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- you must acquire the New Notes in the ordinary course of your business;
- you must not be participating, and do not intend to participate, and have no arrangements or understandings with any person to participate, in
the distribution of the New Notes within the meaning of the Securities Act; and
- you must not be an affiliate of ours, as defined under Rule 405 of the Securities Act.
tendering your Old Notes as described below in "Procedures for Tendering," you will be representing to us that you satisfy
all of the above listed conditions. If you do not satisfy all of the above listed conditions you cannot rely on the position of the SEC set forth in the no-action letters referred to above, and you
must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the New Notes.
SEC considers broker-dealers that acquired Old Notes directly from us, but not as a result of market-making activities or other trading activities, to be making a distribution of the
New Notes if they participate in the Exchange Offer. Consequently, these broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act in connection with
a resale of the New Notes.
broker-dealer that has bought Old Notes for market-making or other trading activities must comply with the prospectus delivery requirements of the Securities Act in order to resell any
New Notes it receives for its own account in the Exchange Offer. The SEC has taken the position that broker-dealers may use this prospectus to fulfill their prospectus delivery requirements with
respect to the New Notes.
you are required to do so because you are a broker-dealer, you may not use this prospectus for an offer to resell, resale or other retransfer of New Notes. We are not making this
Exchange Offer to, nor will we accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the Exchange Offer or the acceptance of it would not be in compliance with the
securities or blue sky laws of that jurisdiction.
of New Notes do not have appraisal or dissenters' rights under state law or under the August 2017 Indenture in connection with the Exchange Offer. We intend to conduct the
Exchange Offer in accordance with the applicable requirements of Regulation 14E under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Expiration Date; Extensions; Amendments
The Expiration Date for the Exchange Offer is 5:00 p.m., New York City time, on December 6, 2017, unless we extend the Expiration
Date. We may extend this Expiration Date in our sole discretion. If we so extend the Expiration Date, the term "Expiration Date" shall mean the latest date and time to which we extend the Exchange
reserve the right in our sole discretion:
- to, prior to the Expiration Date, delay accepting any Old Notes;
- to extend the Exchange Offer;
- to terminate the Exchange Offer if, in our reasonable judgment, any of the conditions described below under
"Conditions to the Exchange Offer" shall not have been satisfied; or
- to amend the terms of the Exchange Offer in any way we determine.
will give oral or written notice of any delay, extension or termination to the Exchange Agent. In addition, we will give, as promptly as practicable, oral or written notice regarding
any delay in acceptance, extension or termination of the offer to the registered holders of Old Notes. If we amend