Common use of Euroclear and Clearstream Procedures Applicable Clause in Contracts

Euroclear and Clearstream Procedures Applicable. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. Execution and Authentication. Two Officers shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated pursuant to the terms of this Indenture. The Trustee shall, upon written order of the Company signed by two Officers in the form of an Officers' Certificate, authenticate Notes for original issue. The written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of outstanding Notes on the authentication date. As of the date of this Indenture, there shall be issued, authenticated and outstanding $50,000,000 aggregate principal amount of Notes designated as 13% Series A Senior Subordinated Notes due 2007. The Company may, subject to Section 4.11 hereof and applicable law, issue additional Notes under this Indenture in one or more series. Any Notes issued after the date of this Indenture shall be governed by, and be subject to the terms and entitled to the benefits of this Indenture. The initial Notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, voting, waivers, consents, amendments, redemptions and offers to purchase. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries.

Euroclear and Clearstream Procedures Applicable. The provisions of the "“Operating Procedures of the Euroclear System" ” and "“Terms and Conditions Governing Use of Euroclear" ” and the "“General Terms and Conditions of Clearstream" Clearstream Banking” and "“Customer Handbook" ” of Clearstream shall will be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream; provided, however, that the Trustee and the Paying Agent and the Registrar shall not have any duty or obligation with respect to any such procedures. Execution and Authentication. Two Officers shall An Officer must sign the Notes for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the initial authenticating agent (the “Authenticating Agent”) to authenticate the Notes. A Note shall will not be valid until authenticated by the manual or facsimile signature of the TrusteeAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been authenticated pursuant to the terms of under this Indenture. The Trustee On the Issue Date, the Authenticating Agent shall, upon receipt of a written order of the Company Issuer signed by two Officers in the form of an Officers' CertificateOfficer (an “Authentication Order”), authenticate and deliver the Initial Notes for original issue up to €350,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Authenticating Agent shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.04 hereof, in an aggregate principal amount specified in such Authentication Order. The written order Such Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated authenticated, and the aggregate principal amount of outstanding date from which interest on such Notes on shall accrue, whether the authentication dateNotes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. As of In addition, such Authentication Order shall include a statement that the date of this Indenture, there shall be issued, authenticated Person signing the Authentication Order has (i) read and outstanding $50,000,000 aggregate principal amount of Notes designated as 13% Series A Senior Subordinated Notes due 2007. The Company may, subject to Section 4.11 hereof and applicable law, issue additional Notes under this Indenture in one or more series. Any Notes issued after understood the date provisions of this Indenture shall be governed by, and be subject relevant to the terms statements in the Authentication Order and entitled (ii) made such examination or investigation as is necessary to the benefits of this Indentureenable him to make such statements. The initial Notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, voting, waivers, consents, amendments, redemptions and offers to purchase. The Trustee Authenticating Agent may appoint an additional or replacement authenticating agent agents reasonably acceptable to the Company Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by the Issuer, a copy of which shall be furnished to the Trustee. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee Authenticating Agent may do so. Each reference in this Indenture to authentication by the Trustee Authenticating Agent includes authentication by such agent. An authenticating agent The Authenticating Agent has the same rights as an Agent to deal with the Company, any Holders or an Affiliate of the Company, or any of their respective SubsidiariesIssuer.

Euroclear and Clearstream Procedures Applicable. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of ClearstreamClearstream Banking" and "Customer Handbook" of Clearstream shall will be applicable to transfers of beneficial interests in the Regulation S Global Notes Note that are held by Participants through Euroclear or Clearstream. Execution and Authentication. Two Officers of the Company shall sign the Notes for the Company by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note so authenticated has been duly authenticated pursuant to the terms of and delivered under this Indenture. The Trustee shall, upon receipt of a written order of the Company signed by two Officers in the form of (an Officers' Certificate"Authentication Order"), authenticate (i) Notes for original issue. The written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the issue in an aggregate principal amount of outstanding Notes up to $390,000,000 on the authentication date. As of the date of this Indenture, there shall be issued, authenticated and outstanding $50,000,000 aggregate principal amount of Notes designated as 13% Series A Senior Subordinated Notes due 2007. The Company may, subject to Section 4.11 hereof and applicable law, issue additional Notes under this Indenture in one or more series. Any Notes issued after the date of this Indenture shall be governed by, and be subject (ii) Additional Notes from time to the terms and entitled to the benefits of time as permitted under this Indenture. The initial Notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, voting, waivers, consents, amendments, redemptions and offers to purchase. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with any Holder, the Company, any Company or an Affiliate of the Company, . The Trustee shall not be liable for any act or failure to act of the authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Each authenticating agent shall be acceptable to the Company and otherwise comply in all respects with the eligibility requirements of their respective Subsidiariesthe Trustee contained in this Indenture.

Euroclear and Clearstream Procedures Applicable. The provisions of the "“Operating Procedures of the Euroclear System" ” and "“Terms and Conditions Governing Use of Euroclear" ” and the "“General Terms and Conditions of Clearstream" Clearstream Banking” and "“Customer Handbook" ” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes Securities that are held by Participants through Euroclear or Clearstream. Section 2.2. Execution and Authentication. Two Officers One Officer shall sign the Notes Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Note Security shall not be valid until authenticated by the manual signature an authorized signatory of the Trustee. The signature shall be conclusive evidence that Trustee manually authenticates the Note has been authenticated pursuant to the terms of this IndentureSecurity. The Trustee shall, upon a written order of the Company signed by two Officers one Officer (an “Authentication Order”), authenticate Securities for original issue on the date hereof in the form aggregate principal amount of $400 million. The signature of the Trustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and issued under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) the Initial Securities for issue on the Issue Date in an aggregate principal amount of $400,000,000, (2) from time to time, the Additional Securities, and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for the applicable Initial Securities or the Additional Securities, as the case may be, of the same series of an Officers' Certificateequal principal amount, authenticate Notes for original issuein each case upon a Company Order. The written order Such Company Order shall specify the amount of Notes the Securities to be authenticated, authenticated and the date on which the Notes original issue of Securities are to be authenticated and whether the Securities are to be Initial Securities, Additional Securities or Exchange Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officers’ Certificate, the following information: (i) the aggregate principal amount of outstanding Notes on such Additional Securities to be authenticated and delivered pursuant to this Indenture; and (ii) the authentication date. As issue price and the issue date of the date of this Indenture, there shall be issued, authenticated and outstanding $50,000,000 Additional Securities. The aggregate principal amount of Notes designated as 13% Series A Senior Subordinated Notes due 2007. The Company may, subject to Section 4.11 hereof Securities which may be authenticated and applicable law, issue additional Notes delivered under this Indenture in one or more seriesis unlimited. Any Notes All Securities issued after the date of under this Indenture shall be governed by(whether Initial Securities, and be subject to the terms and entitled to the benefits of this Indenture. The initial Notes and any additional Notes subsequently issued under the Indenture Additional Securities or Exchange Securities) will be treated as a single class for all purposes under the this Indenture, including, without limitation, voting, waivers, consents, amendments, redemptions and offers to purchase. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with In case the Company, pursuant to Article IV herein, shall be consolidated or merged with or into any Affiliate other Person or shall transfer or lease all or substantially all of its assets to any Person, and the successor Person formed by or surviving any such consolidation or any such merger, or to which such transfer or lease shall have been made, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV herein, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of their respective Subsidiariesa successor Person pursuant to this Section 2.2 herein in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.