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| • create liens or engage in sale and leaseback transactions; |
| • pay dividends or make distributions in respect of capital stock; |
| • make certain restricted payments; |
| • sell assets; |
| • engage in certain transactions with affiliates, except on an arms’-length basis; or |
| • consolidate or merge with, or sell substantially all of our assets to, another person. |
| We are also required to maintain compliance with a minimum liquidity covenant. |
| You should read “Description of 2022 Notes—Certain Covenants” for a description of these covenants. |
Use of Proceeds | We will not receive any proceeds from the issuance of the 2022 exchange notes. We are making this exchange offer solely to satisfy our obligations under the 2022 Registration Rights Agreement. See “Use of Proceeds.” |
Limited Public Market for the Exchange Notes | The 2022 exchange notes will be issued as part of the same class as 2022 notes previously issued under the 2022 notes indenture, but the trading market for the 2022 exchange notes is expected to be limited. We cannot assure you that the market for the 2022 exchange notes will be liquid. Please refer to the section of this prospectus entitled “Risk Factors—Risks Related to the Exchange Offer—There is a limited trading market for the exchange notes.” |
Form of the Exchange Notes | The 2022 exchange notes will be represented by one or more permanent global securities in registered form deposited on behalf of The Depository Trust Company (“DTC”) with Wells Fargo Bank, National Association, as custodian. You will not receive 2022 exchange notes in certificated form unless one of the events described in the section of this prospectus entitled “Book Entry; Delivery and Form—Exchange of Book-Entry Notes for Certificated Notes” occurs. Instead, beneficial interests in the 2022 exchange notes will be shown on, and transfers of these 2022 exchange notes will be effected only through, records maintained in book-entry form by DTC with respect to its participants. |
Risk Factors | Investing in the 2022 notes involves substantial risks and uncertainties. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in any notes, including the 2022 exchange notes. |
