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(“Asset Disposition Offer”) to all Holders of Notes and, to the extent the Issuer elects, to all holders of other outstanding Pari
Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the
Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in
an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal
amount of the Notes and Pari Passu Indebtedness plus accrued and unpaid interest, if any, to the date of purchase, in
accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Indebtedness, as
applicable, in each case in minimum denominations of €50,000 and in integral multiples of €1,000 (in the case of Euro
Notes) or in minimum denominations of $75,000 and in integral multiples of $1,000 (in the case of Dollar Notes), as the case
may be.
To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly
withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess
Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal
amount of the Notes surrendered in any Asset Disposition Offer by Holders thereof and other Pari Passu Indebtedness
surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be
allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate
principal amount of tendered Notes and Pari Passu Indebtedness, by lot or by such other method as the Trustee in its sole
discretion deems fair and appropriate (and in such manner as complies with applicable legal and exchange requirements). For
the purposes of calculating the principal amount of any such Indebtedness not denominated in euro, such Indebtedness shall
be calculated by converting any such principal amounts into their Euro Equivalent determined as of a date selected by the
Issuer that is within the Asset Disposition Offer Period (as defined below). Upon completion of any Asset Disposition Offer,
the amount of Excess Proceeds shall be reset at zero.
Any Net Available Cash payable in respect of the Notes pursuant to this covenant will be apportioned between the
Euro Notes and the Dollar Notes in proportion to the respective aggregate principal amounts of Euro Notes and Dollar Notes
validly tendered and not withdrawn, based upon the Euro Equivalent of such principal amount of Dollar Notes determined as
of a date selected by the Issuer that is within the Asset Disposition Offer Period. To the extent that any portion of Net
Available Cash payable in respect of the Notes is denominated in a currency other than the currency in which the relevant
Notes are denominated, the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in the
currency in which such Notes are denominated that is actually received by the Issuer upon converting such portion into such
currency.
The Asset Disposition Offer, insofar as it relates to the Notes, will remain open for a period of not less than 20
Business Days following its commencement (the “Asset Disposition Offer Period”). No later than five Business Days after
the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the
principal amount of Notes and, to the extent it elects, Pari Passu Indebtedness required to be purchased by it pursuant to this
covenant (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly
tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer.
On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro
rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions of
Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer,
or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari
Passu Indebtedness so validly tendered and not properly withdrawn, in the case of the Notes in minimum denominations of
€50,000 or $75,000 (in the case of Dollar Notes), as the case may be, and in integral multiples of €1,000 (in the case of Euro
Notes) or $1,000 (in the case of Dollar Notes), as the case may be, in excess thereof. The Issuer will deliver to the Trustee an
Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with
the terms of this covenant. The Issuer or the Paying Agent, as the case may be, will promptly (but in any case not later than
five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering holder of Notes
an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such holder or lender,
as the case may be, and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note (or amend the
applicable Global Note), and the Trustee, upon delivery of an Officer’s Certificate from the Issuer, will authenticate and the
Registrar will mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount
that is in minimum denominations of €50,000 or $75,000 (in the case of Dollar Notes), as the case may be, and in integral
multiples of €1,000 (in the case of Euro Notes) or $1,000 (in the case of Dollar Notes), as the case may be. Any Note not so
accepted will be promptly mailed or delivered (or transferred by book entry) by the Issuer to the Holder thereof.
For the purposes of clause (2) of the first paragraph of this covenant, the following will be deemed to be cash:
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