(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) on or prior to 10:00 a.m. New York City time, deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee
the Notes so accepted, together with an Officers Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.
The Paying Agent will promptly send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate upon receipt of an Authentication Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered by such Holder, if any;
provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.
The Change of Control provisions described above will be applicable whether or not any other provisions of this
Indenture are applicable.
(c) The Company will not be required to make a Change of Control Offer upon a Change of Control or Change of
Control Triggering Event, as applicable, 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 4.15 and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding
Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not
withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described
above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not including, the date of redemption (subject to the right of
Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date).
If on any date following the Issue Date: (i) the Notes have Investment Grade Ratings from both
of the Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture, then beginning on that date and continuing at all times thereafter regardless of any subsequent changes in the ratings of the
Notes or the occurrence of any Default or Event of Default, the Company and its Subsidiaries will not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13 and 5.01(2) of this Indenture (collectively, the Terminated Covenants
and, such event, the Covenant Termination Event).