Amendment No. 3 to Form S-1 Table of Contents Sharon Men, a member of the our board of directors, also serves on the board of directors of Bank of America Corporation, the parent company of Merrill Lynch, Pierce, Fenner & Smith Incorporated. Conflicts of Interest A portion of the net proceeds from this offering will be used to repay borrowings outstanding under the ABS/Safeway Term Loan Facilities. Because one or more funds or accounts managed or advised by an investment management affiliate of Guggenheim Securities, LLC are lenders under the ABS/Safeway Term Loan Facilities and may receive 5% or more of the net proceeds from this offering, Guggenheim Securities, LLC is deemed to have a "conflict of interest" within the meaning of Rule 5121. As such, this offering is being conducted in accordance with the applicable requirements of Rule 5121. Rule 5121 requires that a "qualified independent underwriter" meeting certain standards participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. Goldman, Sachs & Co. will act as a "qualified independent underwriter" within the meaning of Rule 5121 in connection with this offering. Goldman, Sachs & Co. will not receive any additional fees for serving as a qualified independent underwriter in this offering. We have agreed, subject to certain terms and conditions, to indemnify Goldman, Sachs & Co. against certain liability incurred in connection with it acting as a qualified independent underwriter in this offering, including liabilities under the Securities Act. Guggenheim Securities, LLC will not confirm sales to accounts in which it exercises discretionary authority without the prior written consent of the customer. The shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsec