dispute or controversy regarding the Accrued Interest, the determination of the Offeror shall be conclusive and binding, absent any manifest error.

Total Amount Payable to Holders

If the Offeror decides to accept valid tenders of Securities pursuant to the Offer and the New Issue Condition is satisfied (or waived), the total amount that will be paid on the Settlement Date to each Holder that has so tendered its Securities will be the cash amount (rounded to the nearest €0.01, with half a cent rounded upwards) equal to the sum of:

(a) the product of (i) the aggregate principal amount of the Securities validly tendered and accepted for purchase from such Holder pursuant to the Offer and (ii) the Purchase Price; and

(b) the Accrued Interest Payment on such Securities.

Maximum Acceptance Amount and Scaling

If the Offeror decides to accept any Securities for purchase pursuant to the Offer, it proposes that the aggregate princ
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