Transfer of the Global Notes. The Depositary shall hold the Global Note of each Tranche of Notes in custody for the benefit of the Clearing Systems. The Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to Section 2.06 of the applicable Indenture, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 of the applicable Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any Global Note may be transferred to a successor Depositary appointed in accordance with Section 3.6 hereof. Notwithstanding the foregoing, the Depositary shall not under any circumstances surrender or deliver any Global Note to any Clearing System. If (i) DTC, Euroclear or Clearstream notifies the Depositary that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act and in either case a successor Clearing System with respect to such CDIs is not appointed by the Depositary at the written request of the Issuer within 120 days, (ii) the Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof that it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Issuer within 120 days of such notification, (iii) so requested by DTC, Euroclear, Clearstream, the Issuer or the applicable Trustee, in the event of a winding-up of the Issuer or an Event of Default (as defined in the applicable Indenture) on the Notes of a Tranche has occurred and is continuing, or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business, then the Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which the applicable CDIs are held that the corresponding Global Note or Global Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts as ...
Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as nominee for DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends as referred to in Section 2(b), substantially in the form provided for in Exhibit A-1 and Exhibit A-2 hereof. Members of, or participants in, DTC (“Participants”) shall have no rights under this Agreement with respect to any Global Notes held on their behalf by DTC, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, may be treated by the Issuer, the Guarantor, the Agents and any agent of the Issuer, the Guarantor or the Agents as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Guarantor, the Agents or any agent of the Issuer, the Guarantor or the Agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note.
Transfer of the Global Notes. (a) Members of, or participants in, a Clearing System (“Participants”), which may include Euroclear and Clearstream in the case of Rule 144A Global Notes held by DTC and may include DTC in the case of the Regulation S Global Note held by Euroclear and/or Clearstream, shall have no rights under this Agreement with respect to the Global Notes held on their behalf by a Clearing System, the Custodian, as its custodian, or the Common Depositary, as common depositary, or under such Global Notes. Cede, as nominee for DTC in respect of the Rule 144A Global Notes and Citivic, as nominee for Euroclear and Clearstream in respect of the Regulation S Global Notes, may be treated by the Issuer, the Agents and any other agent of the Issuer or the Agents as the absolute owner of such Rule 144A Global Notes or the Regulation S Global Notes, as applicable, for all purposes whatsoever except as provided in Section 7(b) and to the extent that in accordance with the relevant Clearing System’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owner through participants. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Agents or any other agent of the Issuer or the Agents from giving effect to any written certification, proxy or other authorization furnished by a Clearing System or (y) impair, as between a Clearing System and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note.
Transfer of the Global Notes. The Book-Entry Depositary shall hold the Global Notes in custody for the benefit of the Depository or any transferee permitted hereunder. The Book-Entry Depositary shall not transfer, lend or dispose of any Global Note or any interest therein for any reason, except that the Book-Entry Depositary may transfer a Global Note to a successor Book-Entry Depositary in accordance with Section 3.08 hereof and may exchange or cancel a Global Note as provided in this Section 2.04 and Section 2.05 hereof. Notwithstanding the foregoing, the Book-Entry Depositary shall not under any circumstances surrender or deliver any Global Note to the Depository or any of its custodians or nominees. In the event that:
Transfer of the Global Notes. (a) Members of, or participants in, the Clearing System (“Participants”), which may include Euroclear and Clearstream, shall have no rights under this Agreement with respect to the Global Notes held on their behalf by the Clearing System, the Custodian, as its custodian, or under such Global Notes. Cede, as nominee for DTC in respect of the Rule 144A Global Notes and the Regulation S Global Notes, may be treated by the Issuer, the Agents and any other agent of the Issuer or the Agents as the absolute owner of such Rule 144A Global Notes or the Regulation S Global Notes, as applicable, for all purposes whatsoever except as provided in Section 7(b) and to the extent that in accordance with the Clearing System’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owner through participants. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Agents or any other agent of the Issuer or the Agents from giving effect to any written certification, proxy or other authorization furnished by the Clearing System or (y) impair, as between the Clearing System and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note.
Transfer of the Global Notes. (a) The Global Registered Note initially shall (i) be registered in the name of Cede & Co. as the nominee of DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends set forth in Exhibit A-1 hereto. The Global Bearer Note initially shall (i) be delivered to DKV and (ii) bear legends as set forth in Exhibit A-2 hereto. Members of, or participants in, DTC ("Participants") shall have no rights under this Agreement with respect to the Global Registered Note held on their behalf by DTC, or the Custodian as DTC's custodian, or under the Global Registered Note, and DTC may be treated by the Issuer, Exide Parent, the Agents and any agent of the Issuer, Exide Parent or the Agents as the absolute owner of the Global Registered Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, Exide Parent, the Agents or any agent of the Issuer, Exide Parent or the Agents, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a holder of any Note. Beneficial interests in the Global Registered Notes may be held only through Participants in DTC. DKV account holders ("Account Holders") shall have no rights under this Agreement with respect to the Global Bearer Note held on their behalf by DKV or under the Global Bearer Note and DKV may be treated by the Issuer, Exide Parent, the Agents and any agent of the Issuer, Exide Parent or the Agents as the absolute owner of the Global Bearer Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, Exide Parent, the Agents or any agent of the Issuer, Exide Parent or the Agents, from giving effect to any written certification, proxy or other authorization furnished by DKV or impair, as between DKV and the Account Holders, the operation of customary practices governing the exercise of the rights of a holder of any Note. Beneficial interests in the Global Bearer Note may be held only through DKV or through accounts with Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel Bank").
