Common use of FORM, DATING AND DENOMINATIONS Clause in Contracts

FORM, DATING AND DENOMINATIONS. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibits A and B. The Notes may have notations, legends or endorsements required by law, stock exchange agreements or requirements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more global notes in registered form, substantially in the form set forth in Exhibit A (the "GLOBAL NOTES"), deposited with, or on behalf of, the Depositary, and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary shall credit on its book-entry registration and transfer system, the number of Notes represented by such Global Notes to the accounts of Participants designated by the Underwriters. Ownership of beneficial interest in such Global Notes will be limited to Participants or Indirect Participants. Each Global Note shall bear such legend as may be required or reasonably requested by the Depositary. Notes in definitive form, substantially in the form set forth in Exhibit B (the "CERTIFICATED NOTES"), shall be issuable only in fully registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof. The Certificated Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

FORM, DATING AND DENOMINATIONS. The Notes and the Trustee's ’s certificate of authentication shall will be substantially in the form annexed hereto as Exhibits A and B. set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may have bear notations, legends or endorsements required by law, stock exchange agreements rule or requirements to which usage or the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the NotesApplicable Procedures. Each Note shall will be dated as of the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall will be issued initially in the form of one or more global notes in registered formGlobal Notes, substantially in the form set forth in Exhibit A (the "GLOBAL NOTES"), which shall be deposited with, or on behalf of, of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the nominee of Depositary or its nominee, as the Depositarycase may be, duly executed by the Company and authenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The Depositary shall credit on its book-entry registration and transfer system, aggregate principal amount of the number of Notes represented by such Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on the Schedule of Principal Amount to the accounts of Participants designated Global Note and recorded in the Register, as required by the UnderwritersSection 2.06 hereof. Ownership of beneficial interest in such Global Notes will be limited to Participants or Indirect Participants. Each Global Note shall bear such legend as may be required or reasonably requested by the Depositaryexchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10. The Notes in definitive form, substantially in the form set forth in Exhibit B (the "CERTIFICATED NOTES"), shall will be issuable only in fully registered form without interest coupons and only in denominations of $1,000 in principal amount Authorized Denominations. Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note. Members of, or participants and account holders in, DTC (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee nor rights under such Global Note, and the Depositary or its nominee (as the case may be) may be treated by the Issuer, the Trustee and any integral multiple thereofagent of the Company or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and the Participants (as applicable), the operation of customary practices of such persons governing the exercise of the rights of a holder of a Book-Entry Interest in any Global Note. Subject to the provisions of this Section 2.01, the registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a holder of a Book-Entry Interest in such Global Note is entitled to take under this Indenture or the Notes. The Certificated Notes Applicable Procedures shall be typed, printed, lithographed or engraved or produced applicable to Book-Entry Interests in the Global Notes that are held by any combination of these methods or may be produced Depositary Participants. The terms contained in any other manner permitted by the rules of any securities exchange on which the Notes may be listedconstitute part of this Indenture, all as determined by and, to the officers executing such Notesextent applicable, as evidenced the Company, the Trustee and the Collateral Agent, by their execution and delivery of this Indenture, agree to such Notesterms and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

FORM, DATING AND DENOMINATIONS. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibits A and B. The Notes may have notations, legends or endorsements required by law, stock exchange agreements or requirements to which 16 the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more global notes in registered form, substantially in the form set forth in Exhibit A (the "GLOBAL NOTES"), deposited with, or on behalf of, the Depositary, and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary shall credit on its book-entry registration and transfer system, the number of Notes represented by such Global Notes to the accounts of Participants designated by the Underwriters. Ownership of beneficial interest in such Global Notes will be limited to Participants or Indirect Participants. Each Global Note shall bear such legend as may be required or reasonably requested by the Depositary. Notes in definitive form, substantially in the form set forth in Exhibit B (the "CERTIFICATED NOTES"), shall be issuable only in fully registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof. The Certificated Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

FORM, DATING AND DENOMINATIONS. The Notes and the Trustee's ’s certificate of authentication shall will be substantially in the form annexed hereto as Exhibits A and B. set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may have bear notations, legends or endorsements required by law, stock exchange agreements rule or requirements to which usage or the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the NotesApplicable Procedures. Each Note shall will be dated as of the date of its authentication. The terms and provisions contained Notes will be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes annexed hereto as Exhibits A and B shall constituterepresented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on the Schedule of Principal Amount to the Global Note and recorded in the Register, as required by Section 2.06 hereof. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10. The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations. For the avoidance of doubt Euroclear and Clearstream are hereby expressly madenot required to monitor or enforce the Authorized Denominations. Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note. Members of, or participants and account holders in, Euroclear and Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary or by the Trustee nor rights under such Global Note, and the Common Depositary or its nominee (as the case may be) may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Euroclear or Clearstream or impair, as between Euroclear and Clearstream and the Participants (as applicable), the operation of customary practices of such persons governing the exercise of the rights of a holder of a Book-Entry Interest in any Global Note. Subject to the provisions of this Section 2.01, the registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a holder of a Book-Entry Interest in such Global Note is entitled to take under this Indenture or the Notes. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by Participants through Euroclear or Clearstream. The terms contained in the Notes constitute part of this Indenture. To , and, to the extent applicable, the Company Company, the Trustee and the TrusteeCollateral Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in ; provided, however, that, to the form extent that any provision of one or more global notes in registered form, substantially in any Note conflicts with the form set forth in Exhibit A (the "GLOBAL NOTES"), deposited with, or on behalf ofprovisions of this Indenture, the Depositary, provisions of this Indenture will control for purposes of this Indenture and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary shall credit on its book-entry registration and transfer system, the number of Notes represented by such Global Notes to the accounts of Participants designated by the Underwriters. Ownership of beneficial interest in such Global Notes will be limited to Participants or Indirect Participants. Each Global Note shall bear such legend as may be required or reasonably requested by the Depositary. Notes in definitive form, substantially in the form set forth in Exhibit B (the "CERTIFICATED NOTES"), shall be issuable only in fully registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof. The Certificated Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such NotesNote.

FORM, DATING AND DENOMINATIONS. The Notes and the Trustee's certificate of authentication shall be substantially in the form of certain exhibits annexed hereto as Exhibits A and B. hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements or requirements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. Each of the Notes shall be issued only in denominations of DM 1,000 and integral multiples thereof ("Authorized Denominations"). The terms and provisions contained face of the Notes shall be substantially in the form of the Notes annexed certain exhibits hereto as Exhibits A described below and B the reverse of the Note shall constitute, be the terms and are hereby expressly made, a part of this Indentureprovisions substantially as set forth in Exhibit C hereto. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes initially offered and sold to U.S. investors shall be issued initially in the form of a single, permanent global certificate in registered form (the "Global Registered Note"), deposited with Bankers Trust Company, as custodian for DTC (in such capacity, the "Custodian"), duly executed by the Company and authenticated by the Registrar as hereinafter provided. The face of the Global Registered Note shall be substantially in the form of Exhibit A hereto and shall bear the legend included therein. The Notes sold outside of the United States shall be issued in the form of one or more permanent global notes Note in registered bearer form, substantially in the form set forth in Exhibit A B hereto (the "GLOBAL NOTESGlobal Bearer Note"), deposited withwith Deutscher Kassenverein AG, or on behalf of, the Depositary, and registered in the name of the nominee of the Depositary, Frankfurt am Main ("DKV") duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary shall credit on its book-entry registration and transfer system, face of the number of Notes represented by such Global Notes to the accounts of Participants designated by the Underwriters. Ownership of beneficial interest in such Global Notes will be limited to Participants or Indirect Participants. Each Global Bearer Note shall bear such legend as may be required or reasonably requested by the Depositary. Notes in definitive form, substantially in the form set forth in of Exhibit B (hereto and shall bear the "CERTIFICATED NOTES"), shall legend included therein. Registered Note will be issuable only in fully registered form without coupons and only in denominations of $1,000 in equal to the aggregate principal amount and of the Notes outstanding at any integral multiple thereoftime. The Certificated Global Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

FORM, DATING AND DENOMINATIONS. The Notes and the Trustee's ’s certificate of authentication shall will be substantially in the form annexed hereto as Exhibits A and B. set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may have bear notations, legends or endorsements required by law, stock exchange agreements rule or requirements to which usage or the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the NotesDepositary. Each Note shall will be dated as of the date of its authentication. The terms Except to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and provisions contained authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. With respect to any PIK Payment on any Global Note, except to the extent otherwise provided in a Company Order delivered to the Trustee as provided under Section 2.21, Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable thereon as PIK Interest, rounded up to the nearest whole dollar, on the relevant Interest Payment Date on the principal amount of such Global Note, and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10. The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations. Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note. The terms contained in the Notes annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a constitute part of this Indenture. To , and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note. The aggregate principal amount of Notes shall that may be authenticated and delivered under this Indenture is limited to $118,870,000 plus the aggregate principal amount of PIK Notes issuable from time to time on each Interest Payment Date in connection with the PIK Payment required to be made on such Interest Payment Date; and the Company may not “re-open” this Indenture to issue additional Notes after the Issue Date, in each case, except for (i) PIK Notes issues as aforesaid and (ii) Notes issued initially in the form upon registration of one or more global notes in registered form, substantially in the form set forth in Exhibit A (the "GLOBAL NOTES"), deposited withtransfer of, or on behalf ofconversion for, the Depositary, and registered or in the name lieu of the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary shall credit on its book-entry registration and transfer system, the number of other Notes represented by such Global Notes pursuant to the accounts of Participants designated by the Underwriters. Ownership of beneficial interest in such Global Notes will be limited to Participants or Indirect Participants. Each Global Note shall bear such legend as may be required or reasonably requested by the Depositary. Notes in definitive form, substantially in the form set forth in Exhibit B (the "CERTIFICATED NOTES"), shall be issuable only in fully registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof. The Certificated Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notesthis Indenture.