Common use of TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE Clause in Contracts

TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE. A Definitive Note may be exchanged for a beneficial interest in a Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) written instructions directing the Trustee to make an endorsement on the appropriate Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, and (ii) if such Definitive Note is a Restricted Security, a certification (in substantially the form of Exhibit B attached hereto) and, if applicable, a legal opinion, in each case similar to that required pursuant to clauses (i), (ii) or (iii) of Section 2.6(a), as applicable; in which case the Trustee shall cancel such Definitive Note and cause the aggregate principal amount of Notes represented by the appropriate Global Note to be increased accordingly. If no Global Note is then outstanding, DIMAC Holdings shall issue and the Trustee shall authenticate a new Global Note in the appropriate principal amount.

TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE. A Definitive Note may be exchanged for a beneficial interest in a Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) written instructions directing the Trustee to make an endorsement on the appropriate Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, ; and (ii) if such Definitive Note is a Restricted Security, a certification (in substantially the form of Exhibit B attached hereto) and, if applicable, a legal opinion, in each case similar to that required pursuant to clauses (i), (ii) or (iii) of Section 2.6(a2.6(a)(i)-(iii), as applicable; in which case the Trustee shall cancel such Definitive Note and cause the aggregate principal amount of Notes represented by the appropriate Global Note to be increased accordingly. If no Global Note is then outstanding, DIMAC Holdings the Issuers shall issue and the Trustee shall authenticate a new Global Note in the appropriate principal amount.

TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE. A Definitive Note may be exchanged for a beneficial interest in a Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) written instructions directing the Trustee to make an endorsement on the appropriate Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, and (ii) if such Definitive Note is a Restricted Security, a certification (in substantially the form of Exhibit B attached hereto) and, if applicable, a legal opinion, in each case similar to that required pursuant to clauses (i), (ii) or (iii) of Section 2.6(a), as applicable; in which case the Trustee shall cancel such Definitive Note and cause the aggregate principal amount of Notes represented by the appropriate Global Note to be increased accordingly. If no Global Note is then outstanding, DIMAC Holdings the Issuers shall issue and the Trustee shall authenticate a new Global Note in the appropriate principal amount.

TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE. A Definitive Note may be exchanged for a beneficial interest in a Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) written instructions directing the Trustee to make an endorsement endorse- ment on the appropriate Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such the Global Note, ; and (ii) if such Definitive Note is a Restricted Security, a certification (in substantially the form of Exhibit B attached hereto) and, if applicable, to the effect that such Definitive Note is being transferred to a legal opinion, QIB in each case similar to that required pursuant to clauses (i), (ii) or (iii) of Section 2.6(a), as applicableaccordance with Rule 144A; in which case the Trustee shall cancel such Definitive Note and cause the aggregate aggre- gate principal amount of Notes represented by the appropriate Global Note to be increased accordingly. If no Global Note is then outstanding, DIMAC Holdings the Company shall issue and the Trustee shall authenticate a new Global Note in the appropriate principal amount.

TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE. A Definitive Note may be exchanged for a beneficial interest in a Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) written instructions directing the Trustee to make an endorsement on the appropriate Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, and (ii) if such Definitive Note is a Restricted Security, a certification (in substantially the form of Exhibit B attached hereto) and, if applicable, a legal opinion, in each case similar to that required pursuant to clauses (i), (ii) or (iii) of Section 2.6(a), as applicable; in which case the Trustee shall cancel such Definitive Note and cause the aggregate principal amount of Notes represented by the appropriate Global Note to be increased accordingly. If no Global Note is then outstanding, DIMAC Holdings the Company shall issue and the Trustee shall authenticate a new Global Note in the appropriate principal amount.