Common use of Transfer of the Global Notes Clause in Contracts

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 US Guarantor, the Finance Guarantor, the Agents and any agent of the Issuer, the US Guarantor, the Finance Guarantor or the Agents as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent (x) the Issuer, the US Guarantor, the Finance Guarantor, the Agents or any agent of the Issuer, the US Guarantor, the Finance 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. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to DTC, its successors or their respective nominees except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in the Global Notes, in exchange for such beneficial interests, only if (i) DTC (A) notifies the Issuer, the US Guarantor and the Finance Guarantor that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes or the Regulation S Global Notes, as the case may be, or (B) ceases to be a clearing agency registered as such under the Exchange Act, and, in case of either (A) or (B), a successor depositary which is a clearing agency registered as such under the Exchange Act is not appointed by the Issuer within 90 days, (ii) subject to (iii) below, an Event of Default (as defined in Section 5 of the Conditions) has occurred and is continuing, (iii) in the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer fails to make payment on the Notes when due or (iv) the Issuer executes and delivers to the Fiscal Agent an order (an “Issuer Order”) stating that all Global Notes shall be exchanged in whole for Definitive Notes (in which case such exchange shall be effected by the Fiscal Agent or the Registrar). Upon the occurrence of any event described in clause (i), (ii), (iii) or (iv) in the preceding sentence, DTC shall promptly surrender the Global Notes for exchange by the Registrar into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount such Global Notes. Such Definitive Notes will be executed by the Issuer and will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of US$l,000 or integral multiples thereof) provided in a written notice to be given by DTC to the Registrar at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holder). The Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in one of the Global Notes pursuant to paragraph (b) of this Section shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of any Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement or the Notes.

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 US Guarantor, the Finance Guarantor, the Agents and any agent of the Issuer, the US Guarantor, the Finance Guarantor or the Agents as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent (x) prevent the Issuer, the US Guarantor, the Finance Guarantor, the Agents or any agent of the Issuer, the US Guarantor, the Finance 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. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to DTC, its successors or their respective nominees except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in the Global Notes, in exchange for such beneficial interests, only if (i) DTC (A) notifies the Issuer, the US Guarantor Issuer and the Finance Guarantor that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes or the Regulation S Global Notes, as the case may be, or (B) ceases to be a clearing agency registered as such under the Exchange Act, and, in case of either (A) or (B), a successor depositary which is a clearing agency registered as such under the Exchange Act is not appointed by the Issuer within 90 days, (ii) subject to (iii) below, an Event of Default (as defined in Section 5 of the Conditions) has occurred and is continuing, (iii) in the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer fails to make payment on the Notes when due or (iv) the Issuer or the Guarantor executes and delivers to the Fiscal Agent an order (an “Issuer Order” or “Guarantor Order”) stating that all Global Notes shall be exchanged in whole for Definitive Notes (in which case such exchange shall be effected by the Fiscal Agent or the Registrar). Upon the occurrence of any event described in clause (i), (ii), (iii) or (iv) in the preceding sentence, DTC shall promptly surrender the Global Notes for exchange by the Registrar into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount such Global Notes. The Issuer shall provide the Registrar with Definitive Notes inventory. Such Definitive Notes will be executed by the Issuer Issuer, endorsed with the Guarantee by the Guarantor, and will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of US$l,000 or US $200,000 and integral multiples of US$1,000 thereof) provided in a written notice to be given by DTC to the Registrar at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holder). The Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in one of the Global Notes pursuant to paragraph (b) of this Section shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of any Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement Agreement, the Notes or the NotesGuarantee.

Transfer of the Global Notes. (a) The Global Notes Registered Note initially shall (i) be registered in the name of Cede & Co. as the nominee for of 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 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 hereofhereto. Members of, or participants in, DTC (“"Participants”") shall have no rights under this Agreement with respect to any the Global Notes Registered Note held on their behalf by DTC, or the Custodian as its DTC's custodian, or under such the Global Notes Registered Note, and Cede, as nominee for DTC, DTC may be treated by the Issuer, the US Guarantor, the Finance GuarantorExide Parent, the Agents and any agent of the Issuer, the US Guarantor, the Finance Guarantor Exide Parent or the Agents as the absolute owner of such the Global Notes Registered Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent (x) the Issuer, the US Guarantor, the Finance GuarantorExide Parent, the Agents or any agent of the Issuer, the US Guarantor, the Finance Guarantor Exide Parent or the Agents 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. 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"). (b) Transfers of interests in the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to DTC, its successors or their respective nominees book-entry interests between and within DKV and DTC except as provided below. Transfers of interests in the Global Notes between DKV Account holders, on the one hand, and DTC Participants, on the other hand, shall be effected by an increase or a reduction in the aggregate amount of Notes represented by the Global Bearer Note and the corresponding reduction or increase in the aggregate amount of Notes represented by the Global Registered Note. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in the Global Notes, in exchange for such beneficial interests, only if (i) DTC (A) notifies the Issuer, the US Guarantor and the Finance Guarantor that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes or the Regulation S Global Notes, as the case may be, or (B) ceases to be a clearing agency registered as such under the Exchange Act, and, in case of either (A) or (B), a successor depositary which is a clearing agency registered as such under the Exchange Act is not appointed by the Issuer within 90 days, (ii) subject to (iii) below, an Event of Default (as defined in Section 5 of the Conditions) has occurred and is continuing, (iii) in the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer fails to make payment on the Notes when due or (iv) the Issuer executes and delivers to the Fiscal Agent an order (an “Issuer Order”) stating that all Global Notes shall be exchanged in whole for Definitive Notes (in which case such exchange shall be effected by the Fiscal Agent or the Registrar). Upon the occurrence of any event described in clause (i), (ii), (iii) or (iv) in the preceding sentence, DTC shall promptly surrender the Global Notes for exchange by the Registrar into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount such Global Notes. Such Definitive Notes will be executed by the Issuer and will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of US$l,000 or integral multiples thereof) provided in a written notice to be given by DTC to the Registrar at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holder). The Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a one of the Global Note Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in one of the Global Notes pursuant to paragraph (b) of this Section shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of any a Global Note may grant proxies and otherwise authorize any person, including Participants and Account Holders, as the case may be, and persons that may hold interests through ParticipantsParticipants and Account Holders, as the case may be, to take any action which such registered a holder is entitled to take under this Agreement or the Notes.

Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as DTC or the nominee for of DTC, (ii) be delivered to the Custodian Bankers Trust Company as custodian for DTC and (iii) bear legends as referred to described 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 DTCNote, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, DTC may be treated by the Issuer, the US Guarantor, the Finance Guarantor, the Agents and any agent of the Issuer, the US Guarantor, the Finance Guarantor or the Agents as the absolute owner of such Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent (x) the Issuer, the US Guarantor, the Finance Guarantor, the Agents or any agent of the Issuer, the US Guarantor, the Finance Guarantor or the Agents 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. Beneficial interests in the Global Notes may be held only through Participants in DTC and, in particular, prior to 40 days after the later of the closing date with respect to the Notes and the completion of the distribution of the Notes, beneficial interests in the Regulation S Global Notes may be held only through accounts with Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") or Clearstream ("Clearstream"). (ba) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to DTC, its successors or their respective nominees except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 6 hereof. In addition, Definitive U.S. Certificated Notes and Regulation S Certificated Notes shall be issued transferred to beneficial owners of interests in the Rule 144A Global NotesNote or the Regulation S Global Note, respectively, in exchange for such beneficial interests, only if (i) DTC (A) notifies the Issuer, the US Guarantor and the Finance Guarantor Issuer that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes Note or the Regulation S Global Notes, as the case may be, or (B) ceases to and a successor depositary which shall be a clearing agency registered as such under the Exchange Act, and, in case of either (A) or (B), a successor depositary which is a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, is not appointed by the Issuer within 90 days, days of such notice or (ii) subject to (iii) below, an Event of Default (as defined in Section 5 of the Conditions) has occurred and is continuing, (iii) in continuing and the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer fails to make payment on the Notes when due or (iv) the Issuer executes and delivers to the Fiscal Agent an order (an “Issuer Order”) stating that all Global Notes shall be exchanged in whole Registrar has received a request for Definitive Notes (in which case such exchange shall be effected by the Fiscal Agent or the Registrar)from DTC. Upon the occurrence of any either event described in clause clauses (i), ) and (ii), (iii) or (iv) in the preceding sentence, DTC shall promptly surrender the Global Notes for exchange by the Registrar into Definitive Certificated Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount of such Global Notes. Such Definitive Certificated Notes will be executed by the Issuer Issuer, and will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of US$l,000 or integral $250,000 and in multiples of $1,000 in excess thereof) provided in a written notice to be given by DTC to the Registrar at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holderHolder). Such Certificated Notes will be delivered to or on behalf of DTC for delivery to its Participants. The Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (cb) Any beneficial interest in a one of the Global Note Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (dc) The face of any Definitive Any Certificated Note delivered in exchange for an interest in one of the Global Notes pursuant to paragraph (b) of this Section shall, except as otherwise provided by Section 6(i6(h) hereof, be substantially in the form of Exhibit A-3 hereto, including bear the legend regarding transfer restrictions and applicable to the “Form of Transfer Notice” contained thereinNotes set forth in Section 2(b). (ed) The registered holder of any the Global Note Notes may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder a Holder is entitled to take under this Agreement Agreement, the Notes or the NotesGuarantee.