We will return any private notes that we do not accept for exchange for any reason without
expense to their tendering holder promptly after the expiration or termination of the exchange offer.
The exchange offer will expire at 5:00 p.m., New York City time,
on , 2016, unless extended, in which case the expiration date will mean the latest date and time to which we extend the
Delays in Acceptance, Extensions, Termination or Amendment
We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may
delay acceptance of any private notes by giving oral (promptly followed in writing) or written notice of such delay to their holders. During any such extensions, any private notes previously tendered will remain subject to the exchange offer, and we
may accept them for exchange.
In order to extend an exchange offer, we will notify the exchange agent by giving oral (promptly followed
in writing) or written notice of such extension. We will notify the registered holders of the private notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.
If any of the conditions described below under Conditions to the Exchange Offer have not been satisfied with respect to the
exchange offer, we reserve the right, in our sole discretion:
||to delay accepting for exchange any private notes in the exchange offer; |
||to extend the exchange offer; or |
||to terminate the exchange offer, |
by giving oral (promptly followed in writing) or written notice of such
delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.
Any such delay in acceptance, extension, termination or amendment will be followed promptly by oral (promptly followed in writing) or written
notice thereof to the registered holders of the private notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement
will be distributed to the registered holders of the private notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we may extend the exchange offer. In the event of a material change in the
exchange offer, including the waiver by us of a material condition, we will extend the exchange offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.
Conditions to the Exchange Offer
not be required to accept for exchange, or exchange any exchange notes for, any private notes if the exchange offer, or the making of any exchange by a holder of private notes, would violate applicable law or any applicable interpretation of the
staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting private notes for exchange in the event of such a potential violation.
In addition, we will not be obligated to accept for exchange the private notes of any holder that has not made to us the representations
described under Purpose and Effect of the Exchange Offer, Procedures for Tendering and Plan of Distribution and such other representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to allow us to use an appropriate form to register the exchange notes under the Securities Act.