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holders, unless otherwise provided in the letter of transmittal, promptly following the Expiration Date.
broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities
or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of
We understand that the Exchange Agent will make a request promptly after the date of this prospectus to establish accounts with respect to the
Old Notes at DTC for the purpose of facilitating the Exchange Offer. Any financial institution that is a participant in DTC's system may make book-entry delivery of Old Notes by causing DTC to
transfer such Old Notes into the Exchange Agent's DTC account in accordance with DTC's electronic Automated Tender Offer Program procedures for such transfer. The exchange of New Notes for tendered
Old Notes will only be made after timely confirmation of book-entry transfer of the Old Notes into Exchange Agent's account and receipt by the Exchange Agent of an "agent's message" and all other
required documents specified in the letter of transmittal.
confirmation, agent's message and any other required documents must be received at the Exchange Agent's address listed below under "Exchange
Agent" on or before 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer.
As indicated above, delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Exchange Agent.
term "agent's message" means a message, transmitted by DTC and received by the Exchange Agent and forming part of the confirmation of a book-entry transfer, which states that DTC has
received an express acknowledgment from a participant in DTC tendering Old Notes stating the aggregate principal amount of Old Notes which have been tendered by the participant; that such participant
has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal and the terms of the Exchange Offer; and that we may enforce such agreement against
of an agent's message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the letter of transmittal and described
below under "Representations on Tendering Old Notes" are true and correct.
Representations on Tendering Old Notes
By surrendering Old Notes in the Exchange Offer, you will be representing that, among other things:
- you are acquiring the New Notes issued in the Exchange Offer in the ordinary course of your business;
- you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in the
distribution of the New Notes within the meaning of the Securities Act;
- you are not an affiliate of ours, as defined in Rule 405 under the Securities Act;
- you have full power and authority to tender, exchange, assign and transfer the Old Notes tendered;