Common use of Change of Control Triggering Event Clause in Contracts

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered SecuritiesNotes as described in Section 3.1 hereof, it the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to to, but not including, the repurchase date of repurchase (a “Change of Control Payment”), subject to the rights of the Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed (or otherwise electronically delivered) to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the repurchase date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed (or otherwise electronically delivered) (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes as described in Section 3.01 or Section 3.02, it shall be required holders of Notes will have the right to make an offer (a “Change of Control Offer”) require the Company to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to holders of Notes, with a copy to the Trustee and to the Holders of the Offered Securities Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.. The Company must comply with the requirements of Rule 14e-1 under 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 Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has Issuers have exercised its their option to redeem the Offered Securities, it the Issuers shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company Issuers shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s Issuers’ option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.. Fifth Supplemental Indenture

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes in full as described in Section 3.01, it shall be required to make an offer (a “Change of Control Offer”) to each Holder Holders of the Offered Securities Notes will have the right to repurchase, at require the Holder’s election, Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes, with a copy to the Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under 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 Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.02 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has exercised its option to redeem shall have redeemed the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Supplemental Indenture or the Company shall be required to have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (a the “Change of Control Offer”) to each Holder holder of the Offered Securities Notes to repurchase, repurchase any and all of such holder’s Notes at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthe Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Offered Securities Notes to be repurchased to up to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed transmitted to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shallNotwithstanding the foregoing, if mailed prior to the date installments of consummation of the Change of Control, state that the offer to purchase interest whose Stated Maturity is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate 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 regular record date pursuant to the Notes and the Indenture.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Securities, unless the Company has exercised its option to redeem the Offered SecuritiesSecurities as described above, it shall the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities with respect to repurchase, at the Holder’s election, which a Change of Control Triggering Event has occurred to repurchase all or any part (equal to of that Holder’s Securities in integral multiples of $1,000 (with any portion of such Holder’s Securities not repurchased to be in a minimum denomination of $2,000 or an integral any multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall will be required to offer payment in cash equal to (A) 101% of the aggregate principal amount of Offered Securities repurchased, plus (B) accrued and unpaid interest, if any, on the Offered Securities repurchased to but excluding the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall will be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered the Securities on the date specified in the applicable notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shallwill, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.. Upon the Change of Control Payment Date, the Company will, to the extent lawful:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option previously or concurrently delivered an unconditional (or conditional solely with respect to redeem the Offered Securities, it shall be required to make an offer (a “consummation of the applicable Change of Control Offer”Triggering Event) redemption notice with respect to each Holder all the outstanding Notes as described in Section 3.01 of the Offered Securities Supplemental Indenture, Holders may require the Company to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer ”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shallCompany must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, if mailed prior as amended (the “Exchange Act”), and any other securities laws, rules and regulations thereunder to the date extent those laws, rules and regulations are applicable in connection with the repurchase of consummation the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws, rules or regulations conflict with the Change of ControlControl provisions of the Notes, state that the offer Company will comply with the applicable securities laws, rules and regulations and will not be deemed to purchase is conditioned on have breached its obligations under the Change of Control Triggering Event occurring on provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or prior portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment Date.in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes of this series validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless Holders may require the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer ”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shallCompany must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, if mailed prior as amended (the “Exchange Act”), and any other securities laws, rules and regulations thereunder to the date extent those laws, rules and regulations are applicable in connection with the repurchase of consummation the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws, rules or regulations conflict with the Change of ControlControl provisions of the Notes, state that the offer Company will comply with the applicable securities laws, rules and regulations and will not be deemed to purchase is conditioned on have breached its obligations under the Change of Control Triggering Event occurring on provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or prior portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment Date.in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option previously or concurrently delivered an unconditional (or conditional solely with respect to redeem the Offered Securities, it shall be required to make an offer (a “applicable Change of Control Offer”Triggering Event) redemption notice with respect to each Holder all of the Offered Securities outstanding Notes as described in Section 3.01 of the Supplemental Indenture, Holders may require the Company to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer ”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shallCompany must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, if mailed prior as amended (the “Exchange Act”), and any other securities laws, rules and regulations thereunder to the date extent those laws and regulations are applicable in connection with the repurchase of consummation the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of ControlControl provisions of the Notes, state that the offer Company will comply with the applicable securities laws and regulations and will not be deemed to purchase is conditioned on have breached its obligations under the Change of Control Triggering Event occurring on provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or prior portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment Date.in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes as described in Section 3.01, it shall be required holders of Notes will have the right to make an offer (a “Change of Control Offer”) require the Company to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to holders of Notes, with a copy to the Trustee and to the Holders of the Offered Securities Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 under 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 Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date., the Company will be required, to the extent lawful, to:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company has exercised its option to redeem repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes pursuant to the Offered Securities, it shall be required to make an offer described below (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes, with a copy to the Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option previously or concurrently delivered an unconditional (or conditional solely with respect to redeem the Offered Securities, it shall be required to make an offer (a “consummation of the applicable Change of Control Offer”Triggering Event) redemption notice with respect to each Holder all the outstanding Notes as described in Section 3.01 of the Offered Securities Supplemental Indenture, Holders may require the Company to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer ”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shallCompany must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, if mailed prior as amended (the “Exchange Act”), and any other securities laws, rules and regulations thereunder to the date extent those laws, rules and regulations are applicable in connection with the repurchase of consummation the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws, rules or regulations conflict with the Change of ControlControl provisions of the Notes, state that the offer Company will comply with the applicable securities laws, rules and regulations and will not be deemed to purchase is conditioned on have breached its obligations under the Change of Control Triggering Event occurring on provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or prior portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment Date.in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes of this series validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Escrow Release Date (as defined in Section 1.5(2)), unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence and other than as required by law, be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth hereinin this Third Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which Third Supplemental Indenture date shall shall, except as described in the immediately following sentence and other than as required by law, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (a “Change of Control Payment Date”). The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event with respect to the Offered Securities occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth hereinin this Eighth Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities to be repurchased, plus accrued and unpaid interest, if any, on the Offered Securities to be repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event with respect to the Offered Securities or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (or, in the case of a notice prior to the consummation of the Change of Control Triggering Event, no earlier than 30 nor later than 60 days from the Change of Control Triggering Event) other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has Issuer shall have exercised its option right to redeem the Offered SecuritiesNotes as described above, it the Issuer shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, purchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, 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); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a “Change minimum denomination of Control Payment”)$2,000 and integral multiples of $1,000 above that amount. Within 30 days following any the date upon which the Change of Control Triggering Event has occurred or, at the CompanyIssuer’s option, prior to any Change of ControlControl (as defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Issuer shall have exercised its right to redeem the Notes pursuant to Section 6 hereof, the Issuer shall mail or send a notice shall be mailed in accordance with the applicable procedures of the Depositary (a “Change of Control Offer”) to each Holder of Notes subject to such offer with a copy to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the a Change of Control Triggering Event and offering to repurchase such Offered Securities purchase Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or sent (a other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice shallwill, if mailed or 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 the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date specified in the notice. The Change of Control Payment Date must be a Business Day. On each Change of Control Payment Date., the Issuer shall, to the extent lawful: · accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; · deposit with the Paying Agent prior to 10:00 a.m. New York City time an amount equal to the change of control payment in respect of all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and · deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Trustee shall promptly deliver, or cause the Paying Agent to promptly deliver, to each Holder of Notes so tendered the payment for such Notes, and the Trustee shall 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 the Notes surrendered, if any. Except as described above with respect to a Change of Control Triggering Event, the Indenture does not contain provisions that permit the Holders to require the Issuer to purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuer shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Notes, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations by virtue thereof; rather, the Issuer shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Issuer in good faith to permit compliance with any such law or regulation. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note 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 DTC, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer 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 in accordance with such requirements. In addition, the Issuer shall not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event. If Holders of not less than 95% in aggregate principal amount of outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have consented to such Change of Control Offer and, accordingly, the Issuer 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 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 date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date). The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Issuer’s assets and the assets of the Issuer’s subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Issuer to purchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the Issuer’s assets and the assets of the Issuer’s subsidiaries taken as a whole to another person may be uncertain. For purposes of the Change of Control Offer provisions of the Notes, the following definitions are applicable:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option previously or concurrently delivered an unconditional (or conditional solely with respect to redeem the Offered Securities, it shall be required to make an offer (a “consummation of the applicable Change of Control Offer”Triggering Event) redemption notice with respect to each Holder all the outstanding Notes as described in Section 3.01 of the Offered Securities Supplemental Indenture, Holders may require the Company to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer Offer”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering offering to repurchase such Offered Securities the Notes on the date specified specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shallCompany must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, if mailed prior as amended (the “Exchange Act”), and any other securities laws, rules and regulations thereunder to the date extent those laws, rules and regulations are applicable in connection with the repurchase of consummation the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws, rules or regulations conflict with the Change of ControlControl provisions of the Notes, state that the offer Company will comply with the applicable securities laws, rules and regulations and will not be deemed to purchase is conditioned on have breached its obligations under the Change of Control Triggering Event occurring on provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or prior portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment Date.in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes of this series validly tendered and not validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to any series of the Notes, unless the Company has exercised its option to redeem shall have redeemed such series of the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Supplemental Indenture or the Company shall be required to have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities applicable series of the Notes to repurchase, repurchase any and all of such Xxxxxx’s Notes of such series at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthe Notes to be repurchased (such principal amount to be equal to ¥100,000,000 or any integral multiple of ¥10,000,000 in excess thereof), plus accrued and unpaid interest, if any, on the Offered Securities Notes to be repurchased to up to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and delivered to the Holders of the Offered Securities Notes of such series describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”). The notice shallNotwithstanding the foregoing, if mailed prior to the date installments of consummation interest on any series of the Change of Control, state that the offer to purchase Notes whose Stated Maturity is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event with respect to the Offered Securities occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Offered Securities on the terms set forth hereinin this Fifth Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities to be repurchased, plus accrued and unpaid interest, if any, on the Offered Securities to be repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event with respect to the Offered Securities or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (or, in the case of a notice prior to the consummation of the Change of Control Triggering Event, no earlier than 30 nor later than 60 days from the Change of Control Triggering Event) other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Section 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company has exercised its option to redeem repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes pursuant to the Offered Securities, it shall be required to make an offer described below (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes, with a copy to the Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change Notes of Control Offer”) to each Holder this series have become redeemable as described in Sections 3.01 and 3.02 of the Offered Securities Supplemental Indenture, Holders of the Notes of this series will have the right to repurchase, at require the Holder’s election, Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes, with a copy to the Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.03 of the Third Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company has exercised its option to redeem repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes pursuant to the Offered Securities, it shall be required to make an offer described below (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes, with a copy to the Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.. The Company must comply with the requirements of Rule 14e-1 under 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 Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.02 of the Third Supplemental Indenture and this Section 4 of this Note by virtue of such conflicts. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event with respect to the Offered Securities occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth hereinin this Sixth Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities to be repurchased, plus accrued and unpaid interest, if any, on the Offered Securities to be repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event with respect to the Offered Securities or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (or, in the case of a notice prior to the consummation of the Change of Control Triggering Event, no earlier than 30 days nor later than 60 days from the Change of Control Triggering Event) other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to any series of the Notes, unless the Company has exercised its option to redeem shall have redeemed such series of the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Supplemental Indenture or the Company shall be required to have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities applicable series of the Notes to repurchase, at the repurchase any and all of such Holder’s election, all or any part (equal to $1,000 or an integral multiple Notes of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In such series at a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthe Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Offered Securities Notes to be repurchased to up to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and delivered to the Holders of the Offered Securities Notes of such series describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the date specified in the notice, which date shall will be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”). The notice shallNotwithstanding the foregoing, if mailed prior to the date installments of consummation of the Change of Control, state that the offer to purchase interest whose Stated Maturity is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, except as provided in Section 3.11(c) or unless the Company Issuer has exercised its option previously or concurrently delivered a redemption notice with respect to redeem all the Offered Securitiesoutstanding Notes pursuant to Section 5.7, it shall be required to the Issuer will make an offer (a the “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, repurchase all or any part (equal to in minimum denominations of $1,000 or an 2,000 and integral multiple multiples of $1,000 principal amount in excess thereof) of that such Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but not including, the date of repurchase (a the “Change of Control Payment”). Within 30 days following the date of any Change of Control Triggering Event Event, or, at the CompanyIssuer’s option, prior to any Change of Control, Control Triggering Event but after the public announcement of the transaction that constitutes or may constitute the Change of ControlControl Triggering Event, the Issuer shall mail (or in the case of holders of book-entry interests, transmit electronically in accordance with the applicable procedures of DTC) a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the noticenotice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is so mailed or transmitted (a “Change of Control Payment Date”subject to the next succeeding sentence), pursuant to the procedures required by this Indenture and described in such notice. The notice shallshall state, if so mailed or transmitted prior to the date of consummation of the Change of ControlControl Triggering Event, state that the offer to purchase repurchase the Notes is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate specified in the notice; provided, that if a conditional Change of Control Offer is made, the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time as such Change of Control Triggering Event shall have occurred, or if such Change of Control Triggering Event shall not have occurred by the applicable Change of Control Payment Date (whether the original Change of Control Payment Date or the Change of Control Payment Date so delayed), then such Change of Control Offer may be rescinded by the Issuer.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option right to redeem all of such Notes as described above, the Offered Securities, it shall be required to Company will make an offer to each Holder of such Notes to purchase such Notes (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”), subject to the right of Holders of record on the applicable record date to receive any interest due on the Change of Control Payment Date (as defined below). Within 30 days following the date upon which any Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, unless the Company has exercised its right to redeem all of the Notes as described above, the Company will send or deliver electronically a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering Offer to repurchase such Offered Securities on each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date specified in the notice, (which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice shallnotice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth hereinin this Second Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence and other than as required by law, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (a “Change of Control Payment Date”). The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth hereinin this First Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence and other than as required by law, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (a “Change of Control Payment Date”). The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option right to redeem all of the Offered SecuritiesNotes as described above, it shall be required to the Company will make an offer to each Holder of the Notes to purchase such Notes (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”), subject to the right of Holders of record on the applicable record date to receive any interest due on the Change of Control Payment Date (as defined below). Within 30 days following the date upon which any Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, unless the Company has exercised its right to redeem all of the Notes as described above, the Company will send or deliver electronically a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering Offer to repurchase such Offered Securities on each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date specified in the notice, (which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice shallnotice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.. On the Change of Control Payment Date, the Company will, to the extent lawful:

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company Issuer has exercised its option to redeem the Offered Securities, it the Issuer shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has exercised its option to redeem the Offered SecuritiesNotes as described above, it the Company shall be required to make an offer (a the “Change of Control Offer”) to each Holder of the Offered Securities then outstanding Notes, to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities Notes on the terms set forth hereinherein and in the Notes. In a the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice the Company shall be mailed mail to the Trustee and to the Holders of the Offered Securities Notes, and furnish the Trustee with a copy thereof, a notice describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and Event, offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), setting forth the instructions determined by the Company, consistent with the provisions of this Section 3.2, that a Holder must follow in order to have its Notes purchased, and stating that a Holder may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing in Exhibit A, or a comparable form, together with any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.