Common use of Purchase of Notes upon a Change of Control Triggering Event Clause in Contracts

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to a series of Notes, unless the Company has exercised its option to redeem such Notes as described in Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of repurchase (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 will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 90 days from the date such notice is delivered (the “Change of Control Payment Date”). The notice will, if delivered 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 and shall state the following:

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2025 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2025 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2025 Notes repurchased, plus accrued and unpaid interest, if any, on the 2025 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2025 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2025 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2045 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2045 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2045 Notes repurchased, plus accrued and unpaid interest, if any, on the 2045 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2045 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2045 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2024 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2024 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2024 Notes repurchased, plus accrued and unpaid interest, if any, on the 2024 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2024 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2024 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option right to redeem such the Notes as described in Section 1.05 hereofpursuant to Article X, Noteholders will have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will make an be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (a the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to each Holder of such Notes to repurchase all or any part (offer payment in cash equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased torepurchased, to but excluding, excluding the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, 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, the Company will be required to send a notice will be sent to Holders of the Notes, with a copy to the Trustee, Noteholders describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such the Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered sent (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice willshall, if delivered 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 payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of 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 Payment Date Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will be required to comply with the applicable securities laws and shall state the following:regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2022 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2022 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2022 Notes repurchased, plus accrued and unpaid interest, if any, on the 2022 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2022 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2022 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to a particular series of Notes, unless the Company has exercised its option to redeem such Notes as described in Section 1.04 or Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of repurchase (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 will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 days from the date such notice is delivered (the “Change of Control Payment Date”). The notice will, if delivered 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 and shall state the following:

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2030 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2030 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2030 Notes repurchased, plus accrued and unpaid interest, if any, on the 2030 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2030 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2030 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2025 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2025 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2025 Notes repurchased, plus accrued and unpaid interest, if any, on the 2025 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2025 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2025 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to a particular series of Notes, unless the Company has exercised its option to redeem such Notes as described in Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of repurchase (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 will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 days from the date such notice is delivered (the “Change of Control Payment Date”). The notice will, if delivered 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 and shall state the following:

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect shall occur at any time (the date of such occurrence being the "CHANGE OF CONTROL DATE"), then each holder of Notes will have the right to a series of require that the Issuer purchase such holder's Notes, unless in whole or in part in integral multiples of (euro)1,000 (or the Company has exercised its option prevailing denomination from time to redeem such Notes as described time following a Payment-in-Kind Election) at a purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") in Section 1.05 hereof, the Company will make cash in an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (amount equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of the Notes repurchasedplus, plus in each case, accrued and unpaid interest, on the Notes repurchased toif any, but excluding, to the date of repurchase purchase (the “Change of Control Payment”"CHANGE OF CONTROL PURCHASE DATE"), pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") and the other procedures set forth in this Indenture. Within 30 days following any Change of Control Triggering Event orDate, at the Company’s option, prior to any Change Issuer shall notify the Trustee thereof and give written notice of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering to repurchase such each holder of Notes on by first-class mail, postage prepaid, at the date specified address appearing in the noticeRegister, stating, among other things, (i) the purchase price and the purchase date, which date will shall be a Business Day no earlier than 10 30 days and no nor later than 90 60 days from the date such notice is delivered mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations; (ii) that any Note not tendered will continue to accrue interest; (iii) that, unless the “Change of Control Payment Date”). The notice will, if delivered prior to Issuer defaults in the date of consummation payment of the Change of Controlpurchase price, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior any Notes accepted for payment pursuant to the Change of Control Payment Date Offer shall cease to accrue interest after the Change of Control Purchase Date; and (iv) certain other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw such acceptance. The Issuer and Parent will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations in connection with a Change of Control Offer. In connection with any repurchase of a Global Note pursuant to a Change of Control Offer, the Principal Paying Agent shall state endorse Schedule A to such Global Note surrendered for repurchase to reflect the following:decrease in principal amount of such Global Note resulting from such Change of Control Offer.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2029 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2029 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2029 Notes repurchased, plus accrued and unpaid interest, if any, on the 2029 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2029 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2029 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2047 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2047 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2047 Notes repurchased, plus accrued and unpaid interest, if any, on the 2047 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2047 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2047 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2022 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2022 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2022 Notes repurchased, plus accrued and unpaid interest, if any, on the 2022 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2022 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2022 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2052 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2052 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2052 Notes repurchased, plus accrued and unpaid interest, if any, on the 2052 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2052 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2052 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2050 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2050 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2050 Notes repurchased, plus accrued and unpaid interest, if any, on the 2050 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2050 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2050 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option right to redeem such the Notes as described in Section 1.05 hereofpursuant to Article X, Noteholders will have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of such Noteholder’s Notes (provided that no Note will make an be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (a the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will be required to each Holder of such Notes to repurchase all or any part (offer payment in cash equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased torepurchased, to but excluding, excluding the date of repurchase purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, 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, the Company will be required to send a notice will be sent to Holders of the Notes, with a copy to the Trustee, Noteholders describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such the Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered sent (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The notice willshall, if delivered 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 payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 of 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 Payment Date Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will be required to comply with the applicable securities laws and shall state the following:regulations and will not be deemed to have breached its obligations under this Section 415 by virtue of such conflicts.

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to a series of the Notes, unless the Company has exercised its option to redeem such Notes as described in Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 £100,000 or an integral multiple of $£1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of repurchase (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 will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 90 days from the date such notice is delivered (the “Change of Control Payment Date”). The notice will, if delivered 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 and shall state the following:

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to a series of the Notes, unless the Company has exercised its option to redeem such Notes as described in Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of repurchase (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 will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 90 days from the date such notice is delivered (the “Change of Control Payment Date”). The notice will, if delivered 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 and shall state the following:

Purchase of Notes upon a Change of Control Triggering Event. (i) If a Change of Control Triggering Event occurs with respect to a series of the Notes, unless the Company has exercised its option to redeem such Notes as described in Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of repurchase (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 will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 90 days from the date such notice is delivered (the “Change of Control Payment Date”). The notice will, if delivered 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 and shall state the following:

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2032 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2032 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2032 Notes repurchased, plus accrued and unpaid interest, if any, on the 2032 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2032 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2032 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option right to redeem the Notes in full, pursuant to Section 4.01, Holders of Notes shall have the right to require the Company to repurchase all or a portion of such Notes Holders’ Notes, as applicable, pursuant to the offer described in Section 1.05 hereof4.02(b) below (such offer, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (), at a purchase price equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, on the Notes repurchased toif any, but excluding, to the date of repurchase repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (the “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Event oroccurred, or at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall be required to send, by first class mail, a notice will be sent to Holders of the NotesNotes not redeemed, with a copy to the Trustee, describing which notice shall govern the transaction that constitutes or may constitute terms of the Change of Control Triggering Event and offering to Offer. Such notice shall state, among other things, the repurchase such Notes on the date specified in the noticedate, which date will must be no earlier than 10 30 days and no nor later than 90 60 days from the date such notice is delivered mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice willnotice, if delivered mailed prior to the date of consummation of the Change of Control, may 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 Date. Holders of Notes not redeemed electing to have their Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (c) The Company 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 such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. (d) The Company shall 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 such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall state not be deemed to have breached its obligations under the following:provisions in the Indenture governing the Change of Control Offer by virtue of any such conflict. 19 ActiveUS 181772720

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2049 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2049 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2049 Notes repurchased, plus accrued and unpaid interest, if any, on the 2049 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2049 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2049 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2020 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2020 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2020 Notes repurchased, plus accrued and unpaid interest, if any, on the 2020 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2020 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2020 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2026 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2026 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2026 Notes repurchased, plus accrued and unpaid interest, if any, on the 2026 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2026 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2026 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2019 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 1,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2019 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2019 Notes repurchased, plus accrued and unpaid interest, if any, on the 2019 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2019 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2019 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.

Purchase of Notes upon a Change of Control Triggering Event. (ia) If a Change of Control Triggering Event occurs with respect to a series of Notesoccurs, unless the Company has exercised its option to redeem such the 2027 Notes as described set forth in Section 1.05 hereof4 of the form of security attached hereto as Exhibit A, the Company will shall be required to make an offer (a the “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s 2027 Notes at a repurchase priceon the terms set forth herein. In the Change of Control Offer, payable the Company will be required to offer payment in cash, cash equal to 101.0101% of the aggregate principal amount of 2027 Notes repurchased, plus accrued and unpaid interest, if any, on the 2027 Notes repurchased up to, but excludingnot including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of 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 will shall be sent mailed to Holders of the Notes, 2027 Notes with a copy to the Trustee, Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the 2027 Notes on the date specified in the notice, which date will be no earlier than 10 30 days and no later than 90 60 days from the date such notice is delivered mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice willshall, if delivered mailed or 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 and shall state the following:Date.