tendered using the ATOP instituted by DTC. The exchange agent will establish an account with DTC for purposes of each exchange offer promptly after the commencement of such exchange offer and DTC
participants may electronically transmit their acceptance of such exchange offer by causing DTC to transfer their 2023 private notes or 2021 private notes, as applicable, to the exchange agent using the ATOP procedures. In connection with the
transfer, DTC will send an agents message to the exchange agent. The agents message will be deemed to state that DTC has received instructions from the participant to tender such 2023 private notes or 2021 private notes, as
applicable, and that the participant agrees to be bound by the terms of the letter of transmittal.
By using the ATOP procedures to
exchange private notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.
There is no procedure for guaranteed late delivery of the private notes.
Determinations Under the Exchange Offers
We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered private
notes and withdrawal of tendered private notes. Our determination will be final and binding. We reserve the absolute right to reject any private notes not properly tendered or any private notes our acceptance of which would, in the opinion of our
counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular private notes. Our interpretation of the terms and conditions of the exchange offers, including the instructions in the
letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of private notes must be cured within such time as we shall determine. Although we intend to notify holders of
defects or irregularities with respect to tenders of private notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of private notes will not be deemed made until such
defects or irregularities have been cured or waived. Any private notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering
holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date of the applicable exchange offer.
When We Will
Issue Exchange Notes
In all cases, we will issue exchange notes for private notes that we have accepted for exchange under the
exchange offers only after the exchange agent timely receives:
||a book-entry confirmation of such private notes into the exchange agents account at DTC; and |
||a properly transmitted agents message. |
Return of Private Notes Not Accepted or Exchanged
If we do not accept any tendered private notes for exchange or if private notes are submitted for a greater principal amount than the holder
desires to exchange, the unaccepted or non-exchanged private notes will be returned without expense to their tendering holder. Such non-exchanged private notes will be credited to an account maintained with DTC. These actions will occur promptly
after the expiration or termination of the applicable exchange offer.
Your Representations to Us
By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
||any exchange notes that you receive will be acquired in the ordinary course of your business; |