2. as of the Pricing Time, the combination of the yield of the New Notes and
the Total Exchange Consideration or Exchange Consideration for the applicable series of Existing Notes would result in the New Notes and such Existing Notes not being treated as substantially different under ASC 470-50 (the Accounting Treatment Condition);
3. we issue at least (a)
$500,000,000 aggregate principal amount of New 2050 Notes and (b) $500,000,000 aggregate principal amount of New 2060 Notes;
4. the Yield Condition (for any applicable series of Existing Notes);
5. no action or event shall have occurred, been threatened, no action shall have been taken, and no statute, rule, regulation,
judgment, order, stay, decree, injunction or regulatory comments shall have been issued, promulgated, enacted, entered, enforced or deemed to be applicable to such Exchange Offer or the exchange of Existing Notes for New Notes under such Exchange
Offer by or before any court or governmental regulatory or administrative agency, authority, instrumentality or tribunal, including, without limitation, taxing authorities, that either:
(a) challenges the making of such Exchange Offer or the exchange of Existing Notes for New Notes and cash under
such Exchange Offer or might, directly or indirectly, be reasonably expected to prohibit, prevent, restrict or delay the scheduled Pricing Time or the consummation of, or might otherwise adversely affect in any manner, such Pricing Time, Exchange
Offer or the exchange of Existing Notes for New Notes and cash under such Exchange Offer; or
(b) in our
reasonable judgment, could materially adversely affect our (or our subsidiaries) business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects or impair the contemplated benefits to us of such
Exchange Offer, the exchange of Existing Notes for New Notes under such Exchange Offer or the delivery of any cash amounts;
6. nothing has occurred or may occur that would or might, in our reasonable judgment, be expected to prohibit, prevent, restrict
or delay such Exchange Offer or delay the schedule Pricing Time or impair our ability to realize the anticipated benefits of such Exchange Offer;
7. there shall not have occurred (a) any general suspension of or limitation on trading in securities in the United States
securities or financial markets, whether or not mandatory, (b) any material adverse change in the prices of the Existing Notes, (c) a material impairment in the general trading market for debt securities, (d) a declaration of a
banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States, whether or not mandatory, (e) a material escalation or commencement of a war, armed hostilities, a terrorist act or other
national or international calamity directly or indirectly relating to the United States, if the effect of any such event, in the Companys reasonable judgment, makes it impracticable or inadvisable to proceed with such Exchange Offer,
(f) any limitation, whether or not mandatory, by any governmental authority on, or other event in the Companys reasonable judgment, having a reasonable likelihood of affecting, the extension of credit by banks or other lending
institutions in the United States, (g) any material adverse change in the securities or financial markets in the United States generally or (h) in the case of any of the foregoing existing at the time of the commencement of the Exchange
Offers, a material acceleration or worsening thereof; and
8. the applicable trustee under the indenture for the Existing
Notes that are the subject of such Exchange Offer and the trustee with respect to the New Notes to be issued in the Exchange Offers, shall not have been directed by any holders of Existing Notes subject to such Exchange Offer to object in any
respect to, nor take any action that could, in our reasonable judgment, adversely affect the consummation of such Exchange Offer or the exchange of Existing Notes for New Notes under such Exchange Offer, nor shall the any such trustee have taken any
action that challenges the validity or effectiveness of the procedures used by us in making such Exchange Offer, the exchange of Existing Notes for New Notes under such Exchange Offer or the delivery of any cash amounts.
21