Form, Denomination and Date of Bonds. (a) Unless otherwise provided in the applicable Authorization, the Bonds will be issued only in fully registered form, substantially in the form of Exhibit B hereto (the "Registered Global Bonds") or Exhibit C hereto (the "Definitive Registered Bonds"). As set forth in Sections 2.5(i), (j) and (k), Definitive Registered Bonds may be issued in exchange for beneficial interests in the Registered Global Bond or Registered Global Bonds. All Bonds shall contain or incorporate by reference the Terms, substantially as set forth in Exhibit D hereto, as amended or supplemented as appropriate by any Authorization Certificate. The authorized denominations of the Bonds shall be as provided in the Terms. The Bonds shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the Republic executing the same may determine with the approval of the Fiscal Agent. (b) Any of the Bonds may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Fiscal Agency Agreement, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of any securities market in which the Bonds are admitted to trading, or to conform to general usage. (c) Each Bond shall be dated the date of its authentication. (d) The Registered Global Bond will be deposited by the Fiscal Agent with the Depository or on behalf of the Depository with the Custodian, in either case in the name of a participant in the Depository. (e) The Depository for the Registered Global Bond will credit on its book entry registration and transfer system the respective principal amounts of the Bonds represented by such Registered Global Bond to the accounts of Persons that have accounts with such Depository ("Participants"). The accounts to be credited shall be designated by the Fiscal Agent or Underwriters with respect to such Registered Global Bond. Ownership of beneficial interests in a Registered Global Bond will be limited to Participants or Persons that may hold interests through Participants. Ownership of beneficial interests in a Registered Global Bond will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to interests of Participants) and records of Participants (with respect to interests of Persons who hold through Participants). Owners of beneficial interests in a Registered Global Bond (other than Participants) will not receive written confirmation from the applicable Depository of their purchase. Each beneficial owner is expected to receive written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the Depository (if such beneficial owner is a Participant) or from the Participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a Participant). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, pledge or transfer beneficial interests in the Registered Global Bond. (f) So long as the Depository for the Registered Global Bond, or its nominee, is the registered owner of such Registered Global Bond, such Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Bonds represented by such Registered Global Bond for all purposes under this Fiscal Agency Agreement. Except as specified below, owners of beneficial interests in a Registered Global Bond will not be entitled to have any of the individual Bonds represented by such Registered Global Bond registered in their names, and will not receive or be entitled to receive physical delivery of any such Bonds in definitive form and will not be considered the owners or holders thereof under such Bonds or this Fiscal Agency Agreement. Accordingly, each Person owning a beneficial interest in a Registered Global Bond must rely on the procedures of the Depository for such Registered Global Bond and, if such Person is not a Participant, on the procedures of the Participant through which such Person owns its interest, to exercise any rights of a holder under the Bonds or this Fiscal Agency Agreement. The Republic understands that under existing industry practices, if the Republic requests any action of holders, or an owner of a beneficial interest in such Registered Global Bond desires to take any action which a holder is entitled to take under this Fiscal Agency Agreement, the Depository for such Registered Global Bond would authorize the Participants holding the relevant interests to take such action, and such Participants would authorize beneficial owners owning through such Participants to take such action or would otherwise act upon the instructions of beneficial owners holding through them. (g) Payments of principal of and any premium and any interest on Bonds registered in the name of the Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the holder of the Registered Global Bond representing such Bonds. None of the Republic, any Paying Agent or the Fiscal Agent, in its capacity as registrar for such Bonds, will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a Registered Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial interests. (h) A Registered Global Bond may be deposited with such other Depository as the Republic may from time to time designate, and shall bear such legends as may be appropriate. Any Depository designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (i) If at any time the Depository for the Bonds represented by one or more Registered Global Bonds notifies the Republic that it is unwilling, unable or no longer qualified to continue acting as the depositary for the Registered Global Bond or Registered Global Bonds, or if the Depository notifies the Republic that it has ceased to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be so registered, and the Republic does not appoint a successor Depository within 90 days, or if an Event of Default with respect to the Bonds represented by one or more Registered Global Bonds has occurred and is continuing (as set forth in Paragraph 5 of the Terms), the Republic's election pursuant to this Section 2.5 that such Bonds be represented by one or more Registered Global Bonds shall no longer be effective and the Republic will execute, and the Fiscal Agent (or JPMorgan Chase Bank, London Office, acting as its agent), upon receipt of an Officer's Certificate of the Republic for the authentication and delivery of Definitive Registered Bonds, and upon receipt of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, without charge, Definitive Registered Bonds in authorized denominations in an aggregate principal amount equal to the principal amount of such Registered Global Bonds in exchange for such Registered Global Bonds. (j) Upon the exchange of the Registered Global Bond or Registered Global Bonds for Definitive Registered Bonds, the Registered Global Bond or Registered Global Bonds shall be canceled by the Fiscal Agent as set forth in Section 2.7(c). (k) If any Bondholder has instituted any judicial proceeding in a court to enforce such Bondholder's rights under the Bonds or this Fiscal Agency Agreement, and the Bondholder has been advised by counsel that in connection with such proceeding it is necessary or appropriate for such Bondholder to obtain possession of the Bondholder's Bond, with written notice to the Fiscal Agent such Bondholder may demand that the Bondholder's Bond represented by a Registered Global Bond shall no longer be represented by such Registered Global Bond. Additionally, the Republic, at its option, may determine to terminate the book-entry system through DTC and make Definitive Registered Bonds available to Bondholders or their nominees. In either such event, the Republic hereby agrees to execute and the Fiscal Agent, upon receipt from the Republic of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, in exchange for such Registered Global Bond, Definitive Registered Bonds (and if the Fiscal Agent has in its possession Definitive Registered Bonds previously executed by the Republic, the Fiscal Agent will authenticate and deliver such Bonds), in authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Bond. (l) Definitive Registered Bonds will only be issued in exchange for interests in a Registered Global Bond pursuant to Sections 2.5(i), (j) and (k) hereof.
Appears in 1 contract
Form, Denomination and Date of Bonds. (a) Unless otherwise provided in the applicable Authorization, the Bonds will be issued only in fully registered form, substantially in the form of Exhibit B hereto (the "“Registered Global Bonds"”) or Exhibit C hereto (the "“Definitive Registered Bonds"”). As set forth in Sections 2.5(i), (j) and (k), Definitive Registered Bonds may be issued in exchange for beneficial interests in the Registered Global Bond or Registered Global Bonds. All Bonds shall contain or incorporate by reference the Terms, substantially as set forth in Exhibit D hereto, as amended or supplemented as appropriate by any Authorization Certificate. The authorized denominations of the Bonds shall be as provided in the Terms. The Bonds shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the Republic executing the same may determine with the approval of the Fiscal Agent.
(b) Any of the Bonds may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Fiscal Agency Agreement, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of any securities market in which the Bonds are admitted to trading, or to conform to general usage.
(c) Each Bond shall be dated the date of its authentication.
(d) The Registered Global Bond will be deposited by the Fiscal Agent with the Depository or on behalf of the Depository with the Custodian, in either case in the name of a participant in the Depository.
(e) The Depository for the Registered Global Bond will credit on its book entry registration and transfer system the respective principal amounts of the Bonds represented by such Registered Global Bond to the accounts of Persons that have accounts with such Depository ("“Participants"”). The accounts to be credited shall be designated by the Fiscal Agent or Underwriters with respect to such Registered Global Bond. Ownership of beneficial interests in a Registered Global Bond will be limited to Participants or Persons that may hold interests through Participants. Ownership of beneficial interests in a Registered Global Bond will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to interests of Participants) and records of Participants (with respect to interests of Persons who hold through Participants). Owners of beneficial interests in a Registered Global Bond (other than Participants) will not receive written confirmation from the applicable Depository of their purchase. Each beneficial owner is expected to receive written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the Depository (if such beneficial owner is a Participant) or from the Participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a Participant). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, pledge or transfer beneficial interests in the Registered Global Bond.
(f) So long as the Depository for the Registered Global Bond, or its nominee, is the registered owner of such Registered Global Bond, such Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Bonds represented by such Registered Global Bond for all purposes under this Fiscal Agency Agreement. Except as specified below, owners of beneficial interests in a Registered Global Bond will not be entitled to have any of the individual Bonds represented by such Registered Global Bond registered in their names, and will not receive or be entitled to receive physical delivery of any such Bonds in definitive form and will not be considered the owners or holders thereof under such Bonds or this Fiscal Agency Agreement. Accordingly, each Person owning a beneficial interest in a Registered Global Bond must rely on the procedures of the Depository for such Registered Global Bond and, if such Person is not a Participant, on the procedures of the Participant through which such Person owns its interest, to exercise any rights of a holder under the Bonds or this Fiscal Agency Agreement. The Republic understands that under existing industry practices, if the Republic requests any action of holders, or an owner of a beneficial interest in such Registered Global Bond desires to take any action which a holder is entitled to take under this Fiscal Agency Agreement, the Depository for such Registered Global Bond would authorize the Participants holding the relevant interests to take such action, and such Participants would authorize beneficial owners owning through such Participants to take such action or would otherwise act upon the instructions of beneficial owners holding through them.
(g) Payments of principal of and any premium and any interest on Bonds registered in the name of the Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the holder of the Registered Global Bond representing such Bonds. None of the Republic, any Paying Agent or the Fiscal Agent, in its capacity as registrar for such Bonds, will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a Registered Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial interests.
(h) A Registered Global Bond may be deposited with such other Depository as the Republic may from time to time designate, and shall bear such legends as may be appropriate. Any Depository designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.
(i) If at any time the Depository for the Bonds represented by one or more Registered Global Bonds notifies the Republic that it is unwilling, unable or no longer qualified to continue acting as the depositary for the Registered Global Bond or Registered Global Bonds, or if the Depository notifies the Republic that it has ceased to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be so registered, and the Republic does not appoint a successor Depository within 90 days, or if an Event of Default with respect to the Bonds represented by one or more Registered Global Bonds has occurred and is continuing (as set forth in Paragraph 5 of the Terms), the Republic's ’s election pursuant to this Section 2.5 that such Bonds be represented by one or more Registered Global Bonds shall no longer be effective and the Republic will execute, and the Fiscal Agent (or JPMorgan Chase Bank, London Office, acting as its agent), upon receipt of an Officer's ’s Certificate of the Republic for the authentication and delivery of Definitive Registered Bonds, and upon receipt of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, without charge, Definitive Registered Bonds in authorized denominations in an aggregate principal amount equal to the principal amount of such Registered Global Bonds in exchange for such Registered Global Bonds.
(j) Upon the exchange of the Registered Global Bond or Registered Global Bonds for Definitive Registered Bonds, the Registered Global Bond or Registered Global Bonds shall be canceled by the Fiscal Agent as set forth in Section 2.7(c).
(k) If any Bondholder has instituted any judicial proceeding in a court to enforce such Bondholder's ’s rights under the Bonds or this Fiscal Agency Agreement, and the Bondholder has been advised by counsel that in connection with such proceeding it is necessary or appropriate for such Bondholder to obtain possession of the Bondholder's ’s Bond, with written notice to the Fiscal Agent such Bondholder may demand that the Bondholder's ’s Bond represented by a Registered Global Bond shall no longer be represented by such Registered Global Bond. Additionally, the Republic, at its option, may determine to terminate the book-entry system through DTC and make Definitive Registered Bonds available to Bondholders or their nominees. In either such event, the Republic hereby agrees to execute and the Fiscal Agent, upon receipt from the Republic of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, in exchange for such Registered Global Bond, Definitive Registered Bonds (and if the Fiscal Agent has in its possession Definitive Registered Bonds previously executed by the Republic, the Fiscal Agent will authenticate and deliver such Bonds), in authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Bond.
(l) Definitive Registered Bonds will only be issued in exchange for interests in a Registered Global Bond pursuant to Sections 2.5(i), (j) and (k) hereof.
Appears in 1 contract
Form, Denomination and Date of Bonds. (a) Unless otherwise provided in the applicable Authorization, the Bonds will be issued only in fully registered form, without interest coupons, substantially in the form of Exhibit B A hereto (the "Registered Global Bonds") or Exhibit C B hereto (the "Definitive Registered Bonds"). As set forth in Sections 2.5(i), (j3.3(i) and (kj), Definitive Registered Bonds may be issued in exchange for beneficial interests in the Registered Global Bond or Registered Global Bonds. All Bonds shall contain or incorporate by reference the Terms, substantially as set forth in Exhibit D hereto, as amended or supplemented as appropriate by any Authorization Certificate. The authorized denominations of the Bonds of a Series shall be as provided in the Terms. The Bonds of a Series shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the Republic Peru executing the same may determine with the approval of the Fiscal Agent.
(b) Any of the Bonds of a Series may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such marks of identification, endorsement, legend or legends, legends not inconsistent with the provisions of this Fiscal Agency Agreement, Agreement or the Authorization of such Series as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of any securities market in which the Bonds are admitted to trading, or to conform to general usage. All Bonds of a particular Series shall otherwise be substantially identical except as to denomination and as otherwise provided herein or in the Authorization of such Series.
(c) Each Bond shall be dated the date of its authenticationauthentication by the Fiscal Agent.
(d) The Registered Global Bond will be deposited by the Fiscal Agent with the Depository or on behalf of the Depository with the Custodian, in either case in the name of a participant in the Depository.
(e) The Depository for the Registered Global Bond will credit on its book entry registration and transfer system the respective principal amounts of the Bonds represented by such Registered Global Bond to the accounts of Persons that have accounts with such Depository ("Participants"). The accounts to be credited shall be designated by the Fiscal Agent or Underwriters with respect to such Registered Global Bond. Ownership of beneficial interests in a Registered Global Bond will be limited to Participants or Persons that may hold interests through Participants. Ownership of beneficial interests in a Registered Global Bond will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to interests of Participants) and records of Participants (with respect to interests of Persons who hold through Participants). Owners of beneficial interests in a Registered Global Bond (other than Participants) will not receive written confirmation from the applicable Depository of their purchase. Each beneficial owner is expected to receive written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the Depository (if such beneficial owner is a Participant) or from the Participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a Participant). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, pledge or transfer beneficial interests in the Registered Global Bond.
(f) So long as the Depository for the Registered Global Bond, or its nominee, is the registered owner of such Registered Global Bond, such Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Bonds represented by such Registered Global Bond for all purposes under this Fiscal Agency Agreement. Except as specified belowbelow or in the Terms specific to the Bonds of a Series, owners of beneficial interests in a Registered Global Bond will not be entitled to have any of the individual Bonds represented by such Registered Global Bond registered in their names, and will not receive or be entitled to receive physical delivery of any such Bonds in definitive form and will not be considered the owners or holders thereof under such Bonds or this Fiscal Agency Agreement. Accordingly, each Person owning a beneficial interest in a Registered Global Bond must rely on the procedures of the Depository for such Registered Global Bond and, if such Person is not a Participant, on the procedures of the Participant through which such Person owns its interest, to exercise any rights of a holder under the Bonds or this Fiscal Agency Agreement. The Republic Peru understands that under existing industry practices, if the Republic Peru requests any action of holders, or an owner of a beneficial interest in such Registered Global Bond desires to take any action which a holder is entitled to take under this Fiscal Agency Agreement, the Depository for such Registered Global Bond would authorize the Participants holding the relevant interests to take such action, and such Participants would authorize beneficial owners owning through such Participants to take such action or would otherwise act upon the instructions of beneficial owners holding through them.
(g) Payments of principal of and any premium and any interest on Bonds registered in the name of the Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the holder of the Registered Global Bond representing such Bonds. Peru expects that the Depository for a series of Global Bonds or its nominee, upon receipt of any payment of principal, premium or interest in respect of a Global Bond will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Bond as shown on the records of such Depository. Peru also expects that payments by Participants to owners of beneficial interests in such Global Bond held through such Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name". Such payments will be the responsibility of such Participants. None of the RepublicPeru, any Paying Agent paying agent or the Fiscal Agent, in its capacity as registrar for such Bonds, will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a Registered Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial interests.
(h) A Registered Global Bond may be deposited with such other Depository as the Republic Peru may from time to time designate, and shall bear such legends as may be appropriate. Any Depository designated pursuant to this Section 3.3 must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.
(i) If at any time Peru notifies the Depository that it will no longer be the Depository for the Bonds represented by one Bonds, or more Registered Global Bonds if the Depository notifies the Republic Peru that it is unwilling, unable or no longer qualified to continue acting as the depositary for Depositary to the Registered Global Bond or Registered Global Bonds, or if the Depository notifies the Republic that it has ceased to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be so registered, and the Republic Peru does not appoint a successor Depository within 90 days, or if an Event of Default with respect to the Bonds represented by one or more Registered Global Bonds has occurred and is continuing (as set forth in Paragraph 5 of the Terms), the RepublicPeru's election pursuant to this Section 2.5 3.3 that such Bonds be represented by one or more Registered Global Bonds shall no longer be effective and the Republic Peru will execute, and the Fiscal Agent (or JPMorgan Chase Bank, London Office, acting as its agent)Agent, upon receipt of an Officer's Certificate of the Republic Peru for the authentication and delivery of Definitive Registered Bonds, and upon receipt of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, without charge, Definitive Registered Bonds in authorized denominations in an aggregate principal amount equal to the principal amount of such Registered Global Bonds in exchange for such Registered Global Bonds.
(j) Upon the exchange of the Registered Global Bond or Registered Global Bonds for Definitive Registered Bonds, the Registered Global Bond or Registered Global Bonds shall be canceled by the Fiscal Agent as set forth in Section 2.7(c).
(k) If any Bondholder has instituted any judicial proceeding in a court to enforce such Bondholder's rights under the Bonds or this Fiscal Agency Agreement, and the Bondholder has been advised by counsel that in connection with such proceeding it is necessary or appropriate for such Bondholder to obtain possession of the Bondholder's Bond, with written notice to the Fiscal Agent such Bondholder may demand that the Bondholder's Bond represented by a Registered Global Bond shall no longer be represented by such Registered Global Bond. Additionally, the RepublicPeru, at any time and at its optionsole discretion, may determine to terminate the book-entry system through DTC the Depository and make Definitive Registered Bonds available to Bondholders or their nominees. In either such event, the Republic Peru hereby agrees to execute and the Fiscal Agent, upon receipt from the Republic Peru of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, in exchange for such Registered Global Bond, Definitive Registered Bonds (and if the Fiscal Agent has in its possession Definitive Registered Bonds previously executed by the RepublicPeru, the Fiscal Agent will authenticate and deliver such Bonds), in authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Bond.
(k) Upon the exchange of the Global Bond or Global Bonds for Definitive Bonds, the Global Bond or Global Bonds shall be canceled by the Fiscal Agent as set forth in Section 3.5(c).
(l) Definitive Registered Bonds will only be issued in exchange for interests in a Registered Global Bond pursuant to Sections 2.5(i), 3.3(i) and (j) and (k) hereof.
Appears in 1 contract
Form, Denomination and Date of Bonds. (a) Unless otherwise provided in the applicable Authorization, the Bonds will be issued only in fully registered form, without interest coupons, substantially in the form of Exhibit A hereto (the “Global Bonds”) or Exhibit B hereto (the "Registered Global “Definitive Bonds") or Exhibit C hereto (the "Definitive Registered Bonds"”). As set forth in Sections 2.5(i), (j3.3(i) and (kj), Definitive Registered Bonds may be issued in exchange for beneficial interests in the Registered Global Bond or Registered Global Bonds. All Bonds shall contain or incorporate by reference the Terms, substantially as set forth in Exhibit D hereto, as amended or supplemented as appropriate by any Authorization Certificate. The authorized denominations of the Bonds of a Series shall be as provided in the Terms. The Bonds of a Series shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the Republic Peru executing the same may determine with the approval of the Fiscal Agent.
(b) Any of the Bonds of a Series may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such marks of identification, endorsement, legend or legends, legends not inconsistent with the provisions of this Fiscal Agency Agreement, Agreement or the Authorization of such Series as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of any securities market in which the Bonds are admitted to trading, or to conform to general usage. All Bonds of a particular Series shall otherwise be substantially identical except as to denomination and as otherwise provided herein or in the Authorization of such Series.
(c) Each Bond shall be dated the date of its authenticationauthentication by the Fiscal Agent.
(d) The Registered Global Bond will be deposited by the Fiscal Agent with the Depository or on behalf of the Depository with the Custodian, in either case in the name of a participant in the Depository.
(e) The Depository for the Registered Global Bond will credit on its book entry registration and transfer system the respective principal amounts of the Bonds represented by such Registered Global Bond to the accounts of Persons that have accounts with such Depository ("“Participants"”). The accounts to be credited shall be designated by the Fiscal Agent or Underwriters with respect to such Registered Global Bond. Ownership of beneficial interests in a Registered Global Bond will be limited to Participants or Persons that may hold interests through Participants. Ownership of beneficial interests in a Registered Global Bond will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to interests of Participants) and records of Participants (with respect to interests of Persons who hold through Participants). Owners of beneficial interests in a Registered Global Bond (other than Participants) will not receive written confirmation from the applicable Depository of their purchase. Each beneficial owner is expected to receive written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the Depository (if such beneficial owner is a Participant) or from the Participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a Participant). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, pledge or transfer beneficial interests in the Registered Global Bond.
(f) So long as the Depository for the Registered Global Bond, or its nominee, is the registered owner of such Registered Global Bond, such Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Bonds represented by such Registered Global Bond for all purposes under this Fiscal Agency Agreement. Except as specified belowbelow or in the Terms specific to the Bonds of a Series, owners of beneficial interests in a Registered Global Bond will not be entitled to have any of the individual Bonds represented by such Registered Global Bond registered in their names, and will not receive or be entitled to receive physical delivery of any such Bonds in definitive form and will not be considered the owners or holders thereof under such Bonds or this Fiscal Agency Agreement. Accordingly, each Person owning a beneficial interest in a Registered Global Bond must rely on the procedures of the Depository for such Registered Global Bond and, if such Person is not a Participant, on the procedures of the Participant through which such Person owns its interest, to exercise any rights of a holder under the Bonds or this Fiscal Agency Agreement. The Republic Peru understands that under existing industry practices, if the Republic Peru requests any action of holders, or an owner of a beneficial interest in such Registered Global Bond desires to take any action which a holder is entitled to take under this Fiscal Agency Agreement, the Depository for such Registered Global Bond would authorize the Participants holding the relevant interests to take such action, and such Participants would authorize beneficial owners owning through such Participants to take such action or would otherwise act upon the instructions of beneficial owners holding through them.
(g) Payments of principal of and any premium and any interest on Bonds registered in the name of the Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the holder of the Registered Global Bond representing such Bonds. Peru expects that the Depository for a series of Global Bonds or its nominee, upon receipt of any payment of principal, premium or interest in respect of a Global Bond will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Bond as shown on the records of such Depository. Peru also expects that payments by Participants to owners of beneficial interests in such Global Bond held through such Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name”. Such payments will be the responsibility of such Participants. None of the RepublicPeru, any Paying Agent paying agent or the Fiscal Agent, in its capacity as registrar for such Bonds, will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a Registered Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial interests.
(h) A Registered Global Bond may be deposited with such other Depository as the Republic Peru may from time to time designate, and shall bear such legends as may be appropriate. Any Depository designated pursuant to this Section 3.3 must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.
(i) If at any time Peru notifies the Depository that it will no longer be the Depository for the Bonds represented by one Bonds, or more Registered Global Bonds if the Depository notifies the Republic Peru that it is unwilling, unable or no longer qualified to continue acting as the depositary for Depositary to the Registered Global Bond or Registered Global Bonds, or if the Depository notifies the Republic that it has ceased to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be so registered, and the Republic Peru does not appoint a successor Depository within 90 days, or if an Event of Default with respect to the Bonds represented by one or more Registered Global Bonds has occurred and is continuing (as set forth in Paragraph 5 of the Terms), the Republic's Peru’s election pursuant to this Section 2.5 3.3 that such Bonds be represented by one or more Registered Global Bonds shall no longer be effective and the Republic Peru will execute, and the Fiscal Agent (or JPMorgan Chase Bank, London Office, acting as its agent)Agent, upon receipt of an Officer's ’s Certificate of the Republic Peru for the authentication and delivery of Definitive Registered Bonds, and upon receipt of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, without charge, Definitive Registered Bonds in authorized denominations in an aggregate principal amount equal to the principal amount of such Registered Global Bonds in exchange for such Registered Global Bonds.
(j) Upon the exchange of the Registered Global Bond or Registered Global Bonds for Definitive Registered Bonds, the Registered Global Bond or Registered Global Bonds shall be canceled by the Fiscal Agent as set forth in Section 2.7(c).
(k) If any Bondholder has instituted any judicial proceeding in a court to enforce such Bondholder's rights under the Bonds or this Fiscal Agency Agreement, and the Bondholder has been advised by counsel that in connection with such proceeding it is necessary or appropriate for such Bondholder to obtain possession of the Bondholder's Bond, with written notice to the Fiscal Agent such Bondholder may demand that the Bondholder's Bond represented by a Registered Global Bond shall no longer be represented by such Registered Global Bond. Additionally, the RepublicPeru, at any time and at its optionsole discretion, may determine to terminate the book-entry system through DTC the Depository and make Definitive Registered Bonds available to Bondholders or their nominees. In either such event, the Republic Peru hereby agrees to execute and the Fiscal Agent, upon receipt from the Republic Peru of an adequate supply of Definitive Registered Bonds, will authenticate and deliver, in exchange for such Registered Global Bond, Definitive Registered Bonds (and if the Fiscal Agent has in its possession Definitive Registered Bonds previously executed by the RepublicPeru, the Fiscal Agent will authenticate and deliver such Bonds), in authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Bond.
(k) Upon the exchange of the Global Bond or Global Bonds for Definitive Bonds, the Global Bond or Global Bonds shall be canceled by the Fiscal Agent as set forth in Section 3.5(c).
(l) Definitive Registered Bonds will only be issued in exchange for interests in a Registered Global Bond pursuant to Sections 2.5(i), 3.3(i) and (j) and (k) hereof.
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