Common use of Registered Global Notes Clause in Contracts

Registered Global Notes. (a) All the Registered Notes of each Tranche will be represented by a Regulation S Global Note and/or a Rule 144A Global Note. Unless otherwise set forth in the applicable Final Terms, Registered Notes of a Series that are initially offered and sold in the United States in reliance on Rule 144A under the Securities Act as provided in the Dealership Agreement shall be represented by a Rule 144A Global Note and Registered Notes of a Series that are initially offered and sold outside the United States transactions in reliance on Regulation S under the Securities Act as provided in the Dealership Agreement shall be represented by a Regulation S Global Note. The Regulation S Global Note will be deposited with a common depository or, for Registered Global Notes which are intended to be held under the NSS, a common safekeeper for, and registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg and the Rule 144A Global Note will be deposited with a custodian for, and registered in the name of a nominee of, DTC. Beneficial interests in the Registered Global Notes will be shown on, and exchanges and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg. (b) Registered Notes represented by the Registered Global Notes shall be exchangeable and transferable only in accordance with, and subject to, the provisions of the Registered Global Notes and the Agency Agreement and the rules and operating procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg. (c) Each Registered Global Note shall be printed or typed in the form or substantially in the form set out in Part 6 of the Schedule 2 and may be a facsimile. Each Registered Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar and, for Registered Global Notes intended to be held under the NSS, effectuated by the common safekeeper. Each Registered Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer.

Registered Global Notes. (a) All the The Registered Notes of each Tranche will be represented by a Regulation S Global Note and/or a Rule 144A Restricted Global Note. Unless otherwise set forth in the applicable Final Terms, (i) Registered Notes of a Series that are initially offered and sold in the United States in reliance on Rule 144A under the Securities Act as provided in the Dealership Agreement shall initially be represented by a Rule 144A Restricted Global Note and (ii) Registered Notes of a Series that are initially offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act as provided in the Dealership Agreement shall initially be represented by a Regulation S Global Note. The Regulation S Registered Global Note will Notes shall be deposited with a common depository or, depositary for Registered Global Notes which are intended to be held under the NSS, a common safekeeper for, and registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg and the Rule 144A Global Note will be deposited with or, if applicable, a custodian for, and registered in the name of a nominee of, for DTC. Beneficial interests in the Registered Global Notes will be shown on, and exchanges and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, LuxembourgLuxembourg and, if applicable, DTC and their respective direct or indirect participants. (b) Registered Notes represented by the a Registered Global Notes Note shall be exchangeable and transferable only in accordance with, and subject to, the provisions thereof and of the Registered Global Notes and the Agency this Agreement and the rules and operating procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, and, if applicable, DTC, including the requirement that all Definitive Registered Notes issued in exchange for the Restricted Global Note shall bear a legend in the same form mutatis mutandis as that set out on the Restricted Global Note. (c) Each Registered Global Note shall be printed or typed in the form or substantially in the form set out in Part 6 VIII of the Schedule 2 B and may be a facsimile. Each Registered Global Note shall have annexed thereto a copy of the applicable Final Terms and Terms. Each Registered Global Note shall be signed manually or in facsimile by a person duly authorised by an Authorized Officer of the Issuer Republic on behalf of the Issuer Republic and shall be authenticated by or on behalf of the Registrar and, for Registered Global Notes intended to be held under the NSS, effectuated by the common safekeeperRegistrar. Each Registered Global Note so executed and authenticated shall be a binding and valid obligation of the IssuerRepublic.