Common use of U.S. Book-Entry Provisions Clause in Contracts

U.S. Book-Entry Provisions. This Section 1(f)(i) shall apply only to definitive registered global Securities of a Series deposited with a custodian for the benefit of the Depository Trust Company (“DTC”) or its nominee, except as may otherwise be provided in the Authorization. If the Issuer shall establish in the Authorization that the registered Securities of a Series are to be issued in whole or in part in the form of one or more definitive registered global Securities deposited with or on behalf of DTC, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(i) the Authorization with respect to such Series, authenticate and deliver one or more definitive registered global Securities that (i) shall be registered in the name of DTC for such global Security or Securities or the nominee of DTC, (ii) shall be delivered by the Fiscal Agent to DTC or pursuant to DTC’s instruction and (iii) except as otherwise provided in the Authorization, shall bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY TO THE REPUBLIC OF ITALY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN”. Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Fiscal Agency Agreement with respect to any definitive registered global Security held on their behalf by DTC or its nominee, and DTC may be treated by the Issuer, the Fiscal Agent, and any agent of the Issuer or the Fiscal Agent as the owner of such definitive registered global security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the Issuer or the Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.

U.S. Book-Entry Provisions. This Section 1(f)(i) 2.5 shall apply only to definitive registered global Securities of a Series deposited with a custodian for the benefit all Bonds evidencing all or part of the Depository Trust Company Bonds of any series that are registered in the name of DTC or a nominee thereof (“DTCGlobal Bonds”) or its nominee, except as may otherwise be provided in the Authorization). If the Issuer shall establish in the Authorization that the registered Securities of a Series are to be issued in whole or in part in the form of one or more definitive registered global Securities deposited with or on behalf of DTC, then the Issuer The Republic shall execute and the Fiscal Agent Trustee shall, in accordance with this Section 1(f)(i) the Authorization with respect to such Series2.5, authenticate and deliver one or more definitive registered global Securities that Global Bonds as required to be issued pursuant to Section 2.3 hereof, which (i) shall be registered in the name of DTC for such global Security or Securities or the nominee of DTCits nominee, (ii) shall be delivered held by the Fiscal Agent to Trustee on behalf of DTC or delivered pursuant to DTC’s instruction instructions and (iii) except as otherwise provided in the Authorization, shall bear a legend legends substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY TO THE DOMINICAN REPUBLIC OF ITALY (THE “REPUBLIC”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO.. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN”. Members THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL BOND MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A BOND REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 2.6(f) THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.6 OF THE INDENTURE.” Neither any members of, or participants in, DTC (“Agent Members”) nor any other persons on whose behalf Agent Members may act (including Euroclear and Clearstream and account holders and participants therein) shall have no any rights under this Fiscal Agency Agreement Indenture with respect to any definitive Global Bond registered global Security held on their behalf by in the name of DTC or its nomineeany nominee thereof, or under any such Global Bond, and DTC or such nominee, as the case may be, may be treated by the IssuerRepublic, the Fiscal Agent, Trustee and any agent of the Issuer Republic or the Fiscal Agent Trustee, as the absolute owner and holder of such definitive registered global security Global Bond for all purposes whatsoeverpurposes. Notwithstanding the foregoing, nothing herein shall prevent the IssuerRepublic, the Fiscal Agent, Trustee or any agent of the Issuer Republic or the Fiscal Agent, Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or such nominee, as the case may be, or impair, as between DTC and DTC, its Agent MembersMembers and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder Holder of any SecurityBond.

U.S. Book-Entry Provisions. This Section 1(f)(i1(g) shall apply only to definitive registered global Securities of a Series deposited with a custodian for or on behalf of a depositary located in the benefit United States of the Depository Trust Company America (a “DTCU.S. Depositary”) or its nominee), except as may otherwise be provided in the Authorization. If the Issuer shall establish in the Authorization that the registered Securities of a Series are to be issued issued, in whole or in part part, in the form of one or more definitive registered global Securities deposited with or on behalf of DTCa U.S. Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(i1(g) and the Authorization with respect to such Series, authenticate and deliver one or more definitive registered global Securities that (iA) shall be registered in the name of DTC the U.S. Depositary for such global Security or Securities or the nominee of DTCsuch U.S. Depositary, (iiB) shall be delivered by the Fiscal Agent to DTC or pursuant to DTC’s instruction a custodian for such U.S. Depositary and (iiiC) except as otherwise provided in the Authorization, shall bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION, TO THE REPUBLIC OF ITALY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN”. Members of, or participants in, DTC a U.S. Depositary (“Agent Members”) shall have no rights under this Fiscal Agency Agreement with respect to any definitive registered global Security held on their behalf by DTC a U.S. Depositary or its nominee, and DTC such U.S. Depositary may be treated by the Issuer, the Fiscal Agent, and any agent of the Issuer or the Fiscal Agent as the owner of such definitive registered global security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the Issuer or the Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC a U.S. Depositary or impair, as between DTC a U.S. Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.

U.S. Book-Entry Provisions. This Section 1(f)(i) shall apply only to definitive registered global Securities of a Series deposited with or on behalf of a custodian for depositary located in the benefit United States of the Depository Trust Company America (a “DTCU.S. Depositary”) or its nominee), except as may otherwise be provided in the Authorization. If the Issuer shall establish in the Authorization that the registered Securities of a Series are to be issued issued, in whole or in part part, in the form of one or more definitive registered global Securities deposited with or on behalf of DTCa U.S. Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(i) and the Authorization with respect to such Series, authenticate and deliver one or more definitive registered global Securities that (iA) shall be registered in the name of DTC the U.S. Depositary for such global Security or Securities or the nominee of DTCsuch U.S. Depositary, (iiB) shall be delivered by the Fiscal Agent to DTC such U.S. Depositary or pursuant to DTCU.S. Depositary’s instruction and (iiiC) except as otherwise provided in the Authorization, shall bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY COMPANY, A NEW YORK CORPORATION, TO THE REPUBLIC OF ITALY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN”. Members of, or participants in, DTC a U.S. Depositary (“Agent Members”) shall have no rights under this Fiscal Agency Agreement with respect to any definitive registered global Security held on their behalf by DTC a U.S. Depositary or its nominee, and DTC such U.S. Depositary may be treated by the Issuer, the Fiscal Agent, and any agent of the Issuer or the Fiscal Agent as the owner of such definitive registered global security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the Issuer or the Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC a U.S. Depositary or impair, as between DTC a U.S. Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.

U.S. Book-Entry Provisions. This Section 1(f)(i) shall apply only to definitive registered global Securities of a Series deposited with a custodian for the benefit of the Depository Depositary Trust Company (“DTC”) or its nominee, except as may otherwise be provided in the Authorization. If the Issuer shall establish in the Authorization that the registered Securities of a Series are to be issued in whole or in part in the form of one or more Table of Contents definitive registered global Securities deposited with or on behalf of DTC, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(i) and the Authorization with respect to such Series, authenticate and deliver one or more definitive registered global Securities that (i) shall be registered in the name of DTC for such global Security or Securities or the nominee of DTC, (ii) shall be delivered by the Fiscal Agent to DTC or pursuant to DTC’s instruction and (iii) except as otherwise provided in the Authorization, shall bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY TO THE REPUBLIC OF ITALY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN”. Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Fiscal Agency Agreement with respect to any definitive registered global Security held on their behalf by DTC or its nominee, and DTC may be treated by the Issuer, the Fiscal Agent, and any agent of the Issuer or the Fiscal Agent as the owner of such definitive registered global security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent, or any agent of the Issuer or the Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.