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 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 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.

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 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 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 “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 (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 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 Notes have become redeemable as described in Section 3.01 of the Offered Securities Fifth Supplemental Indenture, Holders of the 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 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 Fifth Supplemental Indenture and this Section 3 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 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 occurs, 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 Twelfth 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 of the Offered Securities 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 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 repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedsuch Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), 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 delivered 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 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 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 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 occursoccurs with respect to the Notes, unless the Company has shall have exercised its option to redeem the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Third 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 XI 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 repurchasedNotes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 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 Company shall mail notice shall be mailed 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 days and no later than 60 days from the date such notice is mailed (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 on such 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 Securityholders of such Notes registered as such at the close of business on the applicable record date pursuant to the Notes and the 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 Notes have become redeemable as described in Section 3.01 of the Offered Securities Fourth Supplemental Indenture, Holders of the 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 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 Fourth Supplemental Indenture and this Section 3 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 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 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 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 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 XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities 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 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 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 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 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 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 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 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 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 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 occursoccurs with respect to this Security, unless the Company has exercised its option to redeem the Offered Securitiesthis Security, it shall be required to make an offer (a “Change to the holder of Control Offer”) to each Holder of the Offered Securities this Security to repurchase, at the Holdersuch 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 Holdersuch holder’s Offered Securities Security on the terms set forth herein. In a Change of Control Offerin the Indenture, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities this Security to be repurchased, plus accrued and unpaid interest, if any, on the Offered Securities such Security 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 orEvent, or at the Company’s option, prior to any Change of ControlControl with respect to this Security, 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 each Securityholder describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities this Security 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. If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day.

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 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 Seventh 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 $2,000 or integral multiples 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 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 (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 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 occursoccurs with respect to the Notes, unless the Company has shall have exercised its option to redeem the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Fourth 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 XI 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 repurchasedNotes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the 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 Company shall mail notice shall be mailed 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 days and no later than 60 days from the date such notice is mailed (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 on such 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 Securityholders of such Notes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.

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 the 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 this Section 3.02 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 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 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: