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Guaranteed Delivery Procedures | If you wish to tender your initial notes and you cannot get the required documents to the exchange agent on time, you may tender your initial notes by using the guaranteed delivery procedures described under the section of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.” |
Withdrawal Rights | You may withdraw the tender of your initial notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated under “The Exchange Offer—Exchange Agent” before 5:00 p.m., New York City time, on the expiration date of the exchange offer. |
Acceptance of Initial Notes and Delivery of Exchange Notes | If all of the conditions to the completion of this exchange offer are satisfied, we will accept any and all initial notes that are properly tendered in this exchange offer before 5:00 p.m., New York City time, on the expiration date. We will return any initial notes that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes to you promptly after the expiration date and acceptance of your initial notes for exchange. Please refer to the section in this prospectus entitled “The Exchange Offer—Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes.” |
U.S. Federal Income Tax Considerations Relating to the Exchange Offer | Exchanging your initial notes for exchange notes will not be a taxable event to you for United States federal income tax purposes. Please refer to the section of this prospectus entitled “Certain U.S. Federal Income Tax Considerations.” |
Exchange Agent | Wells Fargo Bank, National Association, is serving as exchange agent in the exchange offer. |
Fees and Expenses | We will bear the expenses of soliciting tenders in this exchange offer, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses. Please refer to the section of this prospectus entitled “The Exchange Offer—Fees and Expenses.” |
Use of Proceeds | We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy certain of our obligations under the Registration Rights Agreements. See “Use of Proceeds.” |
Consequences to Holders Who Do Not Participate in the Exchange Offer | If you do not participate in this exchange offer: |
• except as set forth in the next paragraph, you will not necessarily be able to require us to register your initial notes under the Securities Act; |
• you will not be able to resell, offer to resell or otherwise transfer your initial notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act; and |
| • the trading market for your initial notes will become more limited to the extent other holders of initial notes participate in the exchange offer. |
| You will not be able to require us to register your initial notes under the Securities Act unless: |
| • because of any change in law or in applicable interpretations thereof by the SEC staff, we are not permitted to effect the exchange offer for the applicable series of notes; |
| • (i) with respect to the 2022 initial notes, the exchange offer is not consummated by the 450th day after May 19, 2015 and (ii) with respect to the $100.0 million aggregate principal amount of 2019 initial notes issued on April 14, 2105, the exchange offer is not consummated by the 450th day after April 14, 2015 and with respect to the $160.0 million aggregate principal amount of 2019 initial notes issued on May 19, 2105, the exchange offer is not consummated by the 450th day after May 19, 2015; |
| • you request with respect to your initial notes that are not eligible to be exchanged for exchange notes in this exchange offer; or |
| • you (so long as you are not an exchanging dealer) are not eligible to participate in this exchange offer or you (so long as you are not an exchanging dealer) participate in the exchange offer but do not receive freely tradable exchange notes on the date of the exchange and, in each case, you so request. |
| In these cases, the Registration Rights Agreements requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this paragraph. We do not currently anticipate that we will register under the Securities Act any initial notes that remain outstanding after completion of the exchange offer. |
| Please refer to the section of this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer May Have Adverse Consequences.” |
