The "Total Consideration" for each $1,000.00 principal amount of Notes validly tendered, and not validly withdrawn, prior to the Consent Payment Deadline and accepted for purchase is $1,049.43. The "Tender Offer Consideration" for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, after the Consent Payment Deadline but prior to the Expiration Date and accepted for purchase is $1,019.43. The Tender Offer Consideration is the Total Consideration minus the Consent Payment (as defined below). Holders who validly tender, and do not validly withdraw, Notes accepted for payment by the Company will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date.
The "Consent Payment" is an amount equal to $30.00 per $1,000.00 principal amount of Notes and will be payable only with respect to each Note that is validly tendered, and not validly withdrawn, on or before the Consent Payment Deadline. The Consent Payment is included in the calculation of the Total Consideration and is not in addition to the Total Consideration. Holders may not tender Notes without delivering consents with respect to such Notes, nor may Holders give their consents in respect of any Notes they do not tender.
Notes tendered pursuant to the tender offer may be validly withdrawn and consents delivered pursuant to the consent solicitation may be validly revoked at any time on or before the Consent Payment Deadline. A Holder may not validly revoke a consent unless such Holder validly withdraws such Holder's previously tendered Notes. Any Notes tendered on or before the Consent Payment Deadline that are not validly withdrawn before the Consent Payment Deadline may not be withdrawn thereafter, and any Notes tendered after the Consent Payment Deadline may not be withdrawn, unless in either case the Company reduces the principal amount of the Notes subject to the tender offer, reduces the Total Consideration or is otherwise required by applicable law to permit the withdrawal. A valid withdrawal of tendered Notes on or before the Consent Payment Deadline shall be deemed a valid revocation of the related consent.
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