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, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurs, unless, prior (unless the Issuer has exercised its right to or concurrently with redeem all of the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the then outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions Section 5 of the Issuers’ Boards, as applicable, governing Notes by sending (or causing the 2028 Notes or pursuant Trustee to Section 11.01 send) a notice of the Base Indentureredemption), the Issuers Issuer shall make an offer to purchase all of the 2028 each Holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, interest to, but excluding excluding, the date applicable Change of purchase, Control Payment Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant any Interest Payment Date falling on or prior to the Change of Control Payment Date. ) (the “Change of Control Purchase Price”). (b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent shall have occurred, the Issuers shall send Issuer must (unless the Issuer has exercised its right to redeem all of the Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of such Change of Control Offer redemption) send, by electronic delivery or first-first class mail, a notice to each Holder of Notes (or, in the case of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, to each Holder which notice shall govern the terms of the 2028 Notes to the address Change of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: Control Offer. Such notice shall state: (1) that a the Change of Control Offer is being made pursuant to this Section 6 Indenture and that all 2028 Notes properly that are validly tendered pursuant to such Change of Control Offer and not withdrawn will be accepted for payment by the Issuers; payment; (2) the purchase price Change of Control Purchase Price and the purchase date, which will must be a Business Day no earlier than 20 Business Days and no 10 days nor later than 60 days from the date such notice is sent mailed (or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; ; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Payment Date; Date (unless the Issuer shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent; (5) that Holders electing to have any 2028 Notes a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the remaining principal amount of any such Note surrendered for repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof; (6) that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender such 2028 Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTCNote duly completed, to the Paying Agent specified in the notice Person and at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global SecuritiesNotes, such 2028 Notes shall be reduced by such amount to surrender the Note (c) On or before the Change of Securities that Control Payment Date for the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount Notes, the Issuer will, to the unpurchased portion extent lawful: (1) accept for payment all Notes or portions of the 2028 Notes surrendered (the unpurchased portion in denominations of the 2028 Notes must be equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof);) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; (2) deposit with a Paying Agent an amount equal to the payment due in respect of all Notes or portions thereof so tendered and not withdrawn; (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted for payment; and (4) deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the applicable provisions of this Indenture. (7d) The Issuer, the depositary, if any, appointed by the Issuer for such notice is sent prior Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the occurrence Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Issuer for purchase. Further, the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officer’s Certificate or Opinion of Counsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any Note not so accepted shall be promptly mailed or delivered (including by book-entry transfer) by the Issuer or the Trustee to the Holder thereof. (e) Interest on Notes (or portions thereof) validly tendered and not withdrawn pursuant to a Change of Control Triggering Event, stating that Offer will cease to accrue on and after the applicable Change of Control Payment Date (unless the Issuer shall default in the payment of the Change of Control Offer is conditional on Purchase Price of the occurrence of such Notes). (f) If the Change of Control Triggering Event Payment Date is on or such other conditions specified therein after a Record Date and describing each such conditionon or before the related Interest Payment Date for the Notes, andany accrued and unpaid interest on the Notes to, if applicable, stating that, in the Issuers’ discretionbut excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date. (g) The Issuer will not be required to make a Change of Control Offer for the Notes upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture that are applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be delayed until such time as any made in advance of a Change of Control or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including a Change of Control Triggering Event conditioned upon the occurrence of the such a Change of Control or Change of Control Triggering Event) will not be satisfied or waived by the , if a definitive agreement regarding such Change of Control Payment Date, or by is in effect at the Change time of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to making the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. . (h) The Issuers shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6Indenture relating to a Change of Control Offer, the Issuers Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 6 Indenture by virtue thereof. (bi) On the Change The provisions of Control Payment Date, the Issuers shall, this Indenture relating to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an OfficerIssuer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required obligation to make an offer to repurchase the Notes as a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance result of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for (including the Change of Control at the time of making of the Change of Control Offer. (ddefinitions relating thereto) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or terms of any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Dateoffer may, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided limitations set forth in this Section 69.02, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstandingoutstanding Notes. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior to unless the Issuer or a third party has previously or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, delivered a redemption notice with respect to all of the outstanding 2028 Notes pursuant to the optional redemption terms set forth as described in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenturethis Article, the Issuers Issuer shall make an offer to purchase all of repurchase the 2028 Notes pursuant to the offer as described below in this Section 3.05 (the “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchase, subject to repurchase. Within thirty (30) calendar days following the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to date upon which the Change of Control Payment Date. Within 30 days following any Change of Control Triggering EventEvent occurs, the Issuers shall send Issuer must send, or cause the Trustee to send, a notice of such Change of Control Offer by electronic delivery or first-class mailto each Holder, with a copy to the TrusteeTrustee (if the Issuer sends such notice), to each Holder which notice shall govern the terms of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by Offer. Such notice shall state, among other things, the Issuers; (2) the purchase price and the purchase repurchase date, which will must be no earlier than 20 Business Days and no fifteen (15) calendar days nor later than 60 sixty (60) calendar days from after the date such notice is sent delivered, other than as may be required by law (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that . Holders electing to have any 2028 Notes purchased a Note repurchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such 2028 Holder’s Notes completed or otherwise in accordance with that it agrees to sell to the procedures Issuer pursuant to the Change of DTCControl Offer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding prior to the Change of Control Payment Date; (6) that if less than all . For Global Notes, the delivery of a Change of Control Notice and the repurchase of beneficial interests in any such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case Global Note pursuant to a Change of Global Securities, such 2028 Notes Control Triggering Event shall be reduced by such amount of Securities that effected through the Holder has tendered) Depositary in accordance with this Indenture and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion applicable procedures of the 2028 Notes surrendered (the unpurchased portion Depositary. The Issuer will not be required to make a Change of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to Control Offer upon the occurrence of a Change of Control Triggering Event, stating that Event if a third party makes the Change of Control Offer is conditional on in the occurrence manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in Offer. Notwithstanding any provision hereof to the Issuers’ discretioncontrary, the Issuer (or a third party) may make a Change of Control Payment Date may be delayed until such time as Offer in advance of, and conditioned upon, any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof related to a Change of this Section 6Control Offer, the Issuers Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 hereunder by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to a series of Notes, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 such series of Notes or pursuant to Section 11.01 of the Base Indenture11.01, the Issuers shall make an offer to purchase all of the 2028 Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 such series of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 4.14 and that all 2028 Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) 8) below shall be satisfied or waivedsatisfied; (3) that any 2028 Note of such series not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 Notes of such series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTCcompleted, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) that if the Issuers are redeeming less than all of the Notes of such Holder’s 2028 series, the Holders of the remaining Notes are tendered for purchase, of such Holder series will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) series and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) 8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing shall describe each such condition, and, if applicable, stating shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered)satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will shall not be have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) 9) the other instructions, as determined by the Issuers, consistent with this Section 64.14, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.14 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party approved in writing by Covenant Parent makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes of any series validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party approved in writing by Covenant Parent making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 64.14, purchases all of the 2028 Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 64.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 64.14, any purchase pursuant to this Section 6 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture3.06. (f) The provisions of this Section 6 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any series upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstandingof such series. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to a series of Notes, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 such series of Notes or pursuant to Section 11.01 of the Base Indenture11.01, the Issuers shall make an offer to purchase all of the 2028 Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)determine) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 such series of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 4.14 and that all 2028 Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) 8) below shall be satisfied or waived; (3) that any 2028 Note of such series not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes of such series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration time of the Change of Control Offer, an electronic transmission (in PDF), facsimile transmission or letter or otherwise in accordance with the procedures of DTC setting forth the name of the Holder of the Notes, the aggregate principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global SecuritiesNotes, such 2028 Notes shall be reduced by such amount of Securities Notes that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) 8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing shall describe each such condition, and, if applicable, stating shall state that, in the Issuers’ discretiondiscretion (including more than 60 days after the notice is mailed or delivered), the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered)waived, or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) 9) the other instructions, as determined by the Issuers, consistent with this Section 64.14, that a Holder must follow. While the 2028 Notes of a series are in global form and the Issuers make an offer to purchase all of the 2028 Notes of such series pursuant to the Change of Control Offer, a Holder of such 2028 series of Notes may exercise its option to elect for the purchase of the 2028 Notes of such series through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.14 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes of such series validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 64.14, purchases all of the 2028 Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 64.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, plus accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes of such series on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 64.14, any purchase pursuant to this Section 6 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture3.06. (f) The provisions of this Section 6 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any series upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes of such series then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. 108 (a) If a Change of Control Triggering Event occursoccurs with respect to the Senior Notes, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all of the outstanding 2028 Senior Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture Section 3.07 or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture11.01, the Issuers shall make an offer to purchase all of the 2028 Senior Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 60 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Senior Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 4.14 and that all 2028 Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) 8) below shall be satisfied or waivedsatisfied; (3) that any 2028 Senior Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 the Senior Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 the Senior Notes completed or otherwise in accordance with the procedures of DTCcompleted, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their tendered Senior Notes and their election to require the Issuers to purchase the Senior Notes; provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, a electronic transmission or letter setting forth the name of the Holder of the Senior Notes, the principal amount of Senior Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Senior Notes and its election to have the Senior Notes purchased; (7) that if the Issuers are redeeming less than all of such Holder’s 2028 the Senior Notes, the Holders of the remaining Senior Notes are tendered for purchase, such Holder will be issued new 2028 Senior Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Senior Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Senior Notes surrendered (the unpurchased portion of the 2028 Senior Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) 8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing shall describe each such condition, condition and, if applicable, stating that, shall state that in the Issuers’ discretion, discretion the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may shall not occur and such notice may shall be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will shall not be have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, unless such conditions are waived by the Issuers in their discretion; and (8) 9) the other instructions, as determined by the Issuers, consistent with this Section 64.14, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Senior Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.14 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Senior Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Senior Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Senior Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 the Senior Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party approved by Holdings makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Senior Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary hereinIn addition, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the provisions of this Indenture, the Senior Notes and/or the Note Guarantees; provided that such Change of Control Offer shall not include the delivery of such consents as a condition precedent. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Senior Notes validly tender and do not withdraw such 2028 the Senior Notes in a Change of Control Offer and the Issuers, or any third party approved in writing by Holdings making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 64.14, purchases all of the 2028 Senior Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 15 nor more than 60 days’ prior notice, given not more than 30 60 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 64.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Senior Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (ef) Other than as specifically provided in this Section 64.14, any purchase pursuant to this Section 6 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture3.06. (fg) The provisions of this Section 6 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Senior Notes upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstandingSenior Notes. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior each Holder shall have the right to or concurrently with the time require the Issuers are required to make a Change repurchase all or any part of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officersuch Holder’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding not including, the date of purchase, repurchase (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Payment Date. Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised their right to redeem such Securities in accordance with Article 3 of this Indenture. (b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuers shall send a notice of such (a “Change of Control Offer by electronic delivery or first-class mail, Offer”) to each Holder with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationTrustee stating: (1i) that a Change of Control Offer is being made pursuant to this Section 6 Triggering Event has occurred and that such Holder has the right to require the Issuers to purchase all 2028 Notes properly tendered pursuant or a portion of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (ii) the circumstances and relevant facts and information regarding such Change of Control Offer will be accepted for payment by the IssuersTriggering Event; (2iii) the purchase price and the purchase date, repurchase date (which will shall be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”sent); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) iv) the other instructions, as instructions determined by the Issuers, consistent with this Section 64.08, that a Holder must follow. While follow in order to have its Securities purchased. (c) On the 2028 Notes are in global form purchase date, all Securities purchased by the Issuers under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Issuers make an offer shall pay the purchase price plus accrued and unpaid interest to purchase all the Holders entitled thereto. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the 2028 Notes pursuant Securities surrendered. (d) Notwithstanding the foregoing provisions of this Section 4.08, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Issuers and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. . (e) The Issuers shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes Securities pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.08, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 6 4.08 by virtue thereof. The Issuers may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions. (bf) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a A Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such Change of Control Triggering Event or (subject to any extensions to the extent set forth in the notice of such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer). (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to unless the Borrower has previously or concurrently with the time the Issuers are required to make electronically delivered or mailed a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption prepayment notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth Loans in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to accordance with Section 11.01 of the Base Indenture2.11, the Issuers Borrower shall make an offer to purchase all of prepay the 2028 Notes pursuant to the offer described below Loans in accordance with this Section 5.03 (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding not including, the date of purchaseprepayment; provided, subject for the avoidance of doubt no Prepayment Premium shall be payable with respect to the right of Holders of record on the relevant Record Date any prepayment made pursuant to receive interest due on the relevant Interest Payment Date falling on or prior to the a Change of Control Payment DateOffer. Within 30 days following any Change of Control Triggering Event, the Issuers Borrower shall send or cause to be sent a notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the TrusteeAdministrative Agent, to each Holder of the 2028 Notes for distribution to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTCLenders, with the following information: (1i) that a Change of Control Offer is being made pursuant to this Section 6 5.03 and that all 2028 Notes properly tendered Lenders are permitted to elect in writing to have their Loans prepaid pursuant to such Change of Control Offer will be accepted for payment by the IssuersOffer; (2ii) the purchase prepayment price and the purchase prepayment date, which will shall be no earlier than 20 Business Days and no 10 days nor later than 60 days from the date such notice is sent mailed or otherwise delivered to the Administrative Agent, which prepayment date may be subsequently extended in the case of a conditional Change of Control Offer as permitted below (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3iii) that the Loans of any 2028 Note Lender that does not properly tendered will elect to have its Loans prepaid in accordance with the terms hereof shall remain outstanding and continue to accrue interestinterest in accordance with the terms of this Agreement; (4iv) that unless the Issuers default Borrower defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 Notes accepted for payment Loans prepaid pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date; (5v) [reserved]; (vi) that Holders electing ▇▇▇▇▇▇▇ shall be entitled to have any 2028 Notes purchased pursuant withdraw their election to a Change of Control Offer will be required require the Borrower to surrender prepay such 2028 NotesLoans; provided, with that the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTCAdministrative Agent receives, to the Paying Agent specified in the notice at the address specified in the notice prior to not later than the close of business on the third (3rd) second Business Day preceding prior to the expiration date of the Change of Control Payment DateOffer, a written notice setting forth the name of the Lender, the principal amount of Loans elected for prepayment, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Loans prepaid; (6vii) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof)[reserved]; (7viii) if such notice is sent delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) ix) the other instructions, as determined by the IssuersBorrower, consistent with this Section 65.03, that a Holder Lender must follow. While the 2028 Notes are follow in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed order to have breached its obligations under this Section 6 by virtue thereofLoans prepaid. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers.[Reserved] (c) The Issuers shall Borrower is not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 Agreement applicable to a Change of Control Offer made by the Issuers Borrower and purchases prepays all 2028 Notes validly tendered Loans elected for prepayment and not properly withdrawn under such Change of Control Offer. . (d) Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified thereinEvent, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. In the event that the Change of Control Triggering Event has not occurred as of the Change of Control Payment Date specified in the notice for any Change of Control Offer (or amendment thereto), the Borrower (or third party offeror) may, in its discretion, rescind such notice or amend it to specify another Change of Control Payment Date. (de) If Holders of Lenders holding not less than 90% in of the aggregate principal amount of the outstanding 2028 Notes validly tender Loans properly elect to have such Loans prepaid and do not properly withdraw such 2028 Notes in election pursuant to a Change of Control Offer and the Issuers, or any third party making a all of such Loans are prepaid in such Change of Control Offer in lieu of Offer, the Issuers as set forth in clause (c) of this Section 6, purchases Borrower will have the right to prepay all of the 2028 Notes Term Loans that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, remain outstanding upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change consummation of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control PaymentOffer, at a purchase price equal to: (i) in respect 101% of the Second Change of Control Payment Dateaggregate principal amount thereof, including, to the extent not included in the Change of Control Payment, plus (ii) accrued and unpaid interest, if any, thereon, to, but excludingnot including, the Second Change date of Control Payment Dateprepayment, subject to the right of Holders of record of 2028 Notes Lenders on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall date. Any such notice may not be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indentureconditional. (f) The provisions of this Section 6 relating to 5.03 may be waived or modified, either before or after the Issuers’ obligation to make a Change occurrence of Control Offer upon a such Change of Control Triggering Event may be waived or modified at any time Event, with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstandingRequired Lenders. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior each Holder of Notes shall have the right to require the Issuer to repurchase all or concurrently with the time the Issuers are required to make a Change any part of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officersuch Holder’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, interest to, but excluding excluding, the purchase date of purchase, (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. interest payment date). (b) Within 30 days following any Change of Control Triggering Event, the Issuers Issuer shall send notice of such Change of Control Offer or cause to be sent by electronic delivery or first-class mailmail (or electronic transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder of the 2028 Notes to the Notes, at such Holder’s address of such Holder appearing in the security register or otherwise in accordance with the procedures Note register, a notice stating: (A) that a Change of DTC, with the following information: (1) Control Triggering Event has occurred and that a Change of Control Offer is being made pursuant to this Section 6 4.12 and that all 2028 Notes properly timely tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; repurchase; (2B) the purchase price Change of Control Purchase Price and the purchase date, which will be shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 20 Business Days and no 10 days nor later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”); provided and (C) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. (c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed and attached to the Note, or transfer by book-entry transfer, to the Issuer or its agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below Date. Holders shall be satisfied entitled to withdraw their election if the Trustee or waived; (3) that any 2028 Note the Issuer receives not properly tendered will remain outstanding and continue later than one Business Day prior to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant a statement that such Holder is withdrawing its election to have such Note purchased. (d) On or prior to the Change of Control Offer will cease Payment Date, the Issuer shall irrevocably deposit with either the Trustee or with the Paying Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to accrue interest the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section. On the Change of Control Payment Date, the Issuer shall deliver to the Trustee the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer for payment. The Trustee or the Paying Agent shall, on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (mail or, in the case of Global SecuritiesNotes, such 2028 Notes shall be reduced by such amount deliver payment to each tendering Holder of Securities the Change of Control Purchase Price. In the event that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal Change of Control Purchase Price is less than the amount delivered by the Issuer to the unpurchased portion Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer immediately after the Change of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof);Control Payment Date. (7e) if such notice is sent prior The Issuer will not be required to the occurrence make a Change of Control Offer following a Change of Control Triggering Event, stating that Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) notice of redemption has been given pursuant to this Indenture to redeem all of the Notes pursuant to Section 3.07, unless and until there is conditional on a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, andEvent, if applicable, stating that, a definitive agreement is in the Issuers’ discretion, place for the Change of Control Payment Date may be delayed until such at the time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andOffer is made. (8) the other instructionsf) The Issuer will comply, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offerextent applicable, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6Section, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 6 4.12 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice occurs with respect to all any series of the outstanding 2028 Notes, unless the Company shall have redeemed such series of the Notes pursuant to the optional redemption terms in full, as set forth in Section 1.3 or Section 1.3A of this Supplemental Indenture or the Officer’s Certificate, supplemental indenture or resolutions Company shall have defeased such series of the Issuers’ BoardsNotes or have satisfied and discharged such series of the Notes, as applicable, governing the 2028 Notes or pursuant to Section 11.01 set forth in Article XI of the Base Indenture, the Issuers Company shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as of the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) Notes to be repurchased (such priceprincipal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), the “Change of Control Payment”) plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding excluding, the date of purchase, subject to repurchase (the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the “Change of Control Payment DatePayment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Issuers shall send notice Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Offer by electronic delivery or first-class mail, with a copy Triggering Event and offering to repurchase such Notes on the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing date specified in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase datenotice, which date will be no earlier than 20 Business Days 15 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”); provided that . Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless payable on the Issuers default in the payment of the Change of Control applicable Interest Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant Date to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice registered as such at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding applicable regular record date pursuant to the Change of Control Payment Date;Notes and the Indenture. (6b) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by On the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andCompany shall, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 i) accept for payment all Notes are in global form and the Issuers make an offer to purchase all or portions of Notes of the 2028 Notes applicable series properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, a Holder together with an Officer’s Certificate stating (1) the aggregate principal amount of such 2028 series of Notes may exercise its option or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to elect for make a Change of Control Offer have been complied with and (3) that the purchase Change of Control Offer has been made in compliance with the 2028 Notes through the facilities of DTC, subject to its rules and regulationsIndenture. The Issuers Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 61.4, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 1.4 by virtue thereofof any such conflict. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers Company shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding not including, the date of purchase, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers Company shall send notice of such Change of Control Offer by electronic delivery first class mail or first-class mail, with a copy to the Trusteeelectronically, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with a copy to the procedures of DTCTrustee, with the following information: (1) a description of the transaction or transactions and identification of the ratings decline that together constitute a Change of Control Triggering Event and stating that a Change of Control Offer is being made pursuant to this Section 6 1017, and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment; (2) the purchase price and the purchase date, which will shall be no earlier than 20 Business Days and no 15 days nor later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will shall remain outstanding and continue to accrue interest; (4) that unless the Issuers default Company defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such 2028 the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 the Notes completed or otherwise in accordance with the procedures of DTCcompleted, to the Paying Agent paying agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that if less the paying agent receives, not later than all the close of such business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder’s 2028 , the principal amount of Notes are tendered for purchase, and a statement that such Holder will is withdrawing its tendered Notes and its election to have such Notes purchased; and (7) Holders whose Notes are being purchased only in part shall be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the which unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000);; provided that no Notes of less than $2,000 shall be redeemed in part. (7b) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make Company makes an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. . (c) The Issuers 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 such laws or regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 6Indenture, or compliance with the Change of Control Triggering Event provisions of this Indenture would constitute a violation of any such law or regulation, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 1017 by virtue thereof. (bd) On the Change of Control Payment Date, the Issuers Company shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the IssuersCompany. (ce) The Issuers Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that no Notes of $2,000 or less shall be redeemed in part and each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (f) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 6 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) notice of redemption has been given pursuant to Section 1105 unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified thereinEvent, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (dg) If In the event that Holders of not less than 90% in of the aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in accept a Change of Control Offer and the Issuers, Company (or any the third party making a the Change of Control Offer in lieu of the Issuers as set forth in clause (cdescribed above) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn held by such Holders, the Issuers or such third party Company shall have the right, upon not less than 10 15 nor more than 60 days’ prior notice, given not more than 30 days following such the purchase pursuant to the Change of Control Offer as set forth in this Section 6described above, to redeem (with respect to all of the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a redemption price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, includingplus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, interest on the Notes that remain outstanding to, but excludingnot including, the Second Change date of Control Payment Dateredemption, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Datedate. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence, after the Issue Date, of a Change of Control Triggering Event occursEvent, unless, prior each Holder shall have the right to require the Issuer to repurchase all or concurrently with the time the Issuers are required to make a Change any part of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officersuch Holder’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below in this Section 4.11 (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding not including, the purchase date of purchase, (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling occurring on or prior to the Change of Control Payment Purchase Date. ). (b) Within 30 days following any Change of Control Triggering Event, the Issuers Issuer shall send notice of such Change of Control Offer or cause to be sent by electronic delivery or first-class mailmail (or electronic transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder of the 2028 Notes to the Holder, at such Holder’s address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTCNote register, with the following information: a notice stating (1as applicable): (A) that a Change of Control Offer is being made pursuant to this Section 6 4.11 and that all 2028 Notes properly tendered pursuant to such shall be accepted for repurchase; (B) the Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price Purchase Price and the purchase date, which will be shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 20 Business Days and no business days nor later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Purchase Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7C) if such notice is sent delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on upon the occurrence of such Change of Control Triggering Event or such other conditions condition specified therein and describing shall describe each such condition, condition and, if applicable, stating that, in the Issuers’ Issuer’s discretion, the Change of Control Payment Purchase Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered)) as any and all such conditions shall be satisfied or waived, or that such purchase purchases may not occur and such notice may be rescinded in the event that the Issuers reasonably believe Issuer believes that any or all such conditions (including the occurrence of the such Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Purchase Date, or by the Change of Control Payment Purchase Date as so delayed; andand (D) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. (8) c) Holders electing to have a Note purchased shall be required to surrender the other instructionsNote, as determined with an appropriate form duly completed and attached to the Note, or transfer by book-entry transfer, to the Issuers, consistent with this Section 6, that a Holder must follow. While Issuer or its agent at the 2028 Notes are address specified in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant notice at least three Business Days prior to the Change of Control Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than the second Business Day prior to the Change of Control Purchase Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Note purchased. (d) Prior to 11:00 a.m. New York City time on the Change of Control Purchase Date, the Issuer shall irrevocably deposit with either the Trustee or with the Paying Agent (or, if the Issuer, the Parent Guarantor or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section 4.11. On the Change of Control Purchase Date, the Issuer shall deliver to the Trustee the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer for payment. The Trustee or the Paying Agent shall, on the Change of Control Purchase Date, mail or, in the case of Global Notes, deliver in accordance with the applicable procedures of DTC payment to each tendering Holder of the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer immediately after the Change of Control Purchase Date. (e) The Issuer shall not be required to make a Change of Control Offer if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (ii) in connection with or in contemplation of any Change of Control Triggering Event, the Issuer (or any affiliate of the Issuer) or a Holder third party has made an offer to purchase at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer or (iii) notice of redemption has been given pursuant to Section 3.08 to redeem all of the Notes, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control Triggering Event or conditioned upon the occurrence of such 2028 Notes may exercise its option to elect Change of Control Triggering Event, if a definitive agreement is in place for the purchase Change of Control at the 2028 time the Change of Control Offer or Alternate Offer is made. A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes through and/or Note Guarantees (but the facilities Change of DTCControl Offer and the Alternate Offer may not condition tenders on the delivery of such consents). (f) The Issuer shall comply, subject to its rules and regulations. The Issuers shall comply the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)this Section 4.11. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.11, the Issuers Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.11 by virtue thereof. (bg) On the Change of Control Payment DateSubject to Section 9.02(h), the Issuers shall, to obligation of the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required Issuer to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event 4.11 may be waived or modified at any time prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders holders of a majority in aggregate principal amount of the 2028 Notes then outstandingNotes. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unlessunless the Company has mailed or electronically delivered, or has caused to be mailed or electronically delivered, a notice of redemption pursuant to paragraph 5 of the Notes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, each Holder shall have the right to require the Company to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of such purchase (subject to the right of Noteholders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to or concurrently the date of such purchase), in accordance with the time the Issuers are required to make a terms set forth in this Section 4.8. (b) Within 30 days following any Change of Control OfferTriggering Event, unless the Issuers have Company has previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, electronically delivered a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions paragraph 5 of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base IndentureNotes, the Issuers Company shall make an offer mail by first-class mail, or electronically deliver if the Notes are held by the Depository, a notice to purchase all of the 2028 Notes pursuant each Holder with a copy to the offer described below Trustee (the “Change of Control Offer”) stating: (1) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as on the Issuers may determine (any Change date of Control Offer at a higher amountpurchase, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding to the date of purchase, purchase (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling an interest payment date occurring on or prior to the Change date of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerspurchase); (2) the purchase price circumstances and relevant facts regarding such Change of Control Triggering Event; (3) the purchase date, which will shall be no earlier than 20 Business Days 30 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayedmailed or electronically delivered, except in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment case of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the a conditional Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise made in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence advance of a Change of Control Triggering EventEvent pursuant to Section 4.8(f), stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating thatwhich, in the Issuers’ Company’s discretion, may provide that the Change of Control Payment Date may purchase date shall be delayed until such time as any or all such conditions shall be satisfied or waived (including more a date that is no later than 60 90 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event; (4) will not be satisfied if the notice is mailed or waived by electronically delivered prior to a Change of Control Triggering Event, that the Change of Control Payment Date, or by Offer is conditioned on the Change of Control Payment Date as so delayedTriggering Event occurring; and (8) 5) the other instructions, as determined by the IssuersCompany, consistent with this Section 64.8, that a the Holder must followfollow in order to have that Holder’s Notes purchased. (c) Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. While Holders will be entitled to withdraw their election if the 2028 Trustee or the Company receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. (d) On the purchase date, all Notes are in global form purchased by the Company under this Section 4.8 shall be delivered by the Company to the Trustee for cancellation, and the Issuers Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. (e) Notwithstanding the foregoing provisions of this Section 4.8, the Company shall not be required to make an offer a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.8 applicable to purchase a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. (f) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and may be conditional upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the 2028 Notes pursuant to making of the Change of Control Offer. (g) The Company shall comply, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTCextent applicable, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)this Section 4.8. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6Section, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.8 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in its compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event securities laws or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offerregulations. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior each Holder will have the right to or concurrently with require that the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to Company purchase all or a portion of the 2028 such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest, if any, thereon to the date of purchase (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding in accordance with the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Dateprocedures set forth below. Within 30 days following any the date on which the Change of Control Triggering EventEvent occurs, the Issuers shall Company must send notice of such Change of Control Offer by electronic delivery or first-class mail, or otherwise deliver to each Holder in accordance with the applicable procedures of the Depository Trust Company, a notice to each Holder, with a copy to the Trustee, to each Holder which notice shall govern the terms of the 2028 Notes to the address Change of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationControl Offer. Such notice shall state: (1) that a the Change of Control Offer is being made pursuant to this Section 6 4.07 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will shall be accepted for payment by the Issuerspayment; (2) the purchase price Change of Control Payment and the purchase date, date (which will shall be a Business Day no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived); (3) that any 2028 Note not properly tendered will remain outstanding and shall continue to accrue interest; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 any Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date; (5) that Holders electing accepting the offer to have any 2028 their Notes purchased pursuant to a Change of Control Offer will shall be required to surrender such 2028 the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTCNote completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their acceptance if less the Paying Agent receives, not later than all the close of such business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder’s 2028 , the principal amount of the Notes are tendered delivered for purchase, and a statement that such Holder will is withdrawing his election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part shall be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered surrendered; (8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered, and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. Subject to applicable Depository procedures with respect to Global Notes, the Paying Agent shall as promptly as practicable mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Company and the Trustee shall as promptly as practicable execute and authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note in principal amount equal to any unpurchased portion of the 2028 Notes must surrendered, if any; provided however, that each such new Note shall be equal to in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers 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 such laws or and regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.07, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 6 4.07 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 2036 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 2036 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 2036 Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 2036 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 2036 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 2036 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 2036 Notes, all 2028 2036 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 2036 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 2036 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 2036 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 2036 Notes are tendered for purchase, such Holder will be issued new 2028 2036 Notes (or, in the case of Global Securities, such 2028 2036 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 2036 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 2036 Notes surrendered (the unpurchased portion of the 2028 2036 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 2036 Notes are in global form and the Issuers make an offer to purchase all of the 2028 2036 Notes pursuant to the Change of Control Offer, a Holder of such 2028 2036 Notes may exercise its option to elect for the purchase of the 2028 2036 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 2036 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 2036 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 2036 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 2036 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 2036 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 2036 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 2036 Notes validly tender and do not withdraw such 2028 2036 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 2036 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 2036 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 2036 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 2036 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 2036 Notes and/or the Note Guarantees so long as the tender of 2028 2036 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 2036 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 2031 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 2031 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 2031 Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 2031 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 2031 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 2031 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 2031 Notes, all 2028 2031 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 2031 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 2031 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 2031 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 2031 Notes are tendered for purchase, such Holder will be issued new 2028 2031 Notes (or, in the case of Global Securities, such 2028 2031 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 2031 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 2031 Notes surrendered (the unpurchased portion of the 2028 2031 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 2031 Notes are in global form and the Issuers make an offer to purchase all of the 2028 2031 Notes pursuant to the Change of Control Offer, a Holder of such 2028 2031 Notes may exercise its option to elect for the purchase of the 2028 2031 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 2031 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 2031 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 2031 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 2031 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 2031 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 2031 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 2031 Notes validly tender and do not withdraw such 2028 2031 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 2031 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 2031 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 2031 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 2031 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 2031 Notes and/or the Note Guarantees so long as the tender of 2028 2031 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 2031 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Except as otherwise provided in Section 9.7(b), the Issuers must commence, within 30 days after the occurrence of a Change of Control Triggering Event occursEvent, unlessand, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant subject to the optional redemption terms set forth in the Officer’s Certificateand conditions of such Offer to Purchase, supplemental indenture or resolutions of the Issuers’ Boardsthereafter consummate an Offer to Purchase all Notes then outstanding, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as of the Issuers may determine (any Change of Control Offer at a higher amountNotes, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding not including, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 6Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Triggering Event provisions of this Section 6 Indenture by virtue thereofof such compliance. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall will not be required to make an Offer to Purchase as a result of a Change of Control Offer Triggering Event if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 Indenture applicable to a Change of Control an Offer to Purchase made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change Offer to Purchase or if notice of Control Offerredemption has been given pursuant to Section 5, Section 6 or Section 7 of the Notes. Notwithstanding anything to the contrary contained herein, a Change of Control an Offer (including, for the avoidance of doubt, an Alternate Offer) to Purchase may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making the Offer to Purchase is made. The notice, if sent prior to the occurrence of the Change of Control OfferTriggering Event, will state that the Change of Control Triggering Event Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Payment Date; provided, that if such Change of Control Trigger Event occurs after such proposed Payment Date and such Change of Control Triggering Event Offer is therefore not consummated, the Issuers shall make a Change of Control Triggering Event Offer within 30 days following a Change of Control Triggering Event, if any. (dc) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes held by non-Affiliates validly tender and do not withdraw such 2028 Notes in a Change of Control an Offer to Purchase and the Issuers, or any third party making a Change of Control the Offer to Purchase in lieu of the Issuers as set forth in clause (c) of this Section 6described above, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall will have the right, upon not less than 10 30 days nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6to Purchase, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, thereof plus accrued and unpaid interest thereonto, but not including, the date of redemption.

Change of Control Triggering Event. The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a1) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice occurs with respect to all the outstanding 2028 Notes, unless the Company shall have redeemed the Notes pursuant to the optional redemption terms in full, as set forth in Section 1.4A or 1.4B, the Officer’s Certificate, supplemental indenture Company shall have defeased the Notes or resolutions of have satisfied and discharged the Issuers’ BoardsNotes, as applicable, governing the 2028 Notes or pursuant to Section 11.01 set forth in Article XI of the Base Indenture, the Issuers Company shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) to each Holder to repurchase any and all of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as of the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) Notes to be repurchased (such priceprincipal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), the “Change of Control Payment”) plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding excluding, the date of purchase, subject to repurchase (the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the “Change of Control Payment DatePayment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Issuers shall send notice of such Holders describing the transaction or transactions that constitute the Change of Control Offer by electronic delivery or first-class mail, with a copy Triggering Event and offering to repurchase the Trustee, to each Holder of Notes on the 2028 Notes to the address of such Holder appearing date specified in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase datenotice, which date will be no earlier than 20 Business Days 15 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”); provided . Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless payable on the Issuers default in the payment of the Change of Control applicable Interest Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant Date to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice registered as such at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding applicable regular record date pursuant to the Change of Control Payment Date;Notes and the Indenture. (62) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by On the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andCompany shall, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 i) accept for payment all Notes are in global form and the Issuers make an offer to purchase all or portions of the 2028 Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Holder Change of such 2028 Notes may exercise its option to elect for Control Offer have been complied with and (3) that the purchase Change of Control Offer has been made in compliance with the 2028 Notes through the facilities of DTC, subject to its rules and regulations. Indenture. (3) [Reserved] (4) The Issuers Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 61.5, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 1.5 by virtue thereofof any such conflict. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to unless the Company has previously or substantially concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, therewith delivered a redemption notice with respect to all of the outstanding 2028 Notes pursuant to the optional redemption terms as set forth in the Officer’s Certificate, supplemental indenture under Section 5.7(a) or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture5.7(d), the Issuers shall Company will make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Triggering Event Offer”) to purchase all of the Notes at a price in cash (the “Change of Control Triggering Event Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Dateinterest payment date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send Issuer will deliver or cause to be delivered notice of such Change of Control Triggering Event Offer electronically in accordance with the procedures of DTC or by electronic delivery or first-first class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTCregister, with the following information: (1) that a Change of Control Triggering Event Offer is being made pursuant to this Section 6 3.9, and that all 2028 Notes properly tendered pursuant to such Change of Control Triggering Event Offer will be accepted for payment by the IssuersIssuer; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent delivered (the “Change of Control Triggering Event Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default Issuer defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesTriggering Event Payment, all 2028 Notes accepted for payment pursuant to the Change of Control Triggering Event Offer will cease to accrue interest interest, on the Change of Control Triggering Event Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Triggering Event Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTCcompleted, to the applicable Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Triggering Event Payment Date, or otherwise comply with DTC procedures; (6) that if less Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the applicable Paying Agent receives, not later than all the close of such Holder’s 2028 business on the second Business Day prior to the expiration date of the Change of Control Triggering Event Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes are tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased, or otherwise comply with DTC procedures; (7) that Holders whose Definitive Notes are being purchased only in part will be issued new 2028 Definitive Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Definitive Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the surrendered. The unpurchased portion of the 2028 Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof)of $2,000; (7) 8) if such notice is sent delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Triggering Event Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) 9) the other instructions, as determined by the IssuersIssuer, consistent with this Section 63.9, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer The applicable Paying Agent will promptly deliver to purchase all each Holder of the 2028 Notes pursuant to tendered the Change of Control OfferTriggering Event Payment for such Notes, a and the Trustee shall promptly authenticate and mail to each Holder of such 2028 Notes may exercise its option a partially purchased Definitive Note a new Definitive Note equal in principal amount to elect for the purchase any unpurchased portion of the 2028 Definitive Notes through the facilities surrendered, if any; provided that each such new Definitive Note will be in a minimum principal amount of DTC, subject to its rules and regulations$2,000 or an integral multiple of $1,000 in excess thereof. The Issuers shall comply with Issuer will publicly announce the requirements results of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Triggering Event Offer (includingon or as soon as practicable after the Change of Control Triggering Event Payment Date. If the Change of Control Triggering Event Payment Date is on or after a regular record date and on or before the related interest payment date, for any accrued and unpaid interest will be paid on the avoidance Change of doubt, an Alternate Offer). To Control Triggering Event Payment Date to the extent that Person in whose name a Note is registered at the provisions close of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereofbusiness on such record date. (b) On the Change of Control Triggering Event Payment Date, the Issuers shallIssuer will, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them it or portions thereof properly tendered pursuant to the Change of Control Triggering Event Offer, (2) deposit with the applicable Paying Agent an amount equal to the aggregate Change of Control Triggering Event Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the IssuersIssuer. (c) The Issuers shall Issuer will not be required to make a Change of Control Triggering Event Offer following a Change of Control Triggering Event if (x) a third party makes the Change of Control Triggering Event Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 Indenture applicable to a Change of Control Triggering Event Offer made by the Issuers Issuer and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Triggering Event Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.7 hereof 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. (d) Notwithstanding anything to the contrary hereinin this Section 3.9, a Change of Control Triggering Event Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified thereinEvent, if a definitive agreement is in place for the relevant Change of Control at the time of making of the Change of Control Triggering Event Offer. (de) If Holders of not less than 90% While the Notes are in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer global form and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases Issuer makes an offer to purchase all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6Triggering Event Offer, a Holder shall exercise its option to redeem (with respect to elect for the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change Notes through the facilities of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment DateDTC, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 its rules and 3.06 of the Base Indentureregulations. (f) The provisions of this Section 6 relating Issuer will comply, to the Issuers’ obligation extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to make a Change the extent such laws or regulations are applicable in connection with the repurchase of Control Offer upon the Notes pursuant to a Change of Control Triggering Event may be waived Offer. To the extent that the provisions of any securities laws, rules or modified at any time regulations conflict with the written consent provisions of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the this Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender Issuer shall not be deemed to have breached its obligations described in this Indenture by virtue of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holdercompliance therewith. In addition, the Issuers or The Issuer may rely on any third party approved in writing no-action letters issued by the Issuers SEC indicating that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% staff of the aggregate principal amount of SEC will not recommend enforcement action in the 2028 Notes being repurchased, plus accrued and unpaid interest thereonevent a tender offer satisfies certain conditions.

Change of Control Triggering Event. (a) If Upon a Change of Control Triggering Event occursEvent, unless, prior each Holder shall have the right to or concurrently with the time require the Issuers are required to make a Change repurchase all or any part of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 such Holder’s Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchase, repurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on Date), in accordance with the terms contemplated in this Section 4.02; provided, however, that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.02 in the event that they have exercised their right to redeem such Notes in accordance with Section 3.01. In the event that at the time of such Change of Control Triggering Event the terms of any Indebtedness of the Issuers restrict or prohibit the repurchase of Notes pursuant to this Section 4.02, then prior to the Change mailing or sending electronically of Control Payment Date. Within the notice to Holders provided for in the immediately following paragraph but in any event within 30 days following any Change of Control Triggering Event, the Issuers shall send notice shall: (1) repay in full all such Indebtedness or, if doing so will allow the purchase of such Notes, offer to repay in full all such Indebtedness and repay all Indebtedness of each lender who has accepted such offer; or (2) obtain the requisite consent under the agreements governing such Indebtedness to permit the repurchase of such Notes as provided for in Section 4.02(b). (b) Within 30 days following any Change of Control Offer by electronic delivery Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Notes in accordance with Section 3.01, the Issuers shall mail or first-class mail, send electronically a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationTrustee stating: (1) that a Change of Control Offer is being made pursuant to this Section 6 Triggering Event has occurred and that all 2028 such Holder has the right to require the Issuers to repurchase such Holder’s Notes properly tendered pursuant at a repurchase price in cash equal to such Change 101% of Control Offer will be accepted for payment by the Issuersprincipal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date); (2) the purchase price circumstances and relevant facts and financial information regarding such Change of Control Triggering Event; (3) the purchase date, repurchase date (which will shall be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”sent); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest;and (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as instructions determined by the Issuers, consistent with this Section 64.02, that a Holder must followfollow in order to have its Notes purchased. (c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. While The Holders shall be entitled to withdraw their election if the 2028 Trustee or the Issuers receives not later than one Business Day prior to the purchase date a facsimile transmission or letter sent to the address specified in Section 17.03 of the Base Indenture setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in global form part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (d) On the purchase date, all Notes purchased by the Issuers under this Section 4.02 shall be delivered to the Trustee for cancellation, and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for shall pay the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, price plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the IssuersHolders entitled thereto. (ce) The Issuers shall not be required to make a A Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such Change of Control Triggering Event or such other conditions specified thereinControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (df) Notwithstanding the other provisions of this Section 4.02, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.02 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. (g) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6described above, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall will have the right, upon not less than 10 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6described above, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, thereof plus accrued and unpaid interest thereonto but excluding the date of redemption.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior each Holder shall have the right to require that the Company repurchase all or concurrently with the time the Issuers are required to make a Change portion of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 such Holder’s Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding to the date of purchase, repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to Date), in accordance with the Change provisions of Control Payment Datethe next paragraph. Within 30 days following any Change of Control Triggering EventEvent or, at the Issuers shall send notice Company’s option, prior to the occurrence of such a Change of Control Offer by electronic delivery Triggering Event, but after the public announcement of the transaction that constitutes or first-class mailmay constitute a Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationstating: (1a) that a Change of Control Offer is being made pursuant to this Section 6 Triggering Event has occurred or will occur and that all 2028 such Holder has the right to require the Company to purchase such Holder’s Notes properly tendered pursuant at a purchase price in cash equal to 101% of the principal amount outstanding at the Repurchase Date plus accrued and unpaid interest, if any, to the Repurchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date) (the “Repurchase Price”); (b) the circumstances and relevant facts and relevant financial information regarding such Change of Control Offer will be accepted for payment by the IssuersTriggering Event; (2c) the purchase price and the purchase date, repurchase date (which will shall be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent mailed) (the “Change of Control Payment Repurchase Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3d) that any 2028 Note not properly tendered or accepted for payment will remain outstanding and continue to accrue interest; (4e) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Repurchase Date; (5f) that Holders electing to have any 2028 Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of such 2028 Notes completed or otherwise in accordance with the procedures of DTCNote completed, to the Paying Agent specified in the notice at the address specified in the notice prior to at least five days before the close of business on the third (3rd) Business Day preceding the Change of Control Payment Repurchase Date; (6g) that Holders will be entitled to withdraw their election if less the Paying Agent receives, not later than all three days prior to the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of such the Holder’s 2028 Notes are tendered , the principal amount of the Note the Holder delivered for purchase, purchase and a statement that such Holder is withdrawing his election to have the Note purchased; and (h) that Holders whose Notes were purchased only in part will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) surrendered. The notice shall, if such notice is sent mailed prior to the occurrence date of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence consummation of the Change of Control Triggering Event) will not be satisfied or waived by , state that the right to require the Company to purchase such Holders’ Notes is conditioned on the Change of Control Payment Date, Triggering Event occurring on or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant prior to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulationsRepurchase Date. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On the Change of Control Payment Repurchase Date, the Issuers shall, to the extent permitted by law, Company shall (1i) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, tendered, (2ii) deposit with the Paying Agent an amount equal money sufficient to pay the aggregate Change of Control Payment in respect Repurchase Price of all 2028 Notes or portions thereof so tendered, plus accrued accepted and unpaid interest thereon, and (3iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased accepted for payment by the Issuers. (c) Company. The Issuers Paying Agent shall not be required promptly mail or deliver to make a Change Holders of Control Offer if a third party makes the Change of Control Offer (includingNotes so accepted, for the avoidance of doubt, payment in an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything amount equal to the contrary hereinRepurchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made new Note equal in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu unpurchased portion of the Issuers Note surrendered. The Company will publicly announce the results on the Repurchase Date or as set forth in clause (c) soon as practicable thereafter. For purposes of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders4.03, the Issuers or such third party Trustee shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long act as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereonPaying Agent.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unlessunless the Company has exercised its option to redeem the Notes as described in Section 3.1 hereof, prior to or concurrently with the time the Issuers are Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect Company shall be required to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a price payment in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountNotes repurchased, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding not including, the repurchase date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the (a “Change of Control Payment DatePayment”). Within 30 days following any Change of Control Triggering EventEvent or, at the Issuers 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 send notice be mailed to Holders of such the Notes describing the transaction that constitutes or may constitute the Change of Control Offer by electronic delivery or first-class mail, with a copy Triggering Event and offering to repurchase such Notes on the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing repurchase date specified in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase dateapplicable notice, which will date shall be no earlier than 20 Business Days 30 days and no later than 60 days from the date on which such notice is sent mailed (the a “Change of Control Payment Date”). (b) The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring prior to or on the applicable Change of Control Payment Date specified in the notice. (c) On any applicable Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer; provided that and (iii) 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 repurchased. (d) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company, and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date may be delayedan Event of Default under the Indenture, in the Issuers’ discretion, until such time (including more other than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers a default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of upon a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers 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 such those laws or and regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 6the Notes, the Issuers Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 6 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making provisions of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery virtue of consents by any such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereonconflict.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Issue Date, unless, prior to to, or concurrently with with, the time the Issuers are Company is required to make a Change of Control Offer, the Issuers have Company has previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Outstanding Notes pursuant to the optional redemption terms set forth as described in the Officer’s Certificate, supplemental indenture Section 401 or resolutions 1105 of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base this Indenture, the Issuers shall Company will make an offer to purchase repurchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a price (as may be calculated by the Company) in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, interest to, but excluding excluding, the date of purchaserepurchase, subject to the right rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall Company (or, at the Company’s request and expense, the Trustee, in the name of the Company) will send notice of such Change of Control Offer by electronic delivery or first-class mailin accordance with Section 107, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 1009 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerspayment; (2) the purchase repurchase price and the purchase repurchase date, which will be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that , except in the case of a conditional Change of Control Payment Date may be delayed, Offer made in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) advance of a Change of Control Triggering Event as any or all such conditions referred to in clause (7) below shall be satisfied or waiveddescribed below; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased repurchased pursuant to a Change of Control Offer will be required to surrender such 2028 the Notes, with the form entitled “Option of Holder to Elect PurchaseRepurchase” on the reverse of such 2028 the Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less Holders will be entitled to withdraw their tendered Notes and their election to require the Company to repurchase such Notes, provided that the Paying Agent receives, not later than all the close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile or other electronic transmission or letter setting forth the name of the Holder or otherwise in accordance with the procedures of DTC, the principal amount of Notes tendered for repurchase, and a statement that such Holder is withdrawing such Holder’s 2028 tendered Notes and such Holder’s election to have such Notes repurchased; (7) that Holders whose Notes are tendered for purchase, such Holder being repurchased only in part will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased unrepurchased portion of the 2028 Notes surrendered (the unpurchased surrendered, which unrepurchased portion of the 2028 Notes must be equal to $2,000 or an a $1,000 integral multiple of $1,000 in excess thereof); (7) 8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such and any other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ Company’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), including by electronic transmission) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe Company shall determine that any or all such conditions (including the occurrence of the Change of Control Triggering Event) Event will not be satisfied or waived occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the 9) such other instructions, as determined by the IssuersCompany, consistent with this Section 61009, that a Holder must follow. While If the 2028 Notes are in global form and the Issuers make Company makes an offer to purchase repurchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase repurchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 6 Indenture by virtue thereof. (b) . On the Change of Control Payment Date, the Issuers shallCompany will, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, tendered and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased repurchased by the Issuers. (c) Company. The Issuers shall Paying Agent will promptly send to each Holder of Notes that were properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any, provided that each such new Note will be in a principal amount of $2,000 or a $1,000 integral multiple in excess thereof. The Company will not be required to make a Change of Control Offer if a third party another Person makes the such Change of Control Offer (including, for the avoidance contemporaneously with or upon a Change of doubt, an Alternate Offer) Control Triggering Event in the manner, and at the times set forth in the Indenture and otherwise in compliance with the requirements set forth in of this Section 6 applicable to a Change of Control Offer made by the Issuers Indenture and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon and settlement delayed until such Change of Control Triggering Event or such other conditions specified thereinEvent, if a definitive agreement is in place for the Change of Control at the time of making of the such a Change of Control Offer. (d) If . Notwithstanding any other provision hereof, in connection with any tender offer or Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2028 then Outstanding Notes validly tender and do not validly withdraw such 2028 Notes in a Change of Control Offer such offer and the IssuersCompany, or any third party other Person making a Change of Control Offer such offer in lieu of the Issuers as set forth in clause (c) of this Section 6Company, purchases all of the 2028 Notes that have been validly tendered and not validly withdrawn by such Holders, the Issuers Company or such third party shall other Person will have the right, right upon not less than 10 days nor more than 60 days’ prior notice, given not more than 30 60 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6date, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding Outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment price offered to each other Holder in such offer (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Paymentwhich may be less than par) in respect of the Second Change of Control Payment Date, includingplus, to the extent not included in the Change of Control Paymentoffer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Redemption Date, (subject to the right of Holders of record of 2028 Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date falling on or prior to or on the Second Change of Control Payment applicable Redemption Date). (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior each Holder shall have the right to or concurrently with the time require the Issuers are required to make a Change repurchase all or any part of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officersuch Holder’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding to the date of purchase, repurchase (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Payment Date. Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised their right to redeem such Securities in accordance with Article 3 of this Indenture. (b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuers shall send a notice of such (a “Change of Control Offer by electronic delivery or first-class mail, Offer”) to each Holder with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationTrustee stating: (1i) that a Change of Control Offer is being made pursuant to this Section 6 Triggering Event has occurred and that such Holder has the right to require the Issuers to purchase all 2028 Notes properly tendered pursuant or a portion of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (ii) the circumstances and relevant facts and information regarding such Change of Control Offer will be accepted for payment by the IssuersTriggering Event; (2iii) the purchase price and the purchase date, repurchase date (which will shall be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”sent); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) iv) the other instructions, as instructions determined by the Issuers, consistent with this Section 64.08, that a Holder must followfollow in order to have its Securities purchased. (c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuers at the address specified in the Change of Control Offer at least three Business Days prior to the purchase date. While The Holders shall be entitled to withdraw their election if the 2028 Notes Trustee or the Issuers receive not later than two Business Days prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Security purchased. Holders whose Securities are purchased only in global form part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (d) On the purchase date, all Securities purchased by the Issuers under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Issuers shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. (e) Notwithstanding the foregoing provisions of this Section 4.08, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Issuers and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. (f) At the time the Issuers deliver Securities to the Trustee that are to be accepted for purchase, the Issuers shall also deliver an offer Officer’s Certificate stating that such Securities are to purchase all of be accepted by the 2028 Notes Issuers pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (g) Prior to any Change of Control Offer, a Holder of such 2028 Notes may exercise its option the Issuers shall deliver to elect for the purchase Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the 2028 Notes through the facilities of DTC, subject Issuers to its rules and regulations. make such offer have been complied with. (h) The Issuers shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes Securities pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.08, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 6 4.08 by virtue thereof. (bi) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a A Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such Change of Control Triggering Event or (subject to any extensions to the extent set forth in the notice of such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer). (dj) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes Securities validly tender and do not withdraw such 2028 Notes Securities in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6Issuers, purchases purchase all of the 2028 Notes that have been Securities validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 30 nor more than 60 days’ prior notice, which notice must be given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6Offer, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes Securities that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, thereof plus accrued and unpaid interest thereonto but excluding the date of redemption.

Change of Control Triggering Event. (a) If Within 30 days following the occurrence of a Change of Control Triggering Event occursEvent, unless, prior unless we have exercised our option to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to redeem all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of such series as described under Section 5 of the Issuers’ BoardsNotes, as applicable, governing each holder of Notes shall have the 2028 Notes or pursuant right to Section 11.01 of require that the Base Indenture, the Issuers shall Company make an offer to purchase all such holder’s Notes of such series at a purchase price in cash equal to 101% of the 2028 Notes pursuant principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to but excluding the date of purchase. If the Change of Control purchase date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the offer Change of Control purchase date will be paid on the Change of Control purchase date to the Person in whose name a Note is registered at the close of business on such record date. Within 30 days following the occurrence of a Change of Control Triggering Event, unless the Company has exercised its option to redeem all the Notes of such series as described below under Section 5 of the Notes, the Company will mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC) a notice to each holder of Notes with a copy to the Trustee (the “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationstating: (1) that a Change of Control Offer is being made pursuant to this Section 6 Triggering Event has occurred and that all 2028 such holder has the right to require the Company to purchase such holder’s Notes properly tendered pursuant of such series at a purchase price in cash equal to such Change 101% of Control Offer will be accepted for payment by the Issuersprincipal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to but excluding the date of purchase; (2) the purchase price and the purchase date, date (which will shall be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent sent) (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived;and (3) the instructions, as determined by the Company, consistent with the covenant described hereunder, that any 2028 Note a holder must follow in order to have its Notes purchased. The Company will not properly tendered will remain outstanding and continue be required to accrue interest; (4) that unless the Issuers default in the payment of the make a Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer will cease to accrue interest on in the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Change of Control Offer will be required to surrender such 2028 Notes, with made by the form entitled “Option of Holder to Elect Purchase” on the reverse Company and purchases all Notes of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of series validly tendered and not withdrawn under such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on or if the occurrence Company has exercised its option to redeem all the Notes of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes series pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase provisions described under Section 5 of the 2028 Notes through the facilities of DTC, subject to its rules and regulationsNotes. The Issuers shall comply Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of 2028 Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6the covenant described hereunder, the Issuers shall Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its our obligations under this Section 6 the covenant described hereunder by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in our compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offersecurities laws or regulations. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified thereinEvent, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer. In such case, the notice shall state that, in the Company’s (or such third party offeror’s) discretion, the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of purchase date may be delayed until such time as the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the IssuersTriggering Event shall have occurred, or any third party making a such repurchase may not occur and such notice may be rescinded in the event that the Change of Control Offer in lieu Triggering Event shall not have occurred by the Change of Control purchase date, or by the Issuers Change of Control purchase date as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by so delayed. If any such Holdersrepurchase shall be rescinded or delayed, the Issuers or such third party Company shall have provide written notice to the right, upon not less than 10 nor more than 60 days’ holders of Notes and the Trustee prior notice, given not more than 30 days following such purchase pursuant to the close of business at least two Business Days prior to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (unless a shorter period shall be agreed to by the “Second Change of Control Payment Date”Trustee). Upon the Company’s written request given at least five (5) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or Business Days prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 date such notice shall be made pursuant sent (unless the Trustee consents to a shorter period), the Trustee shall (on at the date specified in such written request or promptly after such time) forward such notice to the provisions of Sections 3.02, 3.05 holders in the Company’s name and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the Company’s expense in the same time as consents are solicited with respect to an amendment, supplement or waiver manner in which the notice of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereonredemption was given.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior each Holder of Notes will have the right (unless the Company has exercised its right to or concurrently with redeem all of the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the then outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions Section 5 of the Issuers’ Boards, as applicable, governing Notes by sending (or causing the 2028 Notes or pursuant Trustee to Section 11.01 send) a notice of redemption) to require that the Base Indenture, the Issuers shall make an offer to Company purchase all or a portion of the 2028 such Holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, interest to, but excluding excluding, the date applicable Change of purchase, Control Payment Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant any Interest Payment Date falling on or prior to the Change of Control Payment Date. ) (the “Change of Control Purchase Price”). (b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent shall have occurred, the Issuers shall send Company must (unless the Company has exercised its right to redeem all of the Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of such Change of Control Offer redemption) send, by electronic delivery or first-first class mail, a notice to each Holder of Notes (or, in the case of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, to each Holder which notice shall govern the terms of the 2028 Notes to the address Change of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationControl Offer. Such notice shall state: (1) that a the Change of Control Offer is being made pursuant to this Section 6 Indenture and that all 2028 Notes properly that are validly tendered pursuant to such Change of Control Offer and not withdrawn will be accepted for payment by the Issuerspayment; (2) the purchase price Change of Control Purchase Price and the purchase date, which will must be a Business Day no earlier than 20 Business Days and no 10 days nor later than 60 days from the date such notice is sent mailed (or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Payment DateDate (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent; (5) that Holders electing to have any 2028 Notes a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the remaining principal amount of any such Note surrendered for repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof; (6) that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender such 2028 Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with attached to the procedures of DTCNote duly completed, to the Paying Agent specified in the notice Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (3rd7) that a Holder will be entitled to withdraw its election if the Company receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Notes purchased; and (8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered. (c) On or before the Change of Control Payment Date for the Notes, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; (62) deposit with a Paying Agent an amount equal to the payment due in respect of all Notes or portions thereof so tendered and not withdrawn; (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted for payment; and (4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the applicable provisions of this Indenture. (d) The Company, the depositary, if less than all any, appointed by the Company for such Change of such Holder’s 2028 Notes are tendered for purchaseControl Offer or a Paying Agent, such Holder will be issued new 2028 Notes as the case may be, shall promptly mail or deliver (or, in the case of Global SecuritiesNotes, such 2028 deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes shall be reduced validly tendered by such amount of Securities that Holder and not withdrawn and accepted by the Holder has tenderedCompany for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) and such new 2028 Notes will be equal Note to such Holder, in aggregate a principal amount equal to the any unpurchased portion of the 2028 Notes surrendered Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the unpurchased portion contrary, no Officers’ Certificate or Opinion of Counsel will be required for the 2028 Notes must Trustee to authenticate and mail or deliver any such new Note). Any Note not so accepted shall be equal promptly mailed or delivered (including by book-entry transfer) by the Company or the Trustee to $2,000 or an integral multiple of $1,000 in excess the Holder thereof);. (7e) if such notice is sent prior Interest on Notes (or portions thereof) validly tendered and not withdrawn pursuant to the occurrence of a Change of Control Triggering Event, stating that Offer will cease to accrue on and after the applicable Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Offer is conditional on Purchase Price of the occurrence of such Notes). (f) If the Change of Control Triggering Event Payment Date is on or such other conditions specified therein after a Record Date and describing each such conditionon or before the related Interest Payment Date for the Notes, andany accrued and unpaid interest on the Notes to, if applicable, stating that, in the Issuers’ discretionbut excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date. (g) The Company will not be required to make a Change of Control Offer for the Notes upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture that are applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be delayed until such time as any made in advance of a Change of Control or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including a Change of Control Triggering Event conditioned upon the occurrence of the such a Change of Control or Change of Control Triggering Event) will not be satisfied or waived by the , if a definitive agreement regarding such Change of Control Payment Date, or by is in effect at the Change time of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to making the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. . (h) The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6Indenture relating to a Change of Control Offer, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 6 Indenture by virtue thereof. (bi) On the Change The provisions of Control Payment Date, the Issuers shall, this Indenture relating to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an OfficerCompany’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required obligation to make an offer to repurchase the Notes as a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance result of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for (including the Change of Control at the time of making of the Change of Control Offer. (ddefinitions relating thereto) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or terms of any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Dateoffer may, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided limitations set forth in this Section 69.02, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstandingoutstanding Notes. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior unless the Company has exercised its right to or concurrently with redeem the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or Offered Securities pursuant to Section 11.01 1.1(6) hereof or Section 14.01 of the Base Indenture, each Holder will have the Issuers shall make an offer right to require that the Company purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), of the 2028 Notes such Holder’s Offered Securities pursuant to the offer described below Section 1.3(3)(b) hereof (the “Change of Control Offer”) ), at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding to the date of purchase, subject to . (b) Within 30 days following the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to date upon which the Change of Control Payment Date. Within 30 days following Triggering Event occurred, or at the Company’s option, prior to any Change of Control Triggering EventControl, but after the public announcement of the Change of Control, the Issuers Company shall send notice of such Change of Control Offer send, by electronic delivery or first-first class mail, a notice to each Holder, with a copy to the Trustee, to each Holder which notice shall govern the terms of the 2028 Notes to Change of Control Offer. Such notice shall describe the address transaction or transactions that constitute the Change of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationControl and shall state: (1A) that a the Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change 1.3(3) of Control Offer will be accepted for payment by the Issuersthis Twentieth Supplemental Indenture; (2B) that the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the purchase price and and, that on the purchase datedate specified in such notice, which will date shall be no earlier than 20 Business Days 30 days and no later than 60 days from the date such notice is sent mailed, other than as may be required by law (the “Change of Control Payment Date”); provided , the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3); (C) if mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waivedDate; (3D) that any 2028 Note Offered Security not properly tendered will remain outstanding and or accepted for payment shall continue to accrue interest; (4E) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notesmaking such payment, all 2028 Notes Offered Securities accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date; (5F) that Holders electing to have any 2028 Notes an Offered Security purchased pursuant to a Change of Control Offer will may elect to have all or any portion of such Offered Security purchased; (G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender such 2028 Notestheir Offered Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Offered Security, or such 2028 Notes completed other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or otherwise in accordance with transfer the procedures of DTCOffered Security by book-entry transfer, to the Paying Agent specified in the notice paying agent at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding prior to the Change of Control Payment Date; (6H) that Holders shall be entitled to withdraw their election if less the Company, the Depositary or the paying agent, as the case may be, receives, not later than all the expiration of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder’s 2028 Notes H▇▇▇▇▇ is withdrawing its election to have such Offered Security purchased; (I) that Holders whose Offered Securities are tendered for purchase, such Holder will purchased only in part shall be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes Securities surrendered (or transferred by book-entry transfer); and (J) the unpurchased portion CUSIP number or ISIN, if any, printed on the Offered Securities being repurchased and that no representation is made as to the correctness or accuracy of the 2028 Notes must be equal to $2,000 CUSIP number or an integral multiple of $1,000 ISIN, if any, listed in excess thereof);such notice or printed on the Offered Securities. (7c) if such notice is sent prior The Company will not be required to the occurrence of make a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of if a third party makes such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, an offer in the Issuers’ discretionmanner, at the Change of Control Payment Date may be delayed until times and otherwise in compliance with the requirements for such time as any or all such conditions shall be satisfied or waived (including more than 60 days after an offer made by the notice is mailed or delivered), or that such purchase may not occur Company and such notice may be rescinded in the event that the Issuers reasonably believe that any or third party purchases all such conditions (including the occurrence of the Change of Control Triggering Event) will Offered Securities properly tendered and not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andwithdrawn under its offer. (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. d) The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 Notes Offered Securities pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 61.3(3), the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 6 1.3(3) by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice occurs with respect to all the outstanding 2028 Notes, unless the Company shall have redeemed the Notes pursuant to the optional redemption terms in full, as set forth in Section 1.3 of this Seventh Supplemental Indenture or the Officer’s Certificate, supplemental indenture Company shall have defeased the Notes or resolutions of have satisfied and discharged the Issuers’ BoardsNotes, as applicable, governing the 2028 Notes or pursuant to Section 11.01 set forth in Article Eleven of the Base Indenture, the Issuers Company shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) to each holder of the Notes to repurchase any and all of such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as of the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) Notes to be repurchased (such priceprincipal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), the “Change of Control Payment”) plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding excluding, the date of purchase, subject to repurchase (the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the “Change of Control Payment DatePayment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the Issuers shall send notice of such Notes describing the transaction or transactions that constitute the Change of Control Offer by electronic delivery or first-class mail, with a copy Triggering Event and offering to repurchase the Trustee, to each Holder of Notes on the 2028 Notes to the address of such Holder appearing date specified in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase datenotice, which date will be no earlier than 20 Business Days 15 days and no later than 60 days from the date such notice is sent mailed (the “Change of Control Payment Date”); provided that . Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless payable on the Issuers default in the payment of the Change of Control applicable Interest Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant Date to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse Securityholders of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice registered as such at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding applicable regular record date pursuant to the Change of Control Payment Date;Notes and the Indenture. (6b) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by On the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andCompany shall, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 i) accept for payment all Notes are in global form and the Issuers make an offer to purchase all or portions of the 2028 Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Holder Change of such 2028 Notes may exercise its option to elect for Control Offer have been complied with and (3) that the purchase Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the 2028 Notes through Change of Control Offer on or as soon as possible after the facilities date of DTC, subject to its rules and regulationspurchase. The Issuers Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 61.4, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 1.4 by virtue thereofof any such conflict. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior unless the Company has exercised its right to or concurrently with redeem the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to Section 4.1, Holders of Notes shall have the optional redemption terms set forth right to require the Company to repurchase all or any part in an integral multiple of $1,000 of their Notes (provided that no Note will be purchased in part if the Officer’s Certificate, supplemental indenture or resolutions remaining principal amount of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes such Note would be less than $2,000) pursuant to the offer described below in this Section 5.5 (the “Change of Control Offer”) at a price ). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount thereof (or of Notes subject to such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) offer plus accrued and unpaid interest, if any, toon the Notes repurchased, to but excluding the date of purchase, subject to purchase (the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the “Change of Control Payment DatePayment”). Within 30 days following any Change of Control Triggering Event, or, at the Issuers Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send a notice to Holders of such Notes (the “Change of Control Offer by electronic delivery Notice”) describing the transaction or first-class mail, with a copy to transactions that constitute or may constitute the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 6 and that all 2028 repurchase such Notes properly tendered pursuant to such on the date specified in the Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase dateNotice, which will date shall be no earlier than 20 Business Days 30 days and no later than 60 days from the date such notice the Change of Control Notice is sent (the “Change of Control Payment Date”); provided , pursuant to the procedures described herein and in such notice. The Change of Control Notice shall, if 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 Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any Triggering Event occurring on or all such conditions referred prior to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers 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 such those laws or and regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 65.5, the Issuers Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under the Change of Control provisions of this Section 6 Indenture or the Notes by virtue thereof. (b) of such conflicts. On the Change of Control Payment Date, the Issuers Company shall, to the extent permitted by law, lawful, (1a) accept for payment all 2028 Notes issued by them or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2b) deposit with the Paying Agent paying agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so of Notes properly tendered, plus accrued ; and unpaid interest thereon, and (3c) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the 2028 Notes so properly accepted together with an Officer’s Officers’ Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes or portions of Notes being repurchased, plus accrued and unpaid interest thereonpurchased.

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior unless the Company has exercised its right to or concurrently with redeem the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or Offered Securities pursuant to Section 11.01 1.1(6) hereof or Section 14.01 of the Base Indenture, each Holder will have the Issuers shall make an offer right to require that the Company purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), of the 2028 Notes such Holder’s Offered Securities pursuant to the offer described below Section 1.3(3)(b) hereof (the “Change of Control Offer”) ), at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding to the date of purchase, subject to . (b) Within 30 days following the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to date upon which the Change of Control Payment Date. Within 30 days following Triggering Event occurred, or at the Company’s option, prior to any Change of Control Triggering EventControl, but after the public announcement of the Change of Control, the Issuers Company shall send notice of such Change of Control Offer send, by electronic delivery or first-first class mail, a notice to each Holder, with a copy to the Trustee, to each Holder which notice shall govern the terms of the 2028 Notes to Change of Control Offer. Such notice shall describe the address transaction or transactions that constitute the Change of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationControl and shall state: (1A) that a the Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change 1.3(3) of Control Offer will be accepted for payment by the Issuersthis Second Supplemental Indenture; (2B) that the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the purchase price and and, that on the purchase datedate specified in such notice, which will date shall be no earlier than 20 Business Days 30 days and no later than 60 days from the date such notice is sent mailed, other than as may be required by law (the “Change of Control Payment Date”Date”),the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3); provided ; (C) if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waivedDate; (3D) that any 2028 Note Offered Security not properly tendered will remain outstanding and or accepted for payment shall continue to accrue interest; (4E) that that, unless the Issuers default Company defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notesmaking such payment, all 2028 Notes Offered Securities accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on after the Change of Control Payment Date; (5F) that Holders electing to have any 2028 Notes an Offered Security purchased pursuant to a Change of Control Offer will may elect to have all or any portion of such Offered Security purchased; (G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender such 2028 Notestheir Offered Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Offered Security, or such 2028 Notes completed other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or otherwise in accordance with transfer the procedures of DTCOffered Security by book-entry transfer, to the Paying Agent specified in the notice paying agent at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6H) that Holders shall be entitled to withdraw their election if less the Company, the Depositary or the paying agent, as the case may be, receives, not later than all the expiration of such the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder’s 2028 Notes are tendered , the principal amount of the Offered Security the Holder delivered for purchase, purchase and a statement that such Holder will is withdrawing its election to have such Offered Security purchased; (I) that Holders whose Offered Securities are purchased only in part shall be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes Securities surrendered (or transferred by book-entry transfer); and (J) the unpurchased portion CUSIP number, if any, printed on the Offered Securities being repurchased and that no representation is made as to the correctness or accuracy of the 2028 Notes must be equal to $2,000 CUSIP number, if any, listed in such notice or an integral multiple of $1,000 in excess thereof);printed on the Offered Securities. (7c) if such notice is sent prior The Company will not be required to the occurrence of make a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of if a third party makes such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, an offer in the Issuers’ discretionmanner, at the Change of Control Payment Date may be delayed until times and otherwise in compliance with the requirements for such time as any or all such conditions shall be satisfied or waived (including more than 60 days after an offer made by the notice is mailed or delivered), or that such purchase may not occur Company and such notice may be rescinded in the event that the Issuers reasonably believe that any or third party purchases all such conditions (including the occurrence of the Change of Control Triggering Event) will Offered Securities properly tendered and not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andwithdrawn under its offer. (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. d) The Issuers shall Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 Notes Offered Securities pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 61.3(3), the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 6 1.3(3) by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior unless the Company has exercised its right to or concurrently with redeem the time the Issuers are required to make a Change of Control OfferNotes, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers Company shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) to repurchase all or, at a price in cash the Holder’s option, any part (equal to €100,000 or any multiple of €1,000 in excess thereof) of each Holder’s Notes at 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding not including, the date of purchase, subject to purchase (the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the “Change of Control Payment Date. Purchase Price”) in accordance with the procedures set forth in this Section 4.01. (b) Within 30 days following any Change of Control Triggering EventEvent 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, the Issuers Company shall send notice of such make the Change of Control Offer by electronic delivery mailing, or first-class mailcausing to be mailed, a notice to all Holders of Notes (with a copy mailed to the Trustee, to each Holder of ) describing the 2028 Notes to transaction that constitutes or may constitute the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant Triggering Event and offering to this Section 6 and that all 2028 repurchase such Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by on the Issuers; (2) date specified in the purchase price and the purchase datenotice, which date will be no earlier than 20 Business Days 30 days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayedmailed. The notice, in the Issuers’ discretion, until such time (including more than 60 days after if mailed prior to the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of consummation of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesControl, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating state that the Change of Control Offer is conditional conditioned on the occurrence of such Change of Control Triggering Event occurring on or prior to such other conditions specified therein and describing each such condition, and, if applicable, stating that, in payment date. (c) On the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence payment date of the Change of Control Triggering Event) will not be satisfied or waived by Purchase Price as specified in the Change of Control Payment Datenotice, or by the Change of Control Payment Date as so delayed; andCompany shall, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 i) accept for payment all Notes are in global form or portions of Notes properly tendered and the Issuers make an offer to purchase all of the 2028 Notes not withdrawn pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof.; (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment Purchase Price in respect of all 2028 Notes or portions thereof so tendered, plus accrued of Notes properly tendered and unpaid interest thereon, not withdrawn pursuant to the Change of Control Offer; and (3iii) deliver, deliver or cause to be delivered, delivered to the Trustee for cancellation the 2028 Notes so properly accepted together with an Officer’s Officers’ Certificate to stating the Trustee stating that such 2028 aggregate principal amount of Notes or portions thereof have been tendered to and of Notes being purchased by the IssuersCompany. (cd) The Issuers Paying Agent shall promptly mail to each Holder who properly tendered Notes pursuant to the Change of Control Offer, the Change of Control Purchase Price for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of €100,000 or a multiple of €1,000 in excess thereof. (e) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer (including, for the avoidance of doubt, such an Alternate Offer) offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to for a Change of Control Offer made by the Issuers Company and such third party purchases all 2028 Notes validly properly tendered and not withdrawn under its offer. In the event that such Change of Control Offer. Notwithstanding anything to third party terminates or defaults on its offer, the contrary herein, Company shall make a Change of Control Offer treating the date of such termination or default as though it were the date of such Change of Control Triggering Event. (includingf) The Company will not repurchase any Notes if there has occurred and is continuing on the relevant payment date an Event of Default under the Indenture, for other than a default in the avoidance payment of doubtthe Change of Control Purchase Price upon a Change of Control Triggering Event. (g) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, an Alternate Offer) may be made and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in advance connection with the repurchase of Notes as a result of a Change of Control Triggering Event, conditional upon . To the extent that the provision of any such Change securities laws or regulations conflicts with the offer provisions in respect of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such HoldersNotes, the Issuers or Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following offer provisions by virtue of any such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Dateconflict. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice occurs with respect to all either series of the outstanding 2028 Notes, unless the Company shall have redeemed such series of the Notes pursuant to the optional redemption terms in full, as set forth in Section 1.3 of this Supplemental Indenture or the Officer’s Certificate, supplemental indenture or resolutions Company shall have defeased such series of the Issuers’ BoardsNotes or have satisfied and discharged such series of the Notes, as applicable, governing the 2028 Notes or pursuant to Section 11.01 set forth in Article XI of the Base Indenture, the Issuers Company shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as of the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) Notes to be repurchased (such priceprincipal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), the “Change of Control Payment”) plus accrued and unpaid interest, if any, on the Notes to be repurchased up to, but excluding excluding, the date of purchase, subject to repurchase (the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the “Change of Control Payment DatePayment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Issuers shall send notice Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Offer by electronic delivery or first-class mail, with a copy Triggering Event and offering to repurchase such Notes on the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing date specified in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase datenotice, which date will be no earlier than 20 Business Days 15 days and no later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”); provided that . Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless payable on the Issuers default in the payment of the Change of Control applicable Interest Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant Date to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice registered as such at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding applicable regular record date pursuant to the Change of Control Payment Date;Notes and the Indenture. (6b) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by On the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andCompany shall, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 i) accept for payment all Notes are in global form and the Issuers make an offer to purchase all or portions of Notes of the 2028 Notes applicable series properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of the applicable series properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, a Holder together with an Officer’s Certificate stating (1) the aggregate principal amount of such 2028 series of Notes may exercise its option or portions of such series of Notes being repurchased, (2) that all conditions precedent contained herein to elect for make a Change of Control Offer have been complied with and (3) that the purchase Change of Control Offer has been made in compliance with the 2028 Notes through the facilities of DTC, subject to its rules and regulationsIndenture. The Issuers Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 61.4, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 1.4 by virtue thereofof any such conflict. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to unless the Company has previously or substantially concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, therewith delivered a redemption notice with respect to all of the outstanding 2028 Notes pursuant to the optional redemption terms as set forth in the Officer’s Certificate, supplemental indenture under Section 5.6(a) or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture5.6(d), the Issuers shall Company will make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) to purchase all of the Notes at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchaserepurchase, subject to the right of Holders of the Notes of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date falling on or prior to the Change of Control Payment Datepurchase date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send Issuer will deliver or cause to be delivered notice of such Change of Control Offer electronically in accordance with the procedures of DTC or by electronic delivery or first-first class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTCregister, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 3.9, and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the IssuersIssuer; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent delivered (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default Issuer defaults in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest interest, on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTCcompleted, to the applicable Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date, or otherwise comply with DTC procedures; (6) that if less Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the applicable Paying Agent receives, not later than all the close of such Holder’s 2028 business on the second Business Day prior to the expiration date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes are tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased, or otherwise comply with DTC procedures; (7) that Holders whose Notes are being purchased only in part will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the surrendered. The unpurchased portion of the 2028 Notes must be equal to at least $2,000 or an any integral multiple of $1,000 in excess thereof)of $2,000; (7) 8) if such notice is sent delivered prior to the occurrence of a Change of Control Triggering EventEvent in accordance with Section 3.9(d), stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) 9) the other instructions, as determined by the IssuersIssuer, consistent with this Section 63.9, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer The applicable Paying Agent will promptly deliver to purchase all each Holder of the 2028 Notes pursuant to tendered the Change of Control OfferPayment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a Holder of such 2028 Notes may exercise its option new Note equal in principal amount to elect for the purchase any unpurchased portion of the 2028 Notes through the facilities surrendered, if any; provided that each such new Note will be in a minimum principal amount of DTC, subject to its rules and regulations$2,000 or an integral multiple of $1,000 in excess thereof. The Issuers shall comply with Issuer will publicly announce the requirements results of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (includingon or as soon as practicable after the Change of Control Payment Date. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, for any accrued and unpaid interest will be paid on the avoidance Change of doubt, an Alternate Offer). To Control Payment Date to the extent that Person in whose name a Note is registered at the provisions close of any securities laws or regulations conflict with the provisions of this Section 6, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereofbusiness on such record date. (b) On the Change of Control Payment Date, the Issuers shallIssuer will, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them it or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the applicable Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the IssuersIssuer. (c) The Issuers shall Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if (x) a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 Indenture applicable to a Change of Control Offer made by the Issuers Issuer and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.6 hereof 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. (d) Notwithstanding anything to the contrary hereinin this Section 3.9, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified thereinEvent, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control OfferOffer is made. (de) If Holders of not less than 90% While the Notes are in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer global form and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases Issuer makes an offer to purchase all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6Offer, a Holder may exercise its option to redeem (with respect to elect for the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change Notes through the facilities of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment DateDTC, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 its rules and 3.06 of the Base Indentureregulations. (f) The provisions of this Section 6 relating Issuer will comply, to the Issuers’ obligation extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to make the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer upon a Change Offer. To the extent that the provisions of Control Triggering Event may be waived any securities laws, rules or modified at any time regulations, including Rule 14e-1 under the Exchange Act, conflict with the written consent provisions of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the this Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender Issuer shall not be deemed to have breached its obligations described in this Indenture by virtue of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holdercompliance therewith. In addition, the Issuers or The Issuer may rely on any third party approved in writing no-action letters issued by the Issuers SEC indicating that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% staff of the aggregate principal amount of SEC will not recommend enforcement action in the 2028 Notes being repurchased, plus accrued and unpaid interest thereonevent a tender offer satisfies certain conditions.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless, prior unless the Company has exercised its right to or concurrently with redeem all of the time the Issuers are required to make a Change of Control OfferNotes as described above, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall Company will make an offer to purchase all each Holder of the 2028 Notes pursuant to the offer described below purchase such Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of record on the relevant Record Date applicable record date to receive any interest due on the relevant Interest Change of Control Payment Date falling (as defined below). Within 30 days following the date upon which any Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, unless the Company has exercised its right to redeem all of the Notes as described above, the Company will send or deliver electronically a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by On the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andCompany will, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 1) accept for payment all Notes are or portions of Notes (in global form and the Issuers make an offer to purchase all integral multiples of the 2028 Notes $1,000) properly tendered pursuant to the Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of such Notes being purchased by the Company in accordance with the terms of this covenant. The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such 2028 Notes may exercise its option Notes, and the Trustee will promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to elect be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the purchase Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the 2028 Notes through surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the facilities Change of DTCControl Payment Date is on or after an interest record date and on or before the related interest payment date, subject any accrued and unpaid interest to its rules and regulationsthe Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date. The Issuers Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, the Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under 14(e)-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6terms described in the Notes, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On ; rather, the Company shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Company in good faith to permit compliance with any such law or regulation. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) . The Issuers shall Company will not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, such an Alternate Offer) offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer for an offer made by the Issuers Company hereunder and such third party purchases all 2028 Notes validly properly tendered and not withdrawn under its offer in accordance with such requirements. In addition, the Company will not purchase any Notes if there has occurred and is continuing on the Change of Control Offer. Notwithstanding anything to Payment Date an Event of Default under the contrary hereinIndenture, other than a Change default in the payment of Control Offer (including, for the avoidance change of doubt, an Alternate Offer) may be made in advance of control payment upon a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) . If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes notes in a Change of Control Offer and the IssuersCompany, or any third party making a Change of Control Offer in lieu of the Issuers Company, as set forth in clause (c) of this Section 6described above, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, all of the Issuers or Holders will be deemed to have consented to such third party shall Change of Control Offer and, accordingly, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6described above, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a redemption price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect 101% of the Second Change of Control Payment Dateprincipal amount thereof, including, to the extent not included in the Change of Control Payment, plus accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change date of Control Payment Date, redemption (subject to the right of Holders of record of 2028 Notes on the relevant a record date to receive interest due on the relevant interest payment date falling on or prior to the Second date) The definition of Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 includes a phrase relating to the Issuers’ obligation sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Company’s assets and the assets of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to make require the Company to purchase its Notes as a Change result of Control Offer upon a Change sale, lease, transfer, conveyance or other disposition of Control Triggering Event less than all of the Company’s assets and the assets of its subsidiaries taken as a whole to another person may be waived or modified at any time with the written consent uncertain. For purposes of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% provisions of the aggregate principal amount of Notes, the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.following definitions are applicable:

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unlesseach Holder shall have the right to require that the Company purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, prior if any, to or concurrently the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the time the Issuers are required to make a terms contemplated in Section 4.01(b). (b) Within 30 days following any Change of Control OfferTriggering Event, unless the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect Company has exercised its option to redeem all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions paragraph 5 of the Issuers’ BoardsNotes, as applicable, governing the 2028 Notes Company shall mail (or pursuant to Section 11.01 deliver by electronic transmission in accordance with the applicable procedures of the Base Indenture, the Issuers shall make an offer Depositary) a notice to purchase all of the 2028 Notes pursuant each Holder with a copy to the offer described below Trustee (the “Change of Control Offer”) stating: (1) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as on the Issuers may determine (any Change date of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) purchase plus accrued and unpaid interest, if any, to, but excluding to the date of purchase, purchase (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for interest payment by the Issuersdate); (2) the purchase price and circumstances that constitute or may constitute such Change of Control Triggering Event; (3) the purchase date, date (which will shall be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”sent); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest;and (4) the instructions, as determined by the Company, consistent with this Section 4.01, that unless the Issuers default a Holder must follow in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 order to have its Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;purchased. (5c) that Holders electing to have any 2028 Notes a Note purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notesthe Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTCduly completed, to the Paying Agent specified in the notice Trustee for cancellation at the address specified in the notice at least three Business Days prior to the close of business on purchase date. Notes held in book entry form shall be delivered in accordance with the third (3rd) Depositary’s procedures. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day preceding prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. (d) On the purchase date, all Notes purchased by the Company under this Section 4.01 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. (e) Notwithstanding the foregoing provisions of this Section 4.01, the Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, Offer in the case manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.01 applicable to a Change of Global Securities, Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such 2028 Change of Control Offer or if the Company has exercised its option to redeem all the Notes shall be reduced by such amount pursuant to paragraph 5 of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount Notes. Notwithstanding anything to the unpurchased portion contrary herein, a Change of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must Control Offer may be equal to $2,000 or an integral multiple of $1,000 made in excess thereof); (7) if such notice is sent prior to the occurrence advance of a Change of Control Triggering Event, stating that conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Offer is conditional on at the occurrence time of making of such Change of Control Triggering Event or such other conditions specified therein and describing each such conditionOffer. (f) The Company shall comply, and, if to the extent applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)this Section 4.01. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.01, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.01 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in its compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event securities laws or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offerregulations. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless, prior unless the Company has exercised its right to or concurrently with the time the Issuers are required to make a Change redeem all of Control Offersuch Notes as described above, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall Company will make an offer to each Holder of such Notes to purchase all of the 2028 such Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of record on the relevant Record Date applicable record date to receive any interest due on the relevant Interest Change of Control Payment Date falling (as defined below). Within 30 days following the date upon which any Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, unless the Company has exercised its right to redeem all of the Notes as described above, the Company will send or deliver electronically a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by On the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andCompany will, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 1) accept for payment all Notes are or portions of Notes (in global form and the Issuers make an offer to purchase all integral multiples of the 2028 Notes $1,000) properly tendered pursuant to the Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of notes so tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of such Notes being purchased by the Company in accordance with the terms of this covenant. The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such 2028 Notes may exercise its option Notes, and the Trustee will promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to elect be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the purchase Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the 2028 Notes through surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the facilities Change of DTCControl Payment Date is on or after an interest record date and on or before the related interest payment date, subject any accrued and unpaid interest to its rules and regulationsthe Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date. The Issuers Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, the Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under 14(e)-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6terms described in the Notes, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On ; rather, the Company shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Company in good faith to permit compliance with any such law or regulation. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) . The Issuers shall Company will not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, such an Alternate Offer) offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer for an offer made by the Issuers Company hereunder and such third party purchases all 2028 Notes validly properly tendered and not withdrawn under its offer in accordance with such requirements. In addition, the Company will not purchase any Notes if there has occurred and is continuing on the Change of Control Offer. Notwithstanding anything to Payment Date an Event of Default under the contrary hereinIndenture, other than a Change default in the payment of Control Offer (including, for the avoidance change of doubt, an Alternate Offer) may be made in advance of control payment upon a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) . If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes notes in a Change of Control Offer and the IssuersCompany, or any third party making a Change of Control Offer in lieu of the Issuers Company, as set forth in clause (c) of this Section 6described above, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, all of the Issuers or Holders will be deemed to have consented to such third party shall Change of Control Offer and, accordingly, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6described above, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a redemption price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect 101% of the Second Change of Control Payment Dateprincipal amount thereof, including, to the extent not included in the Change of Control Payment, plus accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change date of Control Payment Date, redemption (subject to the right of Holders of record of 2028 Notes on the relevant a record date to receive interest due on the relevant interest payment date falling on or prior to the Second date) The definition of Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 includes a phrase relating to the Issuers’ obligation sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Company’s assets and the assets of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to make require the Company to purchase its Notes as a Change result of Control Offer upon a Change sale, lease, transfer, conveyance or other disposition of Control Triggering Event less than all of the Company’s assets and the assets of its subsidiaries taken as a whole to another person may be waived or modified at any time with the written consent uncertain. For purposes of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% provisions of the aggregate principal amount of Notes, the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.following definitions are applicable:

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior to or concurrently with each Holder of Notes will have the time the Issuers are required to make a Change of Control Offer, right (unless the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect exercised their right to redeem all of the then outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions Section 5 of the Issuers’ Boards, as applicable, governing Notes by sending (or causing the 2028 Notes or pursuant Trustee to Section 11.01 send) a notice of the Base Indenture, redemption) to require that the Issuers shall make an offer to purchase all or a portion of the 2028 such Holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as together with accrued and unpaid interest to, but excluding, the Issuers may determine (any applicable Change of Control Offer at a higher amount, an “Alternate Offer”)) Payment Date (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant any Interest Payment Date falling on or prior to the Change of Control Payment Date. ) (the “Change of Control Purchase Price”). (b) Within 30 days following any the date upon which the Change of Control Triggering EventEvent shall have occurred, the Issuers shall send must (unless the Issuers have exercised their right to redeem all of the Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of such Change of Control Offer redemption) send, by electronic delivery or first-first class mail, a notice to each Holder of Notes (or, in the case of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, to each Holder which notice shall govern the terms of the 2028 Notes to the address Change of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following informationControl Offer. Such notice shall state: (1) that a the Change of Control Offer is being made pursuant to this Section 6 Indenture and that all 2028 Notes properly that are validly tendered pursuant to such Change of Control Offer and not withdrawn will be accepted for payment by the Issuerspayment; (2) the purchase price Change of Control Purchase Price and the purchase date, which will must be a Business Day no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent mailed (or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes any Note accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest on and after the Change of Control Payment DateDate (unless the Issuers shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent; (5) that Holders electing to have any 2028 Notes a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided that the remaining principal amount of any such Note surrendered for repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof; (6) that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender such 2028 Notesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with attached to the procedures of DTCNote duly completed, to the Paying Agent specified in the notice Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (3rd7) that a Holder will be entitled to withdraw its election if the Issuers receive, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Notes purchased; and (8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered. (c) On or before the Change of Control Payment Date for the Notes, the Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; (62) deposit with a Paying Agent an amount equal to the payment due in respect of all Notes or portions thereof so tendered and not withdrawn; (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted for payment; and (4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the applicable provisions of this Indenture. (d) The Issuers, the depositary, if less than all any, appointed by the Issuers for such Change of such Holder’s 2028 Notes are tendered for purchaseControl Offer or a Paying Agent, such Holder will be issued new 2028 Notes as the case may be, shall promptly mail or deliver (or, in the case of Global SecuritiesNotes, such 2028 deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes shall be reduced validly tendered by such amount of Securities that Holder and not withdrawn and accepted by the Holder has tenderedIssuers for purchase. Further, the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver (including by book-entry transfer) and such new 2028 Notes will be equal Note to such Holder, in aggregate a principal amount equal to the any unpurchased portion of the 2028 Notes surrendered Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the unpurchased portion contrary, no Officers’ Certificate or Opinion of Counsel will be required for the 2028 Notes must Trustee to authenticate and mail or deliver any such new Note). Any Note not so accepted shall be equal promptly mailed or delivered (including by book-entry transfer) by the Issuers or the Trustee to $2,000 or an integral multiple of $1,000 in excess the Holder thereof);. (7e) if such notice is sent prior Interest on Notes (or portions thereof) validly tendered and not withdrawn pursuant to the occurrence of a Change of Control Triggering Event, stating that Offer will cease to accrue on and after the applicable Change of Control Payment Date (unless the Issuers shall default in the payment of the Change of Control Offer is conditional on Purchase Price of the occurrence of such Notes). (f) If the Change of Control Triggering Event Payment Date is on or such other conditions specified therein after a Record Date and describing each such conditionon or before the related Interest Payment Date for the Notes, andany accrued and unpaid interest on the Notes to, if applicable, stating that, in the Issuers’ discretionbut excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date. (g) The Issuers will not be required to make a Change of Control Offer for the Notes upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture that are applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be delayed until such time as any made in advance of a Change of Control or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including a Change of Control Triggering Event conditioned upon the occurrence of the such a Change of Control or Change of Control Triggering Event) will not be satisfied or waived by the , if a definitive agreement regarding such Change of Control Payment Date, or by is in effect at the Change time of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to making the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. . (h) The Issuers shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6Indenture relating to a Change of Control Offer, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 6 Indenture by virtue thereof. (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (fi) The provisions of this Section 6 Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a Change result of Control Offer upon a Change of Control Triggering Event may (including the definitions relating thereto) and the terms of any such offer may, subject to the limitations set forth in Section 9.02, be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstandingoutstanding Notes. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Issue Date, unless, prior to to, or concurrently with with, the time the Co-Issuers are required to make a Change of Control Offer, the Co-Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth as described in the Officer’s Certificate, supplemental indenture Section 401 or resolutions 1105 of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base this Indenture, the Co-Issuers shall will make an offer to purchase repurchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a price (as calculated by the Issuer) in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but excluding excluding, the date of purchaserepurchase, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall Issuer will send notice of such Change of Control Offer electronically or by electronic delivery or first-first class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register Note Register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 1017 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuerspayment; (2) the purchase repurchase price and the purchase repurchase date, which will be no earlier than 20 Business Days and no 15 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that , except in the case of a conditional Change of Control Payment Date may be delayed, Offer made in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) advance of a Change of Control Triggering Event as any or all such conditions referred to in clause (7) below shall be satisfied or waiveddescribed below; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that that, unless the Co-Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 NotesPayment, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased repurchased pursuant to a Change of Control Offer will be required to surrender such 2028 the Notes, with the form entitled “Option of Holder to Elect PurchaseRepurchase” on the reverse of such 2028 the Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to repurchase such Notes, provided that the Paying Agent receives, not later than all the close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile or other electronic transmission or letter setting forth the name of the Holder or otherwise in accordance with the procedures of DTC, the principal amount of Notes tendered for repurchase, and a statement that such Holder is withdrawing such Holder’s 2028 tendered Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Holder’s election to have such Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof)repurchased; (7) that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unrepurchased portion of the Notes surrendered, which unrepurchased portion must be equal to US$2,000 or a US$1,000 integral multiple in excess thereof; (8) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such and any other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Co-Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), including by electronic transmission) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Co-Issuers reasonably believe shall determine that any or all such conditions (including the occurrence of the Change of Control Triggering Event) Event will not be satisfied or waived occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the 9) such other instructions, as determined by the Co-Issuers, consistent with this Section 61017, that a Holder must follow. While If the 2028 Notes are in global form and the Co-Issuers make an offer to purchase repurchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase repurchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Co-Issuers shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of 2028 the Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6Indenture, the Co-Issuers shall will comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under described in this Section 6 Indenture by virtue thereof. (b) . On the Change of Control Payment Date, the Co-Issuers shallwill, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, tendered and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased repurchased by the Co-Issuers. (c) . The Paying Agent will promptly send to each Holder of Notes that were properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any, provided that each such new Note will be in a principal amount of US$2,000 or a US$1,000 integral multiple in excess thereof. The Co-Issuers shall will not be required to make a Change of Control Offer if a third party makes the such Change of Control Offer (including, for the avoidance contemporaneously with or upon a Change of doubt, an Alternate Offer) Control Triggering Event in the manner, at the times and otherwise in compliance with the requirements set forth in of this Section 6 applicable to a Change of Control Offer made by the Issuers Indenture and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon and settlement delayed until such Change of Control Triggering Event or such other conditions specified thereinEvent, if a definitive agreement is in place for the Change of Control at the time of making of the such a Change of Control Offer. (d) If . Notwithstanding any other provision hereof, in connection with any tender offer, Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2028 then-Outstanding Notes validly tender and do not validly withdraw such 2028 Notes in a Change of Control Offer such offer and the Co-Issuers, or any third third-party making a Change of Control Offer such offer in lieu of the Issuers as set forth in clause (c) of this Section 6Co-Issuers, purchases all of the 2028 Notes that have been validly tendered and not validly withdrawn by such Holders, the Co-Issuers or such third third-party shall will have the right, right upon not less than 10 15 days nor more than 60 days’ prior notice, given not more than 30 60 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6date, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding Outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment price offered to each other Holder in such offer (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Paymentwhich may be less than par) in respect of the Second Change of Control Payment Date, includingplus, to the extent not included in the Change of Control Paymentoffer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Redemption Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to or on the Second Change of Control Payment Redemption Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 relating to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless, prior unless the Company has exercised its right to or concurrently with redeem all of the time the Issuers are required to make a Change of Control OfferNotes as described above, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall Company will make an offer to purchase all each Holder of the 2028 Notes pursuant to the offer described below purchase such Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Control Offer at a higher amountthereof, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchasepurchase (the “Change of Control Payment”), subject to the right of Holders of record on the relevant Record Date applicable record date to receive any interest due on the relevant Interest Change of Control Payment Date falling (as defined below). Within 30 days following the date upon which any Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, unless the Company has exercised its right to redeem all of the Notes as described above, the Company will send or deliver electronically a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the applicable procedures of the Depositary, with a copy to the Trustee, stating, among other things, the purchase date (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuers shall send notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived; (3) that any 2028 Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date; (6) that if less than all of such Holder’s 2028 Notes are tendered for purchase, such Holder will be issued new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by On the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; andCompany will, to the extent lawful: (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 1) accept for payment all Notes are or portions of Notes (in global form and the Issuers make an offer to purchase all integral multiples of the 2028 Notes $1,000) properly tendered pursuant to the Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this covenant. The Paying Agent will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such 2028 Notes may exercise its option Notes, and the Trustee will promptly authenticate and mail (or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to elect be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything in the Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the purchase Trustee to authenticate and mail or deliver such new Note) equal in principal amount to any unpurchased portion of the 2028 Notes through surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the facilities Change of DTCControl Payment Date is on or after an interest record date and on or before the related interest payment date, subject any accrued and unpaid interest to its rules and regulationsthe Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date. The Issuers Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, the Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under 14(e)-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of 2028 Notes pursuant to a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 6terms described in the Notes, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 by virtue thereof. (b) On ; rather, the Company shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Company in good faith to permit compliance with any such law or regulation. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) . The Issuers shall Company will not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, such an Alternate Offer) offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer for an offer made by the Issuers Company hereunder and such third party purchases all 2028 Notes validly properly tendered and not withdrawn under its offer in accordance with such requirements. In addition, the Company will not purchase any Notes if there has occurred and is continuing on the Change of Control Offer. Notwithstanding anything to Payment Date an Event of Default under the contrary hereinIndenture, other than a Change default in the payment of Control Offer (including, for the avoidance change of doubt, an Alternate Offer) may be made in advance of control payment upon a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) . If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the IssuersCompany, or any third party making a Change of Control Offer in lieu of the Issuers Company, as set forth in clause (c) of this Section 6described above, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, all of the Issuers or Holders will be deemed to have consented to such third party shall Change of Control Offer and, accordingly, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6described above, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a redemption price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect 101% of the Second Change of Control Payment Dateprincipal amount thereof, including, to the extent not included in the Change of Control Payment, plus accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change date of Control Payment Date, redemption (subject to the right of Holders of record of 2028 Notes on the relevant a record date to receive interest due on the relevant interest payment date falling on or prior to the Second date) The definition of Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions of this Section 6 includes a phrase relating to the Issuers’ obligation sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Company’s assets and the assets of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to make require the Company to purchase its Notes as a Change result of Control Offer upon a Change sale, lease, transfer, conveyance or other disposition of Control Triggering Event less than all of the Company’s assets and the assets of its subsidiaries taken as a whole to another person may be waived or modified at any time with the written consent uncertain. For purposes of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% provisions of the aggregate principal amount of Notes, the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.following definitions are applicable:

Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless, prior each Holder shall have the right to or concurrently with require that the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding 2028 Company repurchase such Holder’s Notes pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof (or such higher amount as on the Issuers may determine (any Change date of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) purchase plus accrued and unpaid interest, if any, to, but excluding excluding, the date of purchase, purchase (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to interest payment date) in accordance with the Change of Control Payment Date. terms contemplated in Section 4.9(b). (b) Within 30 days following any Change of Control Triggering Event, unless the Issuers Company has previously or concurrently mailed a redemption notice with respect to all outstanding Notes as described under Section 3.4, the Company shall send mail a notice of such Change of Control Offer by electronic delivery or first-class mail, with a copy to the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing in the security register mail (or otherwise delivered in accordance with the procedures Applicable Procedures) to each Holder with copies to the Trustees (the “Change of DTC, with the following informationControl Offer”) stating: (1i) that a Change of Control Offer is being made pursuant to this Section 6 Triggering Event has occurred and that all 2028 such Holder has the right to require the Company to purchase such Holder’s Notes properly tendered pursuant at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); (ii) the circumstances and relevant facts regarding such Change of Control Offer will be accepted for payment by the IssuersTriggering Event; (2iii) the purchase price and the purchase date, an expiration date (which will shall be no earlier than 20 Business Days and no 30 days nor later than 60 days from the date such notice is sent mailed, the “Expiration Date”) and a settlement date for purchase (the “Change of Control Payment Purchase Date”) not more than five Business Days after the Expiration Date); provided that the Change of Control Payment Date may be delayed, in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived;and (3iv) the instructions, as determined by the Company, consistent with this Section 4.9, that any 2028 Note not properly tendered will remain outstanding and continue a Holder must follow in order to accrue interest;have its Notes purchased. (4c) that unless the Issuers default in the payment A Holder may tender all or any portion of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 its Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 NotesOffer, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, subject to the Paying Agent specified requirement that any portion of a Note tendered must be in the notice at the address specified denominations of $2,000 and integral multiples of $1,000 in the notice prior excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the Expiration Date. (d) The Company shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if: (i) a third (3rd) Business Day preceding party makes the Change of Control Payment Date;Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer) or (ii) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.4. (6e) that if less than all A Change of such Holder’s 2028 Notes are tendered for purchase, such Holder will Control Offer may be issued new 2028 Notes (or, made in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be equal in aggregate principal amount to the unpurchased portion of the 2028 Notes surrendered (the unpurchased portion of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence advance of a Change of Control Triggering Event, stating that the conditional upon such Change of Control Offer Control, if a definitive agreement is conditional on in place for the occurrence of such Change of Control Triggering Event or such other conditions specified therein and describing each such condition, and, if applicable, stating that, in at the Issuers’ discretion, the Change time of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to making the Change of Control Offer. (f) The Company shall comply, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTCextent applicable, subject to its rules and regulations. The Issuers shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable regulations, including Canadian Securities Laws, in connection with the repurchase of 2028 Notes pursuant to as a result of a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer)Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 64.9, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.9 by virtue thereofof its compliance with such securities laws or regulations. (bg) On the Change of Control Payment Purchase Date, the Issuers shall, to the extent permitted by law, (1) accept purchase price will become due and payable on each Note accepted for payment all 2028 Notes issued by them or portions thereof properly tendered purchase pursuant to the Change of Control Offer, (2) deposit with , all Notes purchased by the Paying Agent an amount equal Company under this Section 4.9 shall be delivered by the Company to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the U.S. Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 applicable to a Change of Control Offer made by the Issuers and purchases all 2028 Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of Company shall pay the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, plus accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 entitled thereto. Interest on Notes purchased by the Company under this Section 4.9 shall cease to accrue on and after the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Purchase Date. (eh) Other than as specifically provided in this Section 6At the time the Company delivers Notes to the U.S. Trustee which are to be accepted for purchase, any purchase the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to this Section 6 shall be made pursuant to and in accordance with the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) The provisions terms of this Section 6 relating 4.9. A Note shall be deemed to have been accepted for purchase at the time the U.S. Trustee, directly or through an agent, mails or delivers payment therefor to the Issuers’ obligation to make a Change of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstandingsurrendering Holder. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, prior to or concurrently with the time the Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice occurs with respect to all the outstanding 2028 Notes pursuant to the optional redemption terms set forth in the Officer’s CertificateNotes, supplemental indenture or resolutions each Holder of the Issuers’ BoardsNotes shall have the right to require the Company to repurchase all or any part, as applicableequal to $2,000 or an integral multiple of $1,000, governing the 2028 Notes or pursuant to Section 11.01 of the Base Indenture, the Issuers shall make an offer to purchase all of the 2028 such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a ). The offer price in any Change of Control Offer shall be payable in cash equal to and will be 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (of any Change of Control Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) Notes repurchased plus accrued and unpaid interest, if any, toand Additional Interest, but excluding the date of purchaseif any, on such Notes (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior interest payment date), to the date of purchase (the “Change of Control Payment DatePayment”). Within 30 thirty (30) days following any Change of Control Triggering Event, unless the Issuers Company has exercised its right to redeem all of the Notes as described in Section 3.07, the Company shall send mail a notice of such to each Holder describing the transaction or transactions that constitute the Change of Control Offer by electronic delivery or first-class mail, with a copy Triggering Event and offering to repurchase such Notes on the Trustee, to each Holder of the 2028 Notes to the address of such Holder appearing date specified in the security register or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6 and that all 2028 Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); provided that . The Change of Control Payment Date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date the notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. On the Change of Control Payment Date may be delayedfor the Notes, in the Issuers’ discretionCompany shall, until such time (including more than 60 days after to the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived;extent lawful: (31) that any 2028 Note not accept for payment all Notes or portions of the Notes properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment plus accrued and unpaid interest on all properly tendered 2028 Notes, all 2028 Notes accepted for payment pursuant to the Change of Control Offer will cease Offer; (2) deposit with the Paying Agent an amount equal to accrue interest on the Change of Control Payment Date;in respect of all Notes or portions of Notes properly tendered; and (53) that Holders electing deliver or cause to have any 2028 Notes purchased pursuant to a Change of Control Offer will be required to surrender such 2028 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such 2028 Notes completed or otherwise in accordance with the procedures of DTC, delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of the Notes being purchased by the Company. The Paying Agent specified in the notice at the address specified in the notice prior shall promptly mail to the close each Holder of business on the third (3rd) Business Day preceding Notes properly tendered the Change of Control Payment Date; (6) that if less than all of for such Holder’s 2028 Notes are tendered for purchaseNotes, such and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder will be issued a new 2028 Notes (or, in the case of Global Securities, such 2028 Notes shall be reduced by such amount of Securities that the Holder has tendered) and such new 2028 Notes will be Note equal in aggregate principal amount to the any unpurchased portion of the 2028 Notes surrendered (surrendered, if any; provided that the unpurchased portion new Note will be in a principal amount of the 2028 Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); (7) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such 1,000. The Change of Control Triggering Event provisions described above will be applicable whether or such not any other conditions specified therein and describing each such condition, and, if provisions of this Indenture are applicable, stating that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied or waived (including more than 60 days after the notice is mailed or delivered), or that such purchase may not occur and such notice may be rescinded in the event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Triggering Event) will not be satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (8) the other instructions, as determined by the Issuers, consistent with this Section 6, that a Holder must follow. While the 2028 Notes are in global form and the Issuers make an offer to purchase all of the 2028 Notes pursuant to the Change of Control Offer, a Holder of such 2028 Notes may exercise its option to elect for the purchase of the 2028 Notes through the facilities of DTC, subject to its rules and regulations. The Issuers Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such those laws or and regulations are applicable in connection with the repurchase of 2028 Notes pursuant to a any Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). To the extent that If the provisions of any of the applicable securities laws or securities regulations conflict with the provisions of this Section 64.16, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6 4.16 by virtue thereof. (b) On of the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, (1) accept for payment all 2028 Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all 2028 Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the 2028 Notes so accepted together with an Officer’s Certificate to the Trustee stating that such 2028 Notes or portions thereof have been tendered to and purchased by the Issuers. (c) compliance. The Issuers Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6 Indenture applicable to a Change of Control Offer made by the Issuers Company and purchases all 2028 Notes validly properly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything In addition, notwithstanding the occurrence of a Change of Control Triggering Event, the Company shall not be obligated to the contrary herein, make a Change of Control Offer (including, for in the avoidance event it has exercised its rights to redeem all of doubt, an Alternate Offer) the outstanding Notes as provided under Section 3.07. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional and conditioned upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes validly tender and do not withdraw such 2028 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 6, purchases all of the 2028 Notes that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 6, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all 2028 Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder pursuant to such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of 2028 Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date. (e) Other than as specifically provided in this Section 6, any purchase pursuant to this Section 6 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 of the Base Indenture. (f) . The provisions of under this Section 6 Indenture relating to the Issuers’ Company’s obligation to make an offer to repurchase the Notes as a Change result of Control Offer upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the 2028 Notes then outstanding. (g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, the 2028 Notes and/or the Note Guarantees so long as the tender of 2028 Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the 2028 Notes being repurchased, plus accrued and unpaid interest thereon.