of Control Repurchase Event will be conducted in the manner, at the times and otherwise in compliance conformity with the requirements for an offer made by of Rule 14e-1 under the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, Exchange Act to the terms set forth below shall have the following respective meanings:extent applicable.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 paragraph 5 of the Original IndentureNotes, the Issuer Company will be required to make an irrevocable offer to each Holder of the Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchaseRepurchase Date (defined below). Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, a notice to each HolderHolder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (b) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. . (c) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii2) deposit with the Trustee, or with such Paying Agent as the Trustee may designate, an amount equal to the aggregate purchase price in respect of Repurchase Price for all Notes or portions of Notes properly tendered; and and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase Offer have been complied with. (d) The Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, to each Holder of Notes Notes, or portions of Notes, properly tendered the purchase price Repurchase Price for the Notes deposited by the Issuer. The Issuer will executesuch Notes, or portions of such Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered, as applicable; provided that each new Note note will be in a principal amount of an equal to $2,000 and integral multiple multiples of $1,000. 1,000 in excess thereof. (e) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above in Section 2.8 or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that HolderXxxxxx’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 €100,000 and in integral multiples of $€1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givengiven (the “Change of Control Payment Date”), disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date Business Day immediately preceding the Change of Control Payment Date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to deposit with the London Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered. On the Change of Control Payment Date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being purchased. The London Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Trustee (or an Authenticating Agent Agent) will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $€1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.92.10, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. (a) The provisions of this Section 3.8 shall apply to a series of Securities if the instrument establishing the terms of such series pursuant to Section 2.4 hereof so indicates. (b) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has exercised its right to redeem the Notes such series of Securities as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenturein Article Eleven, the Issuer Company will be required to make an irrevocable offer to each Holder of Notes Securities of such series to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes Securities repurchased plus any accrued and unpaid interest, if any, interest on the Notes such Securities repurchased to, but not including, to the date of repurchasepurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer Company will give, or shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notessuch series of Securities, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes such series of Securities by virtue of such conflict. . (c) On the repurchase date following a Change of Control Repurchase EventEvent payment date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes Securities or portions of Notes Securities properly tendered pursuant to the Change of Control Offer; offer; (ii2) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes Securities or portions of Notes Securities properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Notes Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes such Securities being purchased. purchased by the Company. (d) The Paying Agent paying agent will promptly distribute mail to each Holder of Notes Securities properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeSecurities, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Security equal in principal amount to any unpurchased portion of any Notes surrendered Securities surrendered; provided that each new Note Security will be in a principal amount of $1,000 or an integral multiple of $1,000. . (e) The Issuer Company will not be required to make an offer to repurchase the Notes Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer. As used in . (f) For the purposes of this Section 2.93.8, the following terms set forth below shall have the following respective meaningsmeanings indicated:

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs after the Distribution Date, unless the Issuer has exercised its right given notice to redeem all of the outstanding Notes of the applicable Series as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indentureunder Article 3, the Issuer will be required to make an irrevocable offer to each Holder of such Notes will have the right to require that the Issuer repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that such Holder’s Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Notes repurchased purchase plus accrued and unpaid interest, if any, on the Notes repurchased to, to but not including, including the date of repurchase. purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). (b) Within 30 days following any Change of Control Repurchase Event, unless the Issuer has previously or concurrently mailed (or otherwise delivered in accordance with the applicable procedures of DTC) a redemption notice with respect to all outstanding Notes of the applicable Series as described under Article 3, the Issuer will mail a notice by first-class mail (or otherwise delivered in accordance with the applicable procedures of DTC) to each Holder of the Notes of such Series with a copy to the Trustee (the “Change of Control Offer”) stating: (1) that a Change of Control Repurchase Event orhas occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, at plus accrued and unpaid interest, if any, to the Issuer’s option, prior date of purchase (subject to a the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date) (the “Change of Control Payment Date”); (as defined below), but in either case, after 2) the public announcement of the Change of Control, the Issuer will give, or purchase date (which shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no nor later than 60 days from the date such notice is givenmailed); and (3) the instructions, disclosing as determined by the Issuer, consistent with this Section 4.11, that any Note not tendered for repurchase will continue a Holder must follow in order to accrue interest, and specifying the procedures for tendering Noteshave its Notes purchased. The notice shall, if given delivered (or otherwise delivered in accordance with the applicable procedures of DTC) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (c) On the Change of Control Payment Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes of the applicable Series or portions of such Notes (of $200,000 or larger integral multiples of $1,000 in excess thereof) validly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of such Series or portions of such Notes so accepted for payment; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes of such Series so accepted for payment together with an Officer’s Certificate stating the aggregate principal amount of such Notes or portions of such Notes being purchased by the Issuer in accordance with the terms of this Section 4.11. (d) The Paying Agent will promptly mail to each Holder of Notes so accepted for payment the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a principal amount of $200,000 or integral multiples of $1,000 in excess thereof. On and after the purchase date, interest will cease to accrue on the Notes or portions thereof purchased. (e) The Issuer must comply will not be required to make a Change of Control Offer following a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes of the applicable Series validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption in respect of all of the outstanding Notes of such Series that is or has become unconditional has been given as described under Article 3. (f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon a Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. In the event that the Change of Control has not occurred as of the purchase date for the Change of Control Offer specified in the notice therefor (or amendment thereto), the Issuer (or third party offeror) may, in its discretion, rescind such notice or amend it to specify another purchase date. (g) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.11, the Issuer will comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.11 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in its compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:securities laws or regulations.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless except to the Issuer extent the Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 the redemption terms of the Original IndentureNotes, the Issuer Company will be required to make an irrevocable offer to each Holder of the Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchase. Repurchase Date (defined below). (b) Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, or otherwise deliver in accordance with the applicable procedures of the Depositary, a notice to each HolderHolder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the noticenotice (such offer, the “Repurchase Offer” and such date, the “Repurchase Date”), which date Repurchase Date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, disclosing that any Note not tendered for repurchase will continue pursuant to accrue interest, and specifying the procedures for tendering Notesdescribed in such notice. The notice shall, if given mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (c) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. . (d) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii) deposit with the Trustee or with such Paying Agent as the Trustee may designate an amount equal to the aggregate purchase price in respect of Repurchase Price for all Notes or portions of Notes properly tendered; and ; (iii) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly acceptedaccepted for payment by the Company, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The repurchased by the Company pursuant to the Repurchase Offer; and (iv) deliver, or cause to be delivered, to the Trustee, for authentication by the Trustee, any new Notes required to be issued pursuant to Section 3.02(e) below, duly executed by the Company. (e) Upon receipt by the Trustee from the Company of a notice setting forth the Repurchase Price and the Notes properly tendered and accepted for payment, the Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, or otherwise deliver in accordance with the applicable procedures of the Depositary, to each Holder of Notes the Notes, or portions of the Notes, properly tendered and accepted for payment by the purchase price Company the Repurchase Price for the Notes deposited by or portions of the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each such Holder a new note Note, duly executed by the Company equal in principal amount to any unpurchased unrepurchased portion of any the Notes surrendered surrendered, as applicable; provided that each new Note will be in a principal amount of an equal to $2,000 or integral multiple multiples of $1,000. 1,000 in excess thereof. (f) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, . (g) The Company and the terms set forth below shall Guarantors acknowledge that the Company may not have the following respective meanings:sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Event.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will givemail, or shall cause to be givenmailed, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed (the “Change of Control Payment Date”), disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent paying agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent authenticating agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the 2012 Series Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the 2012 Series Notes pursuant to Section 10.1 the redemption terms of each of the Original Indenture2022 Notes or 2042 Notes, the Issuer Company will be required to make an irrevocable offer to each Holder of the 2012 Series Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in or integral multiples of $1,000 in excess thereof) of that Holder’s 2012 Series Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such 2012 Series Notes repurchased plus any accrued and unpaid interest, if any, interest on the such 2012 Series Notes repurchased to, but not including, the date of repurchase. Repurchase Date (defined below). (b) Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, a notice to each HolderHolder of the 2012 Series Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the 2012 Series Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, disclosing that any Note not tendered for repurchase will continue pursuant to accrue interest, and specifying the procedures for tendering Notesdescribed in such notice. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (c) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2012 Series Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the 2012 Series Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the 2012 Series Notes by virtue of such conflict. . (d) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all 2012 Series Notes or portions of 2012 Series Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii) deposit with the Trustee or with such Paying Agent as the Trustee may designate an amount equal to the aggregate purchase price in respect of Repurchase Price for all 2012 Series Notes or portions of 2012 Series Notes properly tendered; and ; (iii) deliver deliver, or cause to be delivered delivered, to the Trustee the 2012 Series Notes properly acceptedaccepted for payment by the Company, together with an Officers’ Certificate stating the aggregate principal amount of 2012 Series Notes being purchased. The repurchased by the Company pursuant to the Repurchase Offer; and (iv) deliver, or cause to be delivered, to the Trustee, for authentication by the Trustee, any new 2022 Notes or 2042 Notes required to be issued pursuant to Section 3.02(e) below, duly executed by the Company. (e) Upon receipt by the Trustee from the Company of a notice setting forth the Repurchase Price and the Series 2012 Notes properly tendered and accepted for payment, the Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, to each Holder of Notes 2012 Series Notes, or portions of 2012 Series Notes, properly tendered the purchase price and accepted for the Notes deposited payment by the Issuer. The Issuer will executeCompany the Repurchase Price for such 2012 Series Notes or portions of 2012 Series Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each such Holder a new note 2022 Note or 2042 Note, as applicable, duly executed by the Company equal in principal amount to any unpurchased portion of any 2012 Series Notes surrendered surrendered, as applicable; provided that each such new 2012 Series Note will be in a principal amount of an equal to $2,000 or integral multiple multiples of $1,000. 1,000 in excess thereof. (f) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all 2012 Series Notes or portions of 2012 Series Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, . (g) The Company and the terms set forth below shall Guarantors acknowledge that the Company may not have the following respective meanings:sufficient funds to repurchase all 2012 Series Notes or portions of 2012 Series Notes properly tendered upon a Change of Control Repurchase Event.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will Company shall be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 1,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be requiredCompany shall, to the extent lawful, to: : (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; its offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will shall promptly distribute mail to each Holder of Notes properly tendered tendered, the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent will Trustee shall promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000surrendered. The Issuer will Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer at such time has exercised its given notice of redemption pursuant to Article Four or Eleven with respect to all the Outstanding Notes and all conditions to such redemption have been either satisfied or waived, each Holder will have the right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, require the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (in a principal amount equal to or in excess of $2,000 and in or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer to repurchase on the terms described below (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a repurchase price in cash (the “Change of Control Payment”) equal to 101101.00% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, including the date of repurchasepurchase, subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Payment Date. Within 30 days following a any Change of Control Repurchase Event orEvent, unless the Issuer at the Issuer’s option, prior such time has given notice of redemption pursuant to a Change of Control (as defined below), but in either case, after the public announcement Article Four or Eleven with respect to all of the Change of ControlOutstanding Notes, the Issuer will give, mail by first class mail or shall cause to be given, a notice to each Holderovernight mail, with a copy to the TrusteeTrustee sent in the same manner, to each Holder (such mailing to be sent to the address of such Holder appearing in the Note Register or otherwise delivered in accordance with the procedures of the Depositary) and to the Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, and offering to repurchase Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interestmailed or otherwise sent (the “Change of Control Payment Date”), and specifying such notice shall include the procedures for tendering Notes. The notice shallfollowing information: (1) that, if given prior to unless the date of consummation Issuer defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the offer Change of Control Offer shall cease to purchase accrue interest on the Change of Control Payment Date; (2) if such notice is conditioned on delivered prior to the occurrence of a Change of Control Repurchase Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Repurchase Event occurring on or prior to the payment date specified and if applicable, shall state that, in the notice. Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control Repurchase Event shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (3) the other instructions, as determined by the Issuer, consistent with this Section 1013, that a Holder must follow. (b) The Issuer must shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 1013, the Issuer will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 1013 by virtue of such compliance, and the obligations of the Issuer under foregoing procedures will be deemed modified as necessary to permit such compliance. (c) On the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredshall, to the extent lawful, to: , (i1) accept for payment all Notes or portions of Notes (in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer; , (ii2) deposit with the Paying Agent an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes or portions of Notes properly tendered; tendered and not withdrawn and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly accepted, accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The purchased by the Issuer. (d) In the event that the Issuer makes a Change of Control Payment, the Paying Agent will shall promptly distribute mail or deliver to each Holder of Notes properly tendered and not withdrawn the purchase price Change of Control Payment for the Notes deposited by the Issuer. The Issuer will executesuch Notes, and the Authenticating Agent will Trustee shall promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any the Notes surrendered surrendered, if any; provided that each such new Note will shall be in a principal amount of equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof. The Issuer will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) The Issuer shall not be required to make an offer to repurchase the Notes upon a Change of Control Offer following a Change of Control Repurchase Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and such third party purchases all such Notes properly tendered and not withdrawn under its offersuch Change of Control Offer, or (2) a notice of redemption has been given pursuant to Article Four or Article Eleven at any time prior to 30 days following any Change of Control Repurchase Event with respect to all outstanding Notes, unless and until there is a Default in the payment of the applicable redemption price. As used Notwithstanding anything else herein, a Change of Control Offer may be made in this Section 2.9advance of a Change of Control Repurchase Event, conditioned upon the terms set forth below shall have consummation of such Change of Control, if a definitive agreement is in place for the following respective meanings:Change of Control at the time of the making of such Change of Control Offer.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to in Section 10.1 of the Original Indenture2.11, the Issuer will Company shall be required to make an irrevocable offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase repurchase, all or any part (equal to or in excess a minimum denomination of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased the notes repurchased, plus any accrued and unpaid interest, if any, interest on the such Notes repurchased repurchase to, but not including, the date of repurchaserepurchase (the “Change of Control Payment”). Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the a transaction or transactions that constitute or may constitute a Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each HolderHolder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed other than as required by law. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. . (b) On or before the repurchase date following a Change of Control Repurchase Event, the Company shall, to the extent lawful: (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (ii) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of the Notes being repurchased. (c) The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 2.12, the Issuer will Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: this Section 2.12. (id) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent paying agent will promptly distribute to deliver each Holder of Notes properly tendered tendered, the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a principal amount minimum denomination of an $2,000 and in integral multiple multiples of $1,000. . (e) The Issuer will Company shall not be required to make an offer to repurchase comply with the Notes upon a Change obligations of Control Repurchase Event this Section 2.12 if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes notes properly tendered and not withdrawn under its offeroffer (it being understood that such third party may make an offer that is conditioned on and prior to the occurrence of a Change of Control). As used The Company shall not be required to make an offer to repurchase the notes upon a Change of Control Repurchase Event if notice of redemption has been given pursuant to the indenture as described under the caption Section 2.11 unless there is a default in the payment of the applicable Redemption Price. (f) Other than as specifically provided in this Section 2.92.12 and Section 2.13, any purchase pursuant to this Section 2.12 shall be made pursuant to the terms set forth below shall have provisions of Article Eleven of the following respective meanings:Base Indenture.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer Company will be required to make an irrevocable offer to each Holder of the Notes to repurchase all or any part (equal to U.S.$2,000 or in excess an integral multiple of $2,000 and in integral multiples of $1,000 U.S.$1,000 in excess thereof) of that Holder’s Notes at a repurchase price Repurchase Price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased and any Additional Amounts to, but not includingexcluding, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, a notice mail to each HolderHolder of the Notes, with a copy to the Trustee, a notice: (i) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, ; (ii) offering to repurchase Notes on the Notes; (iii) setting forth the payment date specified in for the noticerepurchase of the Notes, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, mailed; (iv) if given mailed prior to the date of consummation of the Change of Control, state stating that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. ; (v) stating that any Note not tendered will continue to accrue interest; (vi) stating that, unless the Company defaults in the payment of the repurchase price, all Notes accepted for payment pursuant to the repurchase offer will cease to accrue interest after the payment date specified in the notice; and (vii) specifying the procedure for tendering Notes. (b) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the such Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.04, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Indenture by virtue of such conflict. . (c) On the repurchase date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; Company’s offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being purchased. purchased by the Company. (d) The Paying Agent will promptly distribute mail to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a principal amount minimum denominations of an U.S.$2,000 and integral multiple multiples of $1,000. U.S.$1,000 in excess thereof. (e) The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company set forth in this Indenture and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this offer or (ii) notice of redemption for all outstanding Notes has been given pursuant to Section 2.9, the terms set forth below shall have the following respective meanings:3.05 hereof.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to in Section 10.1 of the Original Indenture3.01, the Issuer Company will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, to the date of repurchasepurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer Company will give, or shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Note, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Note by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; Company’s offer; (ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will promptly distribute mail its check or otherwise cause to be paid to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a principal amount of equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the 2009 Series Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the 2009 Series Notes pursuant to Section 10.1 the redemption terms of each of the Original Indenture2014 Notes or 2019 Notes, the Issuer Company will be required to make an irrevocable offer to each Holder of the 2009 Series Notes to repurchase all or any part (equal to or in excess of $2,000 and in or any integral multiples multiple of $1,000 in excess thereof) of that Holder’s 2009 Series Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such 2009 Series Notes repurchased plus any accrued and unpaid interest, if any, interest on the such 2009 Series Notes repurchased to, but not including, the date of repurchase. Repurchase Date (defined below). (b) Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, a notice to each HolderHolder of the 2009 Series Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the 2009 Series Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, disclosing that any Note not tendered for repurchase will continue pursuant to accrue interest, and specifying the procedures for tendering Notesdescribed in such notice. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (c) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2009 Series Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the 2009 Series Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the 2009 Series Notes by virtue of such conflict. . (d) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all 2009 Series Notes or portions of 2009 Series Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii) deposit with the Trustee or with such Paying Agent as the Trustee may designate an amount equal to the aggregate purchase price in respect of Repurchase Price for all 2009 Series Notes or portions of 2009 Series Notes properly tendered; and ; (iii) deliver deliver, or cause to be delivered delivered, to the Trustee the 2009 Series Notes properly acceptedaccepted for payment by the Company, together with an Officers’ Certificate stating the aggregate principal amount of 2009 Series Notes being purchased. repurchased by the Company pursuant to the Repurchase Offer; and (iv) deliver, or cause to be delivered, to the Trustee, for authentication by the Trustee, any new 2014 Notes or 2019 Notes required to be issued pursuant to Section 3.02(e) below, duly executed by the Company. (e) The Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, to each Holder of Notes 2009 Series Notes, or portions of 2009 Series Notes, properly tendered the purchase price and accepted for the Notes deposited payment by the Issuer. The Issuer will executeCompany the Repurchase Price for such 2009 Series Notes or portions of 2009 Series Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each such Holder a new note 2014 Note or 2019 Note, as applicable, duly executed by the Company equal in principal amount to any unpurchased portion of any 2009 Series Notes surrendered surrendered, as applicable; provided that each such new 2009 Series Note will be in a principal amount of an equal to $2,000 or any integral multiple of $1,000. 1,000 in excess thereof. (f) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all 2009 Series Notes or portions of 2009 Series Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, . (g) The parties acknowledge that the terms set forth below shall Company may not have the following respective meanings:sufficient funds to repurchase all 2009 Series Notes or portions of 2009 Series Notes properly tendered upon a Change of Control Repurchase Event.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer Issuers will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part of the Notes (equal to or in excess the “Change of $2,000 and in integral multiples of $1,000 in excess thereofControl Offer”) of that Holder’s Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of each of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased thereon to, but not includingexcluding, the date of repurchaserepurchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Within 30 Unless the Issuers have unconditionally exercised their right to redeem all the applicable series of Notes and given notice of redemption as described under Section 3.01 of this Indenture and all conditions to such redemption have been satisfied or waived, no later than the date that is 60 days following a after any Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of ControlEvent, the Issuer Issuers will give, or shall cause to be given, mail a notice to each Holder, with a copy to Holder and the Trustee, Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on a date (the payment date “Change of Control Payment Date”) specified in the such notice, which date will shall be no earlier than 30 10 days and no later than 60 days from the date such notice is givenmailed, disclosing pursuant to the procedures required by the Indenture and described in such notice. (b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions thereof (in integral multiples of $1,000 in the case of the U.S. Dollar Notes and in integral multiples of £1,000 in the case of the Sterling Notes) properly tendered pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of such Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $200,000 in the case of a U.S. Dollar Note and £100,000 in the case of a Sterling Note, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after repurchase is $200,000 in the case of a U.S. Dollar Note and £100,000 in the case of a Sterling Note; (2) deposit with the relevant Paying Agent an amount equal to the Change of Control Payment in respect of all U.S. Dollar Notes or Sterling Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Issuer in accordance with the terms of this covenant. (c) The applicable Paying Agent will promptly deliver to each Holder of any Notes so tendered the Change of Control Payment for such Notes and the Trustee or the Registrar will, upon receipt of an Issuer Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new U.S. Dollar Note will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof and each such new Sterling Note will be in a principal amount of £100,000 or an integral multiple of £1,000 in excess thereof. (d) In the case of Definitive Notes, if the Change of Control Payment Date is on or after a Record Date and on or before the related interest payment date, any accrued and unpaid interest and Additional Amounts, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Additional Amounts will be payable to Holders who tender pursuant to the Change of Control Offer; in the case of Global Notes, the Issuer will pay accrued and unpaid interest to the Change of Control Payment Date to the Holder on such date. (e) If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, the Issuers will publish a public announcement with respect to the results of any Change of Control Offer in a leading newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange. (f) This Section 4.09 will be applicable regardless of whether any other provisions of this Indenture are applicable. (g) The Issuers will not be required to make a Change of Control Offer following a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with this Section 4.09 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption for repurchase will continue all of the outstanding Notes has been given pursuant to accrue Article III and all conditions have been satisfied and waived unless and until there is a default in the payment of the applicable redemption price plus accrued and unpaid interest, and specifying if any thereon to, but excluding, the procedures for tendering Notesproposed redemption date. The notice shall, if given prior Notwithstanding anything to the date contrary contained in the Indenture or the Notes, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon the consummation of the Change of Control, state so long as a definitive agreement has been executed that the offer to purchase is conditioned on contains terms and provisions that would otherwise result in a Change of Control Repurchase Event occurring on upon completion of the transactions contemplated thereby. (h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in this Section 4.09, repurchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, within 30 days following such repurchase pursuant to the Change of Control Offer described above, to repurchase all Notes that remain outstanding following such repurchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the date of repurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date specified in date). (i) Notes repurchased by the noticeIssuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to this Section 4.09 will have the status of Notes issued and outstanding. (j) The Issuer must Issuers will comply with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (to the “Exchange Act”), extent applicable and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.09, the Issuer Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.09 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event (as defined below) occursEvent, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes all Securities have been called for redemption pursuant to Section 10.1 of the Original Indenture3.08 or 3.09, the Issuer will Company shall be required to make an irrevocable offer (a “Change of Control Offer”) to each Holder of Notes the Securities to repurchase all or any part (equal to or in excess denominations of a minimum principal amount of $2,000 and in integral multiples of $1,000 in excess thereof) of that such Holder’s Notes Securities at a repurchase price in cash equal to 101% the Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Control Payment. (b) Within 30 45 days following a any Change of Control Repurchase Event Event, or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will giveCompany shall send, or shall cause to be givensent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each HolderHolder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event offering to repurchase Notes the Securities on the payment date Change of Control Payment Date specified in such notice and specifying: (1) if applicable, that a Change of Control has occurred and that such Holder has the noticeright to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities tendered will be accepted for payment; (2) the circumstances and relevant facts regarding such Change of Control; (3) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased; (4) the Change of Control Payment and the repurchase date, which date will shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is givensent, disclosing other than as may be required by law (the “Change of Control Payment Date”); (5) the CUSIP number for the Securities; (6) that any Note Security not tendered for repurchase will continue to accrue interest; (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the first Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and specifying a statement that such Holder is withdrawing his election to have the procedures for tendering Notes. The Securities purchased; (10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (11) if such notice shall, if given is sent prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in Change of Control Payment Date. (c) The Company shall cause the noticeChange of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.02, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.02 by virtue of such conflict. . (d) On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes Securities or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Trustee or the Paying Agent Agent, as applicable, an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes Securities or portions of Notes Securities properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee or the Notes properly acceptedPaying Agent, as applicable, the Securities so accepted by the Company, for cancellation, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes Securities or portions of Securities being purchased. purchased by the Company. (e) The Trustee or the Paying Agent Agent, as applicable, will promptly distribute mail to each Holder of Notes Securities properly tendered the purchase price Change of Control Payment for the Notes deposited by the Issuer. The Issuer will executesuch Securities, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Security equal in principal amount to any unpurchased portion of any Notes surrendered provided Securities surrendered; provided, that each new Note Security will be in a minimum principal amount of an $2,000 and integral multiple multiples of $1,000. 1,000 in excess thereof. (f) The Issuer will Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.02 applicable to a Change of Control Offer made by the Issuer Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer. As used such Change of Control Offer. (g) In the event that Holders of not less than 90% of the aggregate principal amount of the Outstanding Securities accept the Change of Control Offer upon a Change of Control Repurchase Event and the Company purchases all of the Securities held by such Holders, the Company shall have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Securities that remain Outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Securities redeemed plus any accrued and unpaid interest on the Securities redeemed to, but not including, the date of redemption. (h) The provisions set forth in this Section 2.9, 4.02 may be waived or modified with the terms set forth below shall have written consent of the following respective meanings:Holders of a majority in principal amount of the Securities.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of the Notes to repurchase all or any part (equal to or in excess of $2,000 and in or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price Repurchase Price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer will give, or shall cause to be given, a notice mail to each HolderHolder of the Notes, with a copy to the Trustee, a notice: (i) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, ; (ii) offering to repurchase Notes on the Notes; (iii) setting forth the payment date specified in for the noticerepurchase of the Notes, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, mailed; (iv) if given mailed prior to the date of consummation of the Change of Control, state stating that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. ; (v) stating that any Note not tendered will continue to accrue interest; (vi) stating that, unless the Issuer defaults in the payment of the repurchase price, all Notes accepted for payment pursuant to the repurchase offer will cease to accrue interest after the payment date specified in the notice; and (vii) specifying the procedure for tendering Notes. (b) The Issuer must will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.04, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Indenture by virtue of such conflict. . (c) On the repurchase date following a Change of Control Repurchase Event, the Issuer will be requiredwill, to the extent lawful, to: : (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; Issuer’s offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being purchased. purchased by the Issuer. (d) The Paying Agent will promptly distribute mail to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a principal amount of an integral multiple minimum denominations of $1,000. 2,000 and integral multiples of $1,000 in excess thereof. (e) The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer set forth in this Indenture and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this offer or (ii) a notice of redemption for all outstanding Notes has been given pursuant to Section 2.9, the terms set forth below shall have the following respective meanings:3.04 hereof.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original IndentureNotes, the Issuer Company will be required to make an irrevocable offer to each Holder holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, to the date of repurchasepurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the an impending Change of Control, the Issuer Company will give, or shall cause to be given, mail a notice to each Holderholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and any other securities laws and regulations thereunder thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer; Company’s offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will promptly distribute mail to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered provided surrendered; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,0001,000 above that amount. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to a series of Notes, unless unless, prior to the time the Issuer is required to make a Change of Control Offer, the Issuer has exercised its right previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to redeem all the outstanding Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuer’s Board, as described above applicable, governing such series of Notes or has defeased the Notes pursuant to Section 10.1 of the Original Indenture8.02, Section 8.03 or Section 11.01, the Issuer will be required to shall make an irrevocable offer to each Holder purchase all of the Notes of such series pursuant to repurchase all or any part (equal to or in excess the Change of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes Control Offer described below at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of the Notes repurchased (or such higher amount as the Issuer may determine) plus accrued and unpaid interest, if any, on the Notes repurchased to, but not includingexcluding the Change of Control Payment Date, subject to the date right of repurchaseHolders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following a any Change of Control Repurchase Event orEvent, at the Issuer’s option, prior Issuer shall send or cause to be sent a notice of such Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, Offer by electronic delivery or shall cause to be given, a notice to each Holderfirst-class mail, with a copy to the Trustee, to each Holder of such series of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes (the “Change of Control Offer”) on the payment date specified in the noticenotice (the “Change of Control Payment Date”), which date will shall be no earlier than 30 days and no 20 Business Days nor later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notessent. The notice shall, if given sent prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date Change of Control Payment Date or such other conditions specified therein and shall describe each such condition, and, if applicable, shall state that, in the noticeIssuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer reasonably believes that any or all such conditions (including such Change of Control Repurchase Event) shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed. The Issuer must shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.14, the Issuer will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under this Section 4.14 by virtue thereof. (b) On the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredshall, to the extent lawful, to: : (i1) accept for payment all Notes of the applicable series issued by them or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; , (ii2) by 10:00 a.m. (New York City time), deposit with the Paying Agent an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and , and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Notes properly accepted, so accepted together with an Officers’ Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the aggregate principal amount of Notes being purchased. Issuer. (c) The Paying Agent will promptly distribute send to each Holder holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000surrendered. The Issuer will shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party approved in writing by the Issuer makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offersuch Change of Control Offer. As used Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon such Change of Control Repurchase Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of any series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer as set forth in clause (c) of this Section 4.14, purchases all of the Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 2.94.14, to redeem (with respect to the terms set forth below Issuer) or purchase (with respect to a third party) all Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall have be made pursuant to the following respective meanings:provisions of Sections 3.02, 3.05 and 3.06. (f) The provisions of this Section 4.14 relating to the Issuer’s obligation to make a Change of Control Offer with respect to the Notes of any series upon a Change of Control Repurchase Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the Notes of such series.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has Company shall have exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenturein full, the Issuer will be required to Company shall make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereofprincipal amount) of that Holder’s Notes at a repurchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company shall comply with the requirements of Rule 14e-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 13.01, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 13.01 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Issuer will be requiredCompany will, to the extent lawful, to: : (ia) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; its offer; (iib) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iiic) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will promptly distribute remit to each Holder holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and upon receipt of a Company Order, the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,0001,000 in excess thereof. If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.”

Change of Control Repurchase Event. (i) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer has Company shall have exercised its right option to redeem the Notes in full, as described above set forth in Section 1.03 of this Fourth Supplemental Indenture, or has the Company shall have defeased the Notes pursuant to Section 10.1 or have satisfied and discharged the Notes, as set forth in Article XI of the Original Base Indenture, the Issuer will be required to Company shall make an irrevocable offer (the “Change of Control Offer”) to each Holder holder of the Notes to repurchase any and all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holdersuch holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but not includingexcluding, the date of repurchaserepurchase (the “Change of Control Payment”). Within 30 days following a any Change of Control Repurchase Event Event, or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer will give, Company shall mail or shall cause to be given, a electronically deliver notice to each Holder, the Holders of the Notes (with a copy to the Trustee), describing which shall (A) describe the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering ; (B) offer to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or electronically delivered (the “Change of Control Payment Date”); (C) state the instructions, disclosing as determined by the Company, that any Note not tendered for a Holder must follow in order to have its Notes repurchased; and (D) state that the offer to repurchase will continue to accrue interest, and specifying is conditioned on the procedures for tendering Notes. The notice shallChange of Control Repurchase Event, if given mailed or electronically delivered prior to the date of consummation of the Change of Control. Notwithstanding the foregoing, state installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture. (ii) On the Change of Control Payment Date, the Company shall, to the extent lawful: (A) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (B) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (C) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of each series of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. (iii) Notwithstanding the foregoing, the Company will not be required to make an offer to purchase is conditioned on repurchase the Notes upon a Change of Control Repurchase Event, if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. (iv) If Holders of not less than 95% in aggregate principal amount of the applicable series of Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes upon a Change of Control Repurchase Event occurring on and the Company, or any third party making an offer to purchase the Notes upon a Change of Control Repurchase Event in lieu of the Company pursuant to Section 1.04 purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes of that series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the payment date specified of redemption. (v) The Company shall comply in the notice. The Issuer must comply all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the Notesthis Section 1.04, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 1.04 by virtue of any such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 paragraph 5 of the Original IndentureNotes, the Issuer Company will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchaseRepurchase Date (defined below). Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the a Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, a notice to each HolderHolder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (b) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. or (c) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii2) deposit with the Trustee or with such Paying Agent as the Trustee may designate an amount equal to the aggregate purchase price in respect of Repurchase Price for all Notes or portions of Notes properly tendered; and and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase Offer have been complied with. (d) The Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, to each Holder of Notes Notes, or portions of Notes, properly tendered the purchase price Repurchase Price for the Notes deposited by the Issuer. The Issuer will executesuch Notes, or portions of Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered, as applicable; provided that each new Note will be in a principal amount of equal to $2,000 or an integral multiple of $1,000. 1,000 in excess thereof. (e) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of the Notes will have the right to require the Issuer to repurchase all or any part (equal to or in excess of $2,000 200,000 and in integral multiples of $1,000 in excess thereofthereof in the case of Notes that have denominations larger than $200,000) of that Holder’s Notes at pursuant to an offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a repurchase price payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of each of the Notes repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased thereon, to, but not includingexcluding, the date of repurchasepurchase. Within 30 60 days following a any Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of ControlEvent, the Issuer will give, or shall cause to be given, mail a notice to each Holder, with a copy to Holder and the Trustee, Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on a date (the payment date “Change of Control Payment Date”) specified in the such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, disclosing that any Note not tendered for repurchase will continue pursuant to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified required by this Indenture and described in the such notice. The Issuer must will comply with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (to the “Exchange Act”), extent applicable and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.19 by virtue of such conflict. . (b) On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredwill, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the relevant Paying Agent an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, so accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased. purchased by the Issuer. (c) The Paying Agent will promptly distribute mail to each Holder of Notes properly so tendered the purchase price Change of Control Payment for the such Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will Trustee or the relevant Registrar will, upon receipt of an Issuer Order, promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any the Notes surrendered surrendered, if any; provided that each such new Note will be in a principal amount of $200,000 or an integral multiple of $1,000. 1,000 in excess thereof. (d) In the case of Definitive Notes, if the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Amounts, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Additional Amounts will be payable to Holders who tender pursuant to the Change of Control Offer; in the case of Global Notes, the Issuer will pay accrued and unpaid interest to the Change of Control Payment Date to the Holder on such date. (e) The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date; provided, that if and for so long as the Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will give notice with respect to the results of the Change of Control Offer to the Companies Announcement Office of Euronext Dublin. (f) This Section 4.19 will be applicable regardless of whether any other provisions of this Indenture are applicable. (g) The Issuer will not be required to make an offer a Change of Control Offer with respect to repurchase the Notes upon following a Change of Control Repurchase Event if (i) an Affiliate of the Issuer or a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer this Section 4.19 applicable to a Change of Control Offer made by the Issuer and such third party purchases all Notes properly validly tendered and not withdrawn under its offersuch Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to this Indenture as described in Section 3.4 unless and until there is a default in the payment of the applicable redemption price, plus accrued and unpaid interest to the proposed redemption date. As used Notwithstanding the foregoing, a Change of Control Offer may be made in this Section 2.9advance of a Change of Control Repurchase Event, conditional upon the Change of Control, so long as a definitive agreement has been executed that contains terms set forth below shall have and provisions that would otherwise result in a Change of Control upon completion of the following respective meanings:transactions contemplated thereby.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its provided notice of the redemption of the Bonds pursuant to Section 3.03, each holder of Notes will have the right to redeem require the Notes as described above Issuer to purchase some or has defeased the all (in principal amounts of $25 or an integral multiple of $25) of such Holder’s Notes pursuant to Section 10.1 the offer described below (the “Change of the Original Indenture, the Issuer Control Offer”). (b) Any Change of Control Offer will be required to make an irrevocable include a cash offer to each Holder price of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101[—]% of the aggregate principal amount of any Notes repurchased purchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, interest to the date of repurchasepurchase (the “Change of Control Payment”). Within If a Change of Control Offer is required, within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of ControlEvent, the Issuer will give, or shall cause to be given, deliver a notice in a manner provided herein to each Holder, Holder (with a copy to the Trustee, ) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on a specified date (the payment date specified in the notice, which date “Change of Control Payment Date”). The Change of Control Payment Date will be no earlier than 30 days and no later than 60 days from the date such the notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of mailed. (c) On the Change of ControlControl Payment Date, state that the offer Issuer will, to purchase is conditioned on a the extent lawful: (1) accept for payment all Notes properly tendered and not withdrawn pursuant to the Change of Control Repurchase Event occurring on or prior Offer; (2) deposit the Change of Control Payment with the paying agent in respect of all Notes so accepted; and (3) deliver to the payment date specified Trustee the Notes accepted and an Officer’s Certificate stating the aggregate principal amount of all Notes purchased by the Issuer. (d) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Note in principal amount equal to any unpurchased portion of the notice. Notes surrendered. (e) The Issuer must will comply with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a to any Change of Control Repurchase EventOffer. To the extent that If the provisions of any of the applicable securities laws or securities regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.06, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes covenant described above by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: that compliance. (if) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and such third party purchases all Notes properly validly tendered and not withdrawn under its offersuch Change of Control Offer or if notice of redemption has been given pursuant to Section 5 of the Notes. As used Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in this Section 2.9advance of a Change of Control Repurchase Event, subject to one or more conditions precedent, including, but not limited to, the terms set forth below shall have consummation of such Change of Control, if a definitive agreement is in place for the following respective meanings:transaction that will give rise to a Change of Control Repurchase Event at the time the Offer to Purchase is made.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer has Company shall have exercised its right to redeem the 2017 Notes and 2022 Notes in full, as described above set forth in Section 1.3 of this First Supplemental Indenture or has the Company shall have defeased the Notes pursuant to Section 10.1 or have satisfied and discharged the Notes, as set forth in Article XI of the Original Base Indenture, the Issuer will be required to make an irrevocable offer to each Holder of the 2017 Notes and 2022 Notes shall have the right (a “Change of Control Right”) to require the Company to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that such Holder’s 2017 Notes and 2022 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2017 Notes and 2022 Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 2017 Notes and 2022 Notes to be repurchased up to, but not includingexcluding, the date of repurchaserepurchase (the “Change of Control Payment”). Within 30 days following a any Change of Control Repurchase Event orEvent, or at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control or event that may constitute the Change of Control, the Issuer will give, or Company shall cause to be given, deliver a notice (a “Change of Control Notice”) to each HolderHolder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering Event and the Company’s obligation to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying delivered (the procedures for tendering Notes“Change of Control Payment Date”). The notice Change of Control Notice shall, if given delivered prior to the date of the consummation of the Change of Control, state that the offer Company’s obligation to purchase repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date Change of Control Payment Date. Holders of Definitive Securities electing to have a Note repurchased pursuant to this Section 1.4 will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or Holders of Global Securities must transfer their Notes to the paying agent by book-entry transfer pursuant to the Applicable Procedures of the paying agent, prior to the close of business on the Business Day prior to the Change of Control Payment Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Notice; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company. (c) The Issuer must Company will not be obligated to repurchase the Notes pursuant to this Section 1.4 if a third party agrees to repurchase the Notes in the manner, at the times required and otherwise in compliance with the requirements for the Company under this Indenture, and such third party repurchases all Notes properly tendered and not withdrawn by the Holders. (d) The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 1.4, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 1.4 by virtue of any such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right previously or concurrently mailed or electronically delivered a redemption notice with respect to redeem all of the outstanding Notes as described above in Section 3.1 or has defeased Article VIII hereof, each Holder will have the Notes pursuant right to Section 10.1 of the Original Indenture, require the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes at pursuant to a repurchase price Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased repurchased, to, but not including, excluding the date of repurchasepurchase, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date. Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of ControlEvent, the Issuer will give, mail or shall cause to be given, electronically deliver in accordance with the procedures of DTC a notice to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering and stating: (1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.8 and that all Notes on properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the purchase price and the payment date specified in the noticedate, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing mailed (the “Change of Control Payment Date”); (3) that any Note not properly tendered for repurchase will remain outstanding and will continue to accrue interest; (4) that, and specifying unless the procedures for tendering Notes. The notice shall, if given prior to Issuer defaults in the date of consummation payment of the Change of ControlControl Payment, state all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the offer Notes, with the form entitled “Option of Holder to purchase is conditioned Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on a the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control Repurchase Event occurring on notice, a facsimile transmission or prior letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the payment date specified unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (8) the noticeother instructions, as determined by the Issuer, consistent with this Section 4.8, that a Holder must follow. The Issuer must will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:Control

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has Company have exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indentureabove, the Issuer Company will be required to make an irrevocable offer to each Holder holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in or an integral multiples multiple of $1,000 in excess thereof) of that Holderholder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s its option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer Company will give, or shall cause to be given, mail a notice to each Holderholder, with a copy to the Trusteetrustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; its offer; (ii2) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee trustee the Notes properly accepted, together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Notes being purchasedpurchased by us. The Paying Agent paying agent will promptly distribute mail to each Holder holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note note will be in a principal amount of $2,000 or an integral multiple of $1,0001,000 in excess thereof. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, 101 of the terms set forth below shall have Indenture is hereby amended and supplemented by adding the following respective meaningsdefinitions:

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Securities of this Series, unless the Issuer has Company shall have exercised its right option pursuant to Section (5) hereof to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 Securities of the Original Indenturethis Series, the Issuer will be required to make an irrevocable offer to each Holder of Notes the Securities of this Series shall have the right to require the Company to repurchase all or any part (equal to or in excess a minimum amount of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes Securities of such Series at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes the Securities to be repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased such Securities to, but not includingexcluding, the date of repurchaserepurchase date. Within 30 days following a any Change of Control Repurchase Event with respect to the Securities of this Series or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control or event that may constitute the Change of Control, the Issuer will give, or Company shall cause to be given, deliver a notice (the “Change of Control Notice”) to each HolderHolder of the Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering (the “Change of Control Offer”) to repurchase Notes such Securities on the payment repurchase date specified in the noticenotice at the option of the Holders, which date will (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesdelivered. The notice Change of Control Notice shall, if given delivered prior to the date of consummation of the Change of Control, state that the offer Company’s obligation to purchase repurchase the Securities is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment date specified all the Securities or portions of the Securities properly tendered pursuant to the Change of Control Notice; (ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Securities or portions of the Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of the Securities being repurchased by the Company. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of this Series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) of the Second Supplemental Indenture, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of this Series that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date). The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the any repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section (6), the Issuer will Company shall comply with the applicable those securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section (6) by virtue of such conflict. On thereof; provided that the repurchase date following a Change of Control Repurchase Event, Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the Issuer will be required, time and in the manner specified in this Section (6) to the extent lawful, to: (i) accept for payment all Notes permitted by such securities laws or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:regulations.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer at such time has exercised its given notice of redemption pursuant to Article Four or Eleven with respect to all the Outstanding Notes and all conditions to such redemption have been either satisfied or waived, each Holder will have the right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, require the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (in a principal amount equal to or in excess of $2,000 and in or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer to repurchase on the terms described below (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a repurchase price in cash (the “Change of Control Payment”) equal to 101101.00% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, including the date of repurchasepurchase, subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Payment Date. Within 30 days following a any Change of Control Repurchase Event orEvent, unless the Issuer at the Issuer’s option, prior such time has given notice of redemption pursuant to a Change of Control (as defined below), but in either case, after the public announcement Article Four or Eleven with respect to all of the Change of ControlOutstanding Notes, the Issuer will give, mail by first class mail or shall cause to be given, a notice to each Holderovernight mail, with a copy to the TrusteeTrustee sent in the same manner, to each Holder (such mailing to be sent to the address of such Holder appearing in the Note Register or otherwise delivered in accordance with the procedures of the Depository) and to the Trustee describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, and offering to repurchase Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interestmailed or otherwise sent (the “Change of Control Payment Date”), and specifying such notice shall include the procedures for tendering Notes. The notice shallfollowing information: (1) that, if given prior to unless the date of consummation Issuer defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the offer Change of Control Offer shall cease to purchase accrue interest on the Change of Control Payment Date; (2) if such notice is conditioned on delivered prior to the occurrence of a Change of Control Repurchase Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Repurchase Event occurring on or prior to the payment date specified and if applicable, shall state that, in the notice. Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control Repurchase Event shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (3) the other instructions, as determined by the Issuer, consistent with this Section 1013, that a Holder must follow. (b) The Issuer must shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 1013, the Issuer will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 1013 by virtue of such compliance, and the obligations of the Issuer under foregoing procedures will be deemed modified as necessary to permit such compliance. (c) On the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredshall, to the extent lawful, to: , (i1) accept for payment all Notes or portions of Notes (in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer; , (ii2) deposit with the Paying Agent an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes or portions of Notes properly tendered; tendered and not withdrawn and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly accepted, accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The purchased by the Issuer. (d) In the event that the Issuer makes a Change of Control Payment, the Paying Agent will shall promptly distribute mail or deliver to each Holder of Notes properly tendered and not withdrawn the purchase price Change of Control Payment for the Notes deposited by the Issuer. The Issuer will executesuch Notes, and the Authenticating Agent will Trustee shall promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any the Notes surrendered surrendered, if any; provided that each such new Note will shall be in a principal amount of equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof. The Issuer will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) The Issuer shall not be required to make an offer to repurchase the Notes upon a Change of Control Offer following a Change of Control Repurchase Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and such third party purchases all such Notes properly tendered and not withdrawn under its offersuch Change of Control Offer, or (2) a notice of redemption has been given pursuant to Article Four or Article Eleven at any time prior to 30 days following any Change of Control Repurchase Event, unless and until there is a Default in the payment of the applicable redemption price. As used Notwithstanding anything else herein, a Change of Control Offer may be made in this Section 2.9advance of a Change of Control Repurchase Event, conditioned upon the terms set forth below shall have consummation of such Change of Control, if a definitive agreement is in place for the following respective meanings:Change of Control at the time of the making of such Change of Control Offer.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has Company shall have exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenturein full, the Issuer will be required to Company shall make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereofprincipal amount) of that Holder’s Notes at a repurchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company shall comply with the requirements of Rule 14e-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 1301, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 1301 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Issuer will be requiredCompany will, to the extent lawful, to: : (ia) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; its offer; (iib) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iiic) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will promptly distribute remit to each Holder holder of Notes properly tendered the purchase price for the Notes from amounts deposited with it by the Issuer. The Issuer will executeCompany, and upon receipt of a Company Order, the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,0001,000 in excess thereof. If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company set forth above and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.”

Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event (as defined below) occursEvent, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes all Securities have been called for redemption pursuant to Section 10.1 of the Original Indenture3.08, the Issuer will Company shall be required to make an irrevocable offer (a “Change of Control Offer”) to each Holder of Notes the Securities to repurchase all or any part (equal to or in excess denominations of $US$2,000 and in integral multiples of $US$1,000 in excess thereof) of that such Holder’s Notes Securities at a repurchase price in cash equal to 101% the Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Control Payment. (b) Within 30 45 days following a any Change of Control Repurchase Event Event, or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will giveCompany shall send, or shall cause to be givensent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each HolderHolder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event offering to repurchase Notes the Securities on the payment date Change of Control Payment Date specified in such notice and specifying: (1) if applicable, that a Change of Control has occurred and that such Holder has the noticeright to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities tendered will be accepted for payment; (2) the circumstances and relevant facts regarding such Change of Control; (3) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased; (4) the Change of Control Payment and the repurchase date, which date will shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is givensent, disclosing other than as may be required by law (the “Change of Control Payment Date”); (5) the CUSIP number for the Securities; (6) that any Note Security not tendered for repurchase will continue to accrue interest; (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the first Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and specifying a statement that such Holder is withdrawing his election to have the procedures for tendering Notes. The Securities purchased; (10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to US$2,000 in principal amount or an integral multiple of US$1,000 in excess thereof; and (11) if such notice shall, if given is sent prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in Change of Control Payment Date. (c) The Company shall cause the noticeChange of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.02, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.02 by virtue of such conflict. . (d) On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes Securities or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Trustee or the Paying Agent Agent, as applicable, an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes Securities or portions of Notes Securities properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee or the Notes properly acceptedPaying Agent, as applicable, the Securities so accepted by the Company, for cancellation, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes Securities or portions of Securities being purchased. purchased by the Company. (e) The Trustee or the Paying Agent Agent, as applicable, will promptly distribute mail to each Holder of Notes Securities properly tendered the purchase price Change of Control Payment for the Notes deposited by the Issuer. The Issuer will executesuch Securities, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Security equal in principal amount to any unpurchased portion of any Notes surrendered provided Securities surrendered; provided, that each new Note Security will be in a minimum principal amount of an US$2,000 and integral multiple multiples of $1,000. US$1,000 in excess thereof. (f) The Issuer will Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.02 applicable to a Change of Control Offer made by the Issuer Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer. As used such Change of Control Offer. (g) In the event that Holders of not less than 90% of the aggregate principal amount of the Outstanding Securities accept the Change of Control Offer upon a Change of Control Repurchase Event and the Company purchases all of the Securities held by such Holders, the Company shall have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Securities that remain Outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Securities redeemed plus any accrued and unpaid interest on the Securities redeemed to, but not including, the date of redemption. (h) The provisions set forth in this Section 2.9, 4.02 may be waived or modified with the terms set forth below shall have written consent of the following respective meanings:Holders of a majority in principal amount of the Securities.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has Company shall have exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenturein full, the Issuer will be required to Company shall make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereofprincipal amount) of that Holder’s Notes at a repurchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company shall comply with the requirements of Rule 14e-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 13.01, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 13.01 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Issuer will be requiredCompany will, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) with respect to the Notes occurs, unless except to the Issuer extent the Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 the redemption terms of the Original IndentureNotes, the Issuer Company will be required to make an irrevocable offer to each Holder of the Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 €100,000 and in integral multiples of $€1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchase. Repurchase Date (as defined below). (b) Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, or otherwise deliver in accordance with the procedures of the applicable clearing system, a notice to each HolderHolder of the Notes, with a copy to the TrusteeTrustee and the Paying Agent, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date, the “Repurchase Date”), which date Repurchase Date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed, disclosing that any Note not tendered for repurchase will continue pursuant to accrue interest, and specifying the procedures for tendering Notesdescribed in such notice. The notice shall, if given mailed or delivered prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (c) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. . (d) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of Repurchase Price for all Notes or portions of Notes properly tendered; and ; (iii) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly acceptedaccepted for payment by the Company, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The repurchased by the Company pursuant to the Repurchase Offer; and (iv) deliver, or cause to be delivered, to the Trustee, for authentication by the Trustee, any new Notes required to be issued pursuant to Section 4.02(e) below, duly executed by the Company. (e) Upon receipt by the Trustee from the Company of a notice setting forth the Repurchase Price and the Notes properly tendered and accepted for payment, the Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, or otherwise deliver in accordance with the procedures of the applicable clearing system, to each Holder of Notes Notes, or portions of the Notes, properly tendered and accepted for payment by the purchase price Company the Repurchase Price for the Notes deposited by or portions of the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each such Holder a new note Note, as applicable, duly executed by the Company equal in principal amount to any unpurchased unrepurchased portion of any the Notes surrendered surrendered, as applicable; provided that each new Note will be in a principal amount equal to €100,000 or integral multiples of an integral multiple of $1,000. €1,000 in excess thereof. (f) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, . (g) The Company and the terms set forth below shall Guarantors acknowledge that the Company may not have the following respective meanings:sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Event.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 paragraph 5 of the Original IndentureNotes, the Issuer Company will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, the date of repurchaseRepurchase Date (defined below). Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the a Change of Control, the Issuer Company will givemail, or shall cause to be givenmailed, a notice to each HolderHolder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the noticenotice (such offer the “Repurchase Offer” and such date the “Repurchase Date”), which date Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Repurchase Date. (a) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. . (b) On the repurchase date Repurchase Date following a Change of Control Repurchase Event, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Repurchase Offer; ; (ii2) deposit with the Trustee, or with such Paying Agent as the Trustee may designate, an amount equal to the aggregate purchase price in respect of Repurchase Price for all Notes or portions of Notes properly tendered; and and (iii3) deliver deliver, or cause to be delivered delivered, to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of Notes pursuant to the Repurchase Offer have been complied with. (c) The Trustee will promptly mail, or cause the Paying Agent will to promptly distribute mail, to each Holder of Notes Notes, or portions of Notes, properly tendered the purchase price Repurchase Price for the Notes deposited by the Issuer. The Issuer will executesuch Notes, or portions of Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered, as applicable; provided that each new Note will be in a principal amount of equal to $2,000 or an integral multiple of $1,000. 1,000 in excess thereof. (d) The Issuer Company will not be required to make an offer to repurchase the Notes a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer Company has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to in Section 10.1 of the Original Indenture3.01, the Issuer Company will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased plus accrued and unpaid interest, if any, on the Notes repurchased accrued thereon to, but not includingexcluding, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the transaction or transactions that constitute or may constitute a Change of Control, the Issuer Company will givedeliver or mail (or in the case of Global Notes, or shall cause to be given, transmit in accordance with the procedures of the clearing agencies) a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is giventransmitted (or, disclosing that any Note not tendered for repurchase will continue in the case of a notice provided prior to accrue interestthe consummation of Change of Control, no later than 60 days from the date of the related Change of Control Repurchase Event), other than as may be required by law, pursuant to procedures required by such Notes and specifying the procedures for tendering Notesdescribed in such notice. The notice shall, if given transmitted prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Supplemental Indenture, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Supplemental Indenture by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date for the Notes, the Issuer will be requiredCompany will, to the extent lawful, to: (i) ● accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control OfferCompany’s offer; (ii) ● deposit with the Paying Agent Trustee an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tenderedtendered to the Company’s offer; and (iii) ● deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent Trustee will promptly distribute transmit to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executesuch Notes, and the Authenticating Agent Trustee will promptly authenticate and deliver or mail (or cause to be transferred by book-entry) to each such Holder a new note Note equal in principal amount to any unpurchased portion of any such Notes surrendered surrendered; provided that each new Note will be in a principal amount of equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offeroffer or (ii) notice of redemption of all outstanding Notes has been given pursuant to this Indenture unless and until there is a default in the payment of the applicable redemption price. As used in this Section 2.9In the event that such third party terminates or defaults on its offer or the Company rescinds its notice of redemption, the terms set forth below shall Company will be required to make a Change of Control offer treating the date of such termination or default as though it were the date of the Change of Control Repurchase Event. In addition, the Company will not purchase any Notes if there has occurred and is continuing on the Change of Control payment date an Event of Default under this Indenture, other than a default in the payment of the Change of Control payment. In the event that Holders of not less than 90% of the principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control offer and the Company purchases, or any third party making a Change of Control offer as described above, all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, on not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following respective meanings:the purchase pursuant to the Change of Control offer, to redeem all of the Notes that remain outstanding following such purchase at the purchase price specified in the Change of Control offer plus, to the extent not included in the purchase price specified in the Change of Control offer, accrued and unpaid interest thereon, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date falling on or prior to the redemption date).

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer Company will be required to make an irrevocable offer to each Holder of the Notes to repurchase all or any part (equal to U.S.$2,000 or in excess an integral multiple of $2,000 and in integral multiples of $1,000 U.S.$1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased and any Additional Amounts to, but not includingexcluding, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, a notice mail to each HolderHolder of the Notes, with a copy to the Trustee, a notice: (i) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, ; (ii) offering to repurchase Notes on the Notes; (iii) setting forth the payment date specified in for the noticerepurchase of the Notes, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, mailed; (iv) if given mailed prior to the date of consummation of the Change of Control, state stating that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. ; (v) stating that any Note not tendered will continue to accrue interest; (vi) stating that, unless the Company defaults in the payment of the repurchase price, all Notes accepted for payment pursuant to the repurchase offer will cease to accrue interest after the payment date specified in the notice; and (vii) specifying the procedure for tendering Notes. (b) The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.04, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Indenture by virtue of such conflict. . (c) On the repurchase date following a Change of Control Repurchase EventEvent (the “Change of Control Payment Date”), the Issuer will be requiredCompany will, to the extent lawful, to: : (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; Company’s offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes being purchased. purchased by the Company. (d) The Paying Agent will promptly distribute mail to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a principal amount minimum denominations of an U.S.$2,000 and integral multiple multiples of $1,000. U.S.$1,000 in excess thereof. (e) The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company set forth in this Indenture and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this offer or (ii) notice of redemption for all outstanding Notes has been given pursuant to Section 2.9, the terms set forth below shall have the following respective meanings:3.06 hereof.

Change of Control Repurchase Event. (i) If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer has Company shall have exercised its right option to redeem the Notes in full, as described above set forth in Section 1.03 of this Second Supplemental Indenture, or has the Company shall have defeased the Notes pursuant to Section 10.1 or have satisfied and discharged the Notes, as set forth in Article XI of the Original Base Indenture, the Issuer will be required to Company shall make an irrevocable offer (the “Change of Control Offer”) to each Holder holder of the Notes to repurchase any and all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holdersuch holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but not includingexcluding, the date of repurchaserepurchase (the “Change of Control Payment”). Within 30 days following a any Change of Control Repurchase Event Event, or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the such Change of Control, the Issuer will give, Company shall mail or shall cause to be given, a electronically deliver notice to each Holder, the Holders of the Notes (with a copy to the Trustee), describing which shall (A) describe the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering ; (B) offer to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenmailed or electronically delivered (the “Change of Control Payment Date”); (C) state the instructions, disclosing as determined by the Company, that any Note not tendered for a Holder must follow in order to have its Notes repurchased; and (D) state that the offer to repurchase will continue to accrue interest, and specifying is conditioned on the procedures for tendering Notes. The notice shallChange of Control Repurchase Event, if given mailed or electronically delivered prior to the date of consummation of the Change of Control. Notwithstanding the foregoing, state installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture. (ii) On the Change of Control Payment Date, the Company shall, to the extent lawful: (A) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (B) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (C) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of such Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (3) that the Change of Control Offer has been made in compliance with the Indenture. (iii) Notwithstanding the foregoing, the Company will not be required to make an offer to purchase is conditioned on repurchase the Notes upon a Change of Control Repurchase Event, if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. (iv) If Holders of not less than 95% in aggregate principal amount of the applicable series of Outstanding Notes validly tender and do not withdraw such Notes in an offer to repurchase the Notes upon a Change of Control Repurchase Event occurring on and the Company, or any third party making an offer to purchase the Notes upon a Change of Control Repurchase Event in lieu of the Company pursuant to Section 1.04 purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes of that series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the payment date specified of redemption. (v) The Company shall comply in the notice. The Issuer must comply all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event Offer provisions of the Notesthis Section 1.04, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 1.04 by virtue of any such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event (as defined below) occursEvent, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes all Securities have been called for redemption pursuant to Section 10.1 of the Original Indenture3.08 or 3.09, the Issuer will Company shall be required to make an irrevocable offer (a “Change of Control Offer”) to each Holder of Notes the Securities to repurchase all or any part (equal to or in excess denominations of a minimum principal amount of $2,000 and in integral multiples of $1,000 in excess thereof) of that such Holder’s Notes Securities at a repurchase price in cash equal to 101% the Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Control Payment. (b) Within 30 45 days following a any Change of Control Repurchase Event Event, or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will giveCompany shall send, or shall cause to be givensent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each HolderHolder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event offering to repurchase Notes the Securities on the payment date Change of Control Payment Date specified in such notice and specifying: (1) if applicable, that a Change of Control has occurred and that such Holder has the noticeright to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities timely tendered will be accepted for payment; (2) the circumstances and relevant facts regarding such Change of Control; (3) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased; (4) the Change of Control Payment and the repurchase date, which date will shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is givensent, disclosing other than as may be required by law (the “Change of Control Payment Date”); (5) the CUSIP number for the Securities; (6) that any Note Security not tendered for repurchase will continue to accrue interest; ​ ​ (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date; (9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and specifying a statement that such Xxxxxx is withdrawing his election to have the procedures for tendering Notes. The Securities purchased; (10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (11) if such notice shall, if given is sent prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in Change of Control Payment Date. (c) The Company shall cause the noticeChange of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.02, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.02 by virtue of such conflict. . (d) On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes Securities or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Trustee or the Paying Agent Agent, as applicable, an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes Securities or portions of Notes Securities properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee or the Notes properly acceptedPaying Agent, as applicable, the Securities so accepted by the Company, for cancellation, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes Securities or portions of Securities being purchased. purchased by the Company. (e) The Trustee or the Paying Agent Agent, as applicable, will promptly distribute send to each Holder of Notes Securities properly tendered the purchase price Change of Control Payment for the Notes deposited by the Issuer. The Issuer will executesuch Securities, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Security equal in principal amount to any unpurchased portion of any Notes surrendered provided Securities surrendered; provided, that each ​ ​ ​ new Note Security will be in a minimum principal amount of an $2,000 and integral multiple multiples of $1,000. 1,000 in excess thereof. (f) The Issuer will Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.02 applicable to a Change of Control Offer made by the Issuer Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer. As used such Change of Control Offer. (g) The provisions set forth in this Section 2.9, 4.02 may be waived or modified with the terms set forth below shall have written consent of the following respective meanings:Holders of a majority in principal amount of the Securities.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Securities of this Series, unless the Issuer has Company shall have exercised its right option pursuant to Section (5) hereof to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 Securities of the Original Indenturethis Series, the Issuer will be required to make an irrevocable offer to each Holder of Notes the Securities of this Series shall have the right to require the Company to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes Securities of such Series at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes the Securities to be repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased such Securities to, but not includingexcluding, the date of repurchaserepurchase date. Within 30 days following a any Change of Control Repurchase Event with respect to the Securities of this Series or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control or event that may constitute the Change of Control, the Issuer will give, or Company shall cause to be given, deliver a notice (the “Change of Control Notice”) to each HolderHolder of the Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering (the “Change of Control Offer”) to repurchase Notes such Securities on the payment repurchase date specified in the noticenotice at the option of the Holders, which date will (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesdelivered. The notice Change of Control Notice shall, if given delivered prior to the date of consummation of the Change of Control, state that the offer Company’s obligation to purchase repurchase the Securities is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment date specified all the Securities or portions of the Securities properly tendered pursuant to the Change of Control Notice; (ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Securities or portions of the Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of the Securities being repurchased by the Company. If Holders of not less than 95% in aggregate principal amount of the outstanding Securities of this Series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) of the First Supplemental Indenture, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of this Series that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date). The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the any repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section (6), the Issuer will Company shall comply with the applicable those securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section (6) by virtue of such conflict. On thereof; provided that the repurchase date following a Change of Control Repurchase Event, Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the Issuer will be required, time and in the manner specified in this Section (6) to the extent lawful, to: (i) accept for payment all Notes permitted by such securities laws or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:regulations.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has Company shall have exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenturein full, the Issuer will be required to Company shall make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereofprincipal amount) of that Holder’s Notes at a repurchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not includingexcluding, the date of repurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will give, or Company shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, Holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must Company shall comply with the requirements of Rule 14e-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 1301, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 1301 by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Issuer will be requiredCompany will, to the extent lawful, to: : (ia) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; its offer; (iib) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iiic) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will promptly distribute remit to each Holder holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and upon receipt of a Company Order, the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,0001,000 in excess thereof. If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.”

Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event (as defined below) occurswith respect to the Securities, unless the Issuer Company has previously or concurrently exercised its right to redeem all of the Notes as described above or has defeased the Notes Securities pursuant to Section 10.1 of the Original Indenture3.08 or Section 3.09, the Issuer will be required to make an irrevocable offer to each Holder of Notes Securities will have the right, except as provided below, to require that the Company repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in or an integral multiples multiple of $1,000 in excess thereof) of that Holder’s Notes at Securities for a repurchase cash price in cash equal to 101101.0% of the aggregate principal amount of Notes repurchased the Securities to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase (the “Change of Control Payment”). (b) Not later than 30 days following any Change of Control Repurchase Event, the Company shall deliver, or cause to be delivered, to the Holders of record of the Securities, with a copy to the Trustee, a notice: (1) describing the transaction or transactions that constitute the Change of Control Repurchase Event; (2) offering to repurchase, pursuant to the procedures required by this Indenture and described in the notice (a “Change of Control Offer”), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Securities that are properly tendered by such Holder pursuant to such Change of Control Offer prior to 5:00 p.m. New York time on the second Business Day preceding the Change of Control Payment Date; and (3) describing the procedures, as determined by the Company, consistent with this Indenture, that Holders of record of the Securities must follow to accept the Change of Control Offer. (c) On or before the Change of Control Payment Date, the Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Securities or portions of Securities properly tendered. (d) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Securities or portions of Securities (in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company. (e) The Paying Agent will promptly deliver to each Holder who has so tendered Securities the Change of Control Payment for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities so tendered, if any; provided that each such new Security will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. (f) If the Change of Control Payment Date is on or after a regular record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Security is registered at the close of business on such record date. (g) A Change of Control Offer will be required to remain open for at least 20 Business Days or for such longer period as is required by law. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase. (h) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities properly tendered and not withdrawn under such Change of Control Offer (an “Alternate Offer”) or (ii) the Company has given notice of the redemption of all of the Securities then Outstanding pursuant to Section 3.08 or 3.09, unless and until there is a Default in the payment of the applicable redemption price. (i) In the event that 90% or more of the aggregate principal amount of the Outstanding Securities are purchased pursuant to a Change of Control Offer or pursuant to an Alternate Offer, the Company shall have the right, upon not less than 15 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer, to redeem all of the Securities that remain Outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in such payment, accrued and unpaid interest, if any, on the Notes repurchased toSecurities that remain Outstanding, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation redemption (subject to the right of Holders on the Change of Control, state relevant record date to receive interest due on an interest payment date that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified redemption date). (j) The Company shall comply with all applicable securities legislation in the notice. The Issuer must comply with United States, including, without limitation, the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities applicable laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of Securities pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.02, the Issuer will Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.02 by virtue of such conflict. On compliance. (k) Notwithstanding anything to the repurchase date following contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon such Change of Control Repurchase Event, if a definitive agreement is in place for the Issuer will be required, to Change of Control at the extent lawful, to: (i) accept for payment all Notes or portions time of Notes properly tendered pursuant to making of the Change of Control Offer; . (iil) deposit The provisions set forth in this Section 4.02 may be waived, modified or terminated with the Paying Agent an amount equal to written consent of the aggregate purchase price Holders of a majority in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:Outstanding Securities.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has previously exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture3.01, the Issuer Company will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess amounts of $2,000 and or in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, to the date of repurchasepurchase. Within 30 days following a any Change of Control Repurchase Event or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer Company will give, or shall cause to be given, mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesmailed. The notice shall, if given mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Such notice shall state: (a) that an offer is being made pursuant to this Section 4.04 and that all Notes tendered and not withdrawn will be accepted for payment; (b) the purchase price (including the amount of accrued interest) and the payment date; (c) that any Note not tendered will continue to accrue interest; (d) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the offer being made pursuant to this Section 4.04 shall cease to accrue interest after the payment date stated in such notice; (e) that Holders electing to have a Note purchased pursuant the offer being made pursuant to this Section 4.04 will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to payment date stated in such notice; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the payment date stated in such notice, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (g) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered. The Issuer must Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder under the Exchange Act to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesherein, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes herein by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventEvent payment date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; Company’s offer; (ii2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchasedpurchased by the Company. The Paying Agent will promptly distribute mail to each Holder of Notes properly tendered Notes the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,0001,000 in excess thereof. The Issuer Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Securities, unless the Issuer has Company shall have exercised its right option pursuant to Section (5) hereof to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original IndentureSecurities, the Issuer will be required to make an irrevocable offer to each Holder of Notes the Securities shall have the right to require the Company to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes the Securities to be repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased such Securities to, but not includingexcluding, the date of repurchaserepurchase date. Within 30 days following a any Change of Control Repurchase Event with respect to the Securities or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control or event that may constitute the Change of Control, the Issuer will give, or Company shall cause to be given, deliver a notice (the “Change of Control Notice”) to each HolderHolder of the Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering (the “Change of Control Offer”) to repurchase Notes such Securities on the payment repurchase date specified in the noticenotice at the option of the Holders, which date will (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesdelivered. The notice Change of Control Notice shall, if given delivered prior to the date of consummation of the Change of Control, state that the offer Company’s obligation to purchase repurchase the Securities is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all the Securities or portions of the Securities properly tendered pursuant to the Change of Control Notice; (ii) deposit with the Paying Agent or Tender Agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Securities or portions of the Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of the Securities being repurchased by the Company. If Holders of not less than 95% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) of the First Supplemental Indenture, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the redemption date specified in (subject to the noticeright of Holders of record on a Record Date to receive interest on the relevant interest payment date). The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the any repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section (6), the Issuer will Company shall comply with the applicable those securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section (6) by virtue of such conflict. On thereof; provided that the repurchase date following a Change of Control Repurchase Event, Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the Issuer will be required, time and in the manner specified in this Section (6) to the extent lawful, to: (i) accept for payment all Notes permitted by such securities laws or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:regulations.

Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event (as defined below) occurswith respect to the Notes, unless the Issuer Company has previously or concurrently exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 all of the Original Indenturethen Outstanding Notes, the Issuer will be required to make an irrevocable offer to each Holder of Notes will have the right, except as provided below, to require the Company to repurchase all or any part (equal to or in excess denominations of $2,000 of principal amount or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to, but not including, the date of repurchase (the “Change of Control Payment”). (b) Not later than 45 days following any Change of Control Repurchase Event, unless the Company has exercised its right to redeem all of the then Outstanding Notes, the Company will deliver, or cause to be delivered, to the Holders of record of the Notes, with a copy to the Trustee, a notice: (1) describing the transaction or transactions that constitute the Change of Control Repurchase Event; (2) offering to repurchase, pursuant to the procedures required by this Indenture and described in such notice (a “Change of Control Offer”), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Payment, all Notes that are properly tendered by such Holder pursuant to such Change of Control Offer prior to 5:00 p.m. New York time on the second Business Day preceding the Change of Control Payment Date; and (3) describing the procedures, as determined by the Company, consistent with this Indenture, that Holders of record of the Notes must follow to accept the Change of Control Offer. (c) On or before the Change of Control Payment Date, the Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of the Notes or portions of Notes properly tendered. (d) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (in denominations of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of that Holder’s Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes at a repurchase price in cash equal to 101% of so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes repurchased plus or portions of the Notes being purchased by the Company. (e) The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. (f) If the Change of Control Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, to, but not including, such date will be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such record date. (g) A Change of Control Offer will be required to remain open for at least 20 Business Days or for such longer period as is required by law. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase. (h) The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes repurchased properly tendered and not withdrawn under such Change of Control Offer or (ii) the Company has given notice of the redemption of all of the Notes then Outstanding as set forth under the caption “Notice of Redemption” in the Notes unless and until there is a default in the payment of the applicable Redemption Price. (i) If Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain Outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment, plus, to the extent not included in the Change of Control Payment price, accrued and unpaid interest, if any, to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control Redemption Date. (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer j) The Company will give, or shall cause to be given, a notice to each Holder, comply with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified all applicable securities regulation in the noticeUnited States, which date will be no earlier than 30 days and no later than 60 days from the date such notice is givenincluding, disclosing that any Note not tendered for repurchase will continue to accrue interestwithout limitation, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities applicable laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of pursuant to a Change of Control Repurchase EventOffer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 1011, the Issuer will Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 1011 by virtue of such conflict. On compliance. (k) Notwithstanding anything to the repurchase date following contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon such Change of Control Repurchase Event, if a definitive agreement is in place for the Issuer will be required, to Change of Control at the extent lawful, to: (i) accept for payment all Notes or portions time of Notes properly tendered pursuant to making of the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer Company has provided a notice of redemption in accordance with Section 3.8, or, in the case of the Fixed Rate Notes, the Company has exercised its right to redeem the Fixed Rate Notes as described above or has defeased the Notes pursuant to in full in accordance with Section 10.1 of the Original Indenture3.7, the Issuer will be required to Company shall make an irrevocable offer (subject to consummation of the Change of Control Repurchase Event) (a “Change of Control Offer”) to each Holder of Notes of each Series to repurchase all or or, at the election of such Holder, any part (equal to or in excess a principal amount of $2,000 and in or an integral multiples multiple of $1,000 in excess thereof) of that such Holder’s Notes for cash at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes to be repurchased plus accrued and unpaid interest, if any, on the Notes repurchased accrued thereon to, but not includingexcluding, the date of repurchaserepurchase date. Within 30 days following a Change of Control Repurchase Event orNotwithstanding the foregoing, at the Issuer’s option, Company shall pay any interest installment due on an Interest Payment Date which occurs on or prior to a Change of Control (as defined below), but in either case, after the public announcement repurchase date to the Holders of the Change Notes of Control, the Issuer will give, or applicable Series as of the close of business on the applicable record date immediately preceding such Interest Payment Date. (b) The Company shall cause to be given, send a notice to each HolderHolder of the applicable Series by first class mail, with a copy to the Trustee, describing within 30 days following the date upon which any Change of Control Repurchase Event has occurred, or at its option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice shall govern the terms of the Change of Control Offer and shall describe the transaction or transactions that constitute constitutes or may constitute the Change of Control Repurchase Event and shall irrevocably offer (subject to consummation of the Change of Control Repurchase Event, offering ) to repurchase all of such Notes on the payment repurchase date specified in the notice. Subject to the following sentence, which the repurchase date will shall be no earlier than at least 30 days and but no later more than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying sent (a “Change of Control Payment Date”). If the procedures for tendering Notes. The notice shall, if given is sent prior to the date of consummation of the Change of Control, the notice shall state that the offer to purchase Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment repurchase date specified in the notice. Holders electing to have their Notes purchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse completed, to the Paying Agent at the address specified in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Issuer must Paying Agent shall promptly send to each Holder of Notes properly tendered the repurchase price for such Notes, and the Trustee, upon the Company’s execution and delivery of the related Notes, shall promptly authenticate and send (or cause to be transferred by book-entry) to each Holder a new Note of the same Series equal in principal amount to any unrepurchased portion of any Notes properly tendered. (c) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all properly tendered Notes or portions of Notes of the applicable Series that have not been validly withdrawn; (ii) on or before 10:00 a.m. (New York City time) on such date, deposit with the Trustee or with the Paying Agent (other than the Company or an Affiliate of the Company) money sufficient to pay the required payment for all properly tendered Notes or portions of Notes of such Series that have not been validly withdrawn; and (iii) deliver or cause to be delivered to the Trustee the repurchased Notes of such Series, accompanied by an Officers’ Certificate stating the aggregate principal amount of repurchased Notes of such Series. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the repurchase price of all Notes to be repurchased. (d) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes of either Series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of this Indenture or the Notes, the Issuer will Company shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of this Section 4.6 or the Notes by virtue of any such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: . (ie) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will Company shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer of this Section 4.6 and such third party purchases all Notes properly tendered and not withdrawn by the Holders thereof under its offer. (f) If Notes tendered in a Change of Control Offer are paid or if the Company has deposited with the Trustee or the Paying Agent money sufficient to pay the repurchase price of all Notes to be repurchased, on and after the repurchase date, interest shall cease to accrue on the Notes or the portions of Notes tendered and not withdrawn in a Change of Control Offer (regardless of whether certificates for such Notes are actually surrendered). As used If any Note tendered in a Change of Control Offer shall not be so paid upon surrender for repurchase because of the failure of the Company to comply with paragraph (c) of this Section 2.94.6, interest shall be paid on the terms set forth below shall have unpaid principal from the following respective meanings:repurchase date until such principal is paid, and, to the extent lawful, on any interest not paid on such unpaid principal, in each case, at the rate provided in such Note.

Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original provided in this Indenture, the Issuer will be required to shall make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereofprincipal amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, interest on the Notes repurchased to, but not including, to the date of repurchasepurchase. Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s option, prior to a any Change of Control (as defined below)Control, but after a definitive agreement is in either case, after the public announcement of the place for a Change of Control, the Issuer will give, or shall cause to be given, deliver a notice to each Holder, with a copy and provide notice to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesdelivered. The notice shall, if given delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will shall comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. . (b) On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredwill, to the extent lawful, to: permitted by law, (i1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; Issuer’s offer; (ii2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. purchased by the Issuer. (c) The Paying Agent will shall promptly distribute deliver to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will executeNotes, and the Authenticating Agent Issuer will execute and direct the Trustee to promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note Note equal in principal amount to any unpurchased portion of any Notes surrendered surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. 1,000 in excess thereof. (d) The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used . (e) In addition, an offer to repurchase may be made in this Section 2.9advance of a Change of Control Repurchase Event, conditional upon such Change of Control Repurchase Event, if a definitive agreement is in place for a Change of Control at the terms set forth below shall have time of launching the following respective meanings:offer to repurchase.

Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occursoccurs with respect to the Notes, unless the Issuer has Company shall have exercised its right pursuant to Section 4.01 of the First Supplemental Indenture to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original IndentureNotes, the Issuer will be required to make an irrevocable offer to each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to or in excess minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest, if any, interest on the such Notes repurchased to, but not includingexcluding, the date of repurchaserepurchase date. Within 30 days following a any Change of Control Repurchase Event or, at the Issuer’s optionoption of the Company, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control or event that may constitute the Change of Control, the Issuer will give, or Company shall cause to be given, deliver a notice (the “Change of Control Notice”) to each HolderHolder of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering (the “Change of Control Offer”) to repurchase such Notes at the option of the Holders on the payment repurchase date specified in the noticeChange of Control Notice, which date will (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notesdelivered. The notice Change of Control Notice shall, if given delivered prior to the date of consummation of the Change of Control, state that the offer Company’s obligation to purchase repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase EventPayment Date. To On the extent that the provisions of any securities laws or regulations conflict with business day immediately preceding the Change of Control Repurchase Event provisions Payment, the Company shall, to the extent lawful deposit with the Paying Agent or the tender agent appointed for such purpose an amount equal to the aggregate repurchase price in respect of all the Notes or portions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under Notes properly tendered. On the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredCompany shall, to the extent lawful, to: : (i) accept for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control OfferNotice; and (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of the Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited repurchased by the IssuerCompany. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal If Holders of not less than 90% in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a aggregate principal amount of an integral multiple the outstanding Notes validly tender and do not withdraw such Notes in a Change of $1,000Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.03(e) of the First Supplemental Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such Change of Control Payment Date pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the redemption date (subject to the right of Holders of record on a Record Date to receive interest on the relevant interest payment date). The Issuer will not be required Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to make an offer to the extent those laws and regulations are applicable in connection with any repurchase of the Notes upon as a result of a Change of Control Repurchase Event if a third party makes Event. To the extent the provisions of any such an offer securities laws or regulations conflict with this Section (7), the Company shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section (7) by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the manner, at time and in the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used manner specified in this Section 2.9, (7) to the terms set forth below shall have the following respective meanings:extent permitted by such securities laws or regulations.

Change of Control Repurchase Event. If (a) Upon the occurrence of a Change of Control Repurchase Event (as defined below) occursEvent, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes all Securities have been called for redemption pursuant to Section 10.1 of the Original Indenture3.08, the Issuer will Company shall be required to make an irrevocable offer (a “Change of Control Offer”) to each Holder of Notes the Securities to repurchase all or any part (equal to or in excess denominations of $US$2,000 and in integral multiples of $US$1,000 in excess thereof) of that such Holder’s Notes Securities at a repurchase price in cash equal to 101% the Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Control Payment. (b) Within 30 45 days following a any Change of Control Repurchase Event Event, or, at the IssuerCompany’s option, prior to a any Change of Control (as defined below)Control, but in either case, after the public announcement of the Change of Control, the Issuer will giveCompany shall send, or shall cause to be givensent, or when the Securities are in the form of Global Securities, send by electronic means pursuant to the Applicable Procedures a notice to each HolderHolder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, Event and offering to repurchase Notes the Securities on the payment date Change of Control Payment Date specified in such notice and specifying: (1) if applicable, that a Change of Control has occurred and that such Holder has the noticeright to require the Company to purchase all or a portion of such Holder’s Securities at a repurchase price in cash equal to the Change of Control Payment and that all Securities tendered will be accepted for payment; (2) the circumstances and relevant facts regarding such Change of Control; (3) the instructions, as determined by the Company, consistent with this Section 4.02, that a Holder must follow in order to have its Securities purchased; (4) the Change of Control Payment and the repurchase date, which date will shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is givensent, disclosing other than as may be required by law (the “Change of Control Payment Date”); (5) the CUSIP number for the Securities; (6) that any Note Security not tendered for repurchase will continue to accrue interest; (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (8) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the first Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and specifying a statement that such Holder is withdrawing his election to have the procedures for tendering Notes. The Securities purchased; (10) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion will be equal to US$2,000 in principal amount or an integral multiple of US$1,000 in excess thereof; and (11) if such notice shall, if given is sent prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on a the Change of Control Repurchase Event occurring on or prior to the payment date specified in Change of Control Payment Date. (c) The Company shall cause the noticeChange of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Issuer must Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notesthis Section 4.02, the Issuer Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the its obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes this Section 4.02 by virtue of such conflict. . (d) On the repurchase date following a Change of Control Repurchase EventPayment Date, the Issuer will be requiredCompany will, to the extent lawful, to: : (i1) accept for payment all Notes Securities or portions of Notes thereof properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Trustee or the Paying Agent Agent, as applicable, an amount equal to the aggregate purchase price Change of Control Payment in respect of all Notes Securities or portions of Notes Securities properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee or the Notes properly acceptedPaying Agent, as applicable, the Securities so accepted by the Company, for cancellation, together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes Securities or portions of Securities being purchased. purchased by the Company. (e) The Trustee or the Paying Agent Agent, as applicable, will promptly distribute mail (or, in the case of global notes, make such payment through the facilities of DTC) to each Holder of Notes Securities properly tendered the purchase price Change of Control Payment for the Notes deposited by the Issuer. The Issuer will executesuch Securities, and the Authenticating Agent Trustee will promptly authenticate and deliver mail (or cause to be transferred by book-book entry) to each Holder a new note Security equal in principal amount to any unpurchased portion of any Notes surrendered provided Securities surrendered; provided, that each new Note Security will be in a minimum principal amount of an US$2,000 and integral multiple multiples of $1,000. US$1,000 in excess thereof. (f) The Issuer will Company shall not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.02 applicable to a Change of Control Offer made by the Issuer Company and such third party purchases all Notes Securities properly tendered and not withdrawn under its offer. As used such Change of Control Offer. (g) In the event that Holders of not less than 90% of the aggregate principal amount of the Outstanding Securities accept the Change of Control Offer upon a Change of Control Repurchase Event and the Company purchases all of the Securities held by such Holders, the Company shall have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Securities that remain Outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Securities redeemed plus any accrued and unpaid interest on the Securities redeemed to, but not including, the date of redemption. (h) The provisions set forth in this Section 2.9, 4.02 may be waived or modified with the terms set forth below shall have written consent of the following respective meanings:Holders of a majority in principal amount of the Securities.