Common use of Forms of Notes Clause in Contracts

Forms of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable in fully registered form without coupons in substantially the forms of Exhibits A and B hereto, respectively, with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. The Notes of each series shall be issued initially in the form of permanent global Notes in fully registered form without interest coupons, substantially in the forms of Exhibits A and B hereto, respectively (with respect to the Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced thereby. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter provided.

Forms of Notes. (a) Except as otherwise provided pursuant The Notes of a Series to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable be issued in fully registered form without interest coupons (“Registered Notes”) will be issuable in substantially the forms form of Exhibits Exhibit A hereto or such other form as shall be established pursuant to the Notification and B hereto, respectively, with such applicable legends in the denominations specified in the Notification and will initially be represented by one or more U.S. Global Notes (as are provided for in Section 2.3defined below). The Notes are not issuable of a Series to be issued in bearer form. The terms and provisions contained , with or without interest coupons attached (“Bearer Notes”), will be issuable in substantially the form of Exhibit B hereto (or, in the respective forms case of a Temporary Global Bearer Note or Permanent Global Bearer Note, in substantially the form of Exhibit C-1 or C-2 hereto) or such other form as shall be established pursuant to the Notification and in the denominations specified in the Notification. All Notes shall be executed manually or in facsimile on behalf of the Issuer by such official or officials of the Republic as shall have been specified from time to time by the Issuer in the Notification relating to the applicable Series of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and delivered to the extent applicableFiscal Agent (the “Authorized Officers”), notwithstanding that such official or officials, or any of them, shall have ceased, for any reason, to hold such offices prior to the Issuer, the Guarantor and the Trustee, by their execution authentication and delivery of such Notes. The Notes of a Series (i) may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Agreement or of the Notes Notification, and (ii) may have such letters, numbers or other marks of identification and such notations, legends and or endorsements as not referred to in the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or Notification placed thereon as may be required to comply with this Agreement, with any law or with any rule or regulation rules made pursuant thereto or with any rule or regulation the rules of any securities exchange or automated quotation system on which governmental agency or as may, consistently herewith, be determined by the Authorized Officers executing such Notes, in each case (i) and (ii) as conclusively evidenced by their execution of such Notes. All Notes of either series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. The Notes of each series a particular Series shall be issued initially substantially identical except as to denomination and as provided herein or in the form of permanent global Notes in fully registered form without interest coupons, substantially in the forms of Exhibits A and B hereto, respectively (with respect to the Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced thereby. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter providedNotification.

Forms of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable in fully registered form without coupons in substantially the forms form of Exhibits Exhibit A and B hereto, respectively, hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either any series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees are being (i) initially offered and sold by the Issuer to the initial purchasers thereof pursuant to the Underwriting AgreementPurchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) non-U.S. Persons in offshore transactions in accordance with Regulation S (“Regulation S Notes”). Add On Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable. The Rule 144A and the Regulation S Notes of each series shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the forms form of Exhibits Exhibit A and B hereto, respectively (with respect to the Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.32.3 (each referred to as the “Rule 144A Global Note” and the “Regulation S Global Note,” respectively). The Rule 144A Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be deposited with and registered in the name of the Common Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced therebyEuroclear and Clearstream. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar or the Paying Agent, as custodian, and at the direction of the Depositary or its nomineeTrustee, as hereinafter provided. (c) At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Common Depositary to the Trustee for cancellation or retained and canceled by the Trustee at the written direction of the Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee, to reflect such reduction.

Forms of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes, the 2016 Notes and the Fixed Rate 2021 Notes are issuable in fully registered form without coupons in substantially the forms of Exhibits A A, B and B C hereto, respectively, with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. The Notes of each series shall be issued initially in the form of permanent global Notes in fully registered form without interest coupons, substantially in the forms of Exhibits A A, B and B C hereto, respectively (with respect to the Floating Rate Notes, the “Floating Rate Global Note”, with respect to the 2016 Notes, the “2016 Global Note” and, with respect to the Fixed Rate 2021 Notes, the “Fixed Rate 2021 Global Note,” and the Floating Rate Global Note, together with the 2016 Global Note and the Fixed Rate 2021 Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced thereby. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter provided.

Forms of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable in fully registered form without coupons in substantially the forms form of Exhibits Exhibit A and B hereto, respectively, hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees Guarantee are being initially offered and sold by the Issuer to the underwriters thereof pursuant to the Underwriting Agreement. The Notes of each series shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the forms form of Exhibits Exhibit A and B hereto, respectively hereto (with respect to the Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be deposited with and registered in the name of the Common Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced therebyEuroclear and Clearstream. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar or the Paying Agent, as custodian, and at the direction of the Depositary or its nomineeTrustee, as hereinafter provided. (c) At such time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, redeemed, repurchased or cancelled, such Global Note shall be returned by the Common Depositary to the Trustee for cancellation or retained and cancelled by the Trustee at the written direction of the Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or cancelled, the principal amount of the Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee, to reflect such reduction.

Forms of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable in fully registered form without coupons in substantially the forms form of Exhibits Exhibit A and B hereto, respectively, with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees Guarantee are being offered and sold by the Issuer pursuant to the Underwriting Subscription Agreement. The Notes of each series shall be issued initially in the form of permanent global Notes in fully registered form without interest coupons, substantially in the forms form of Exhibits Exhibit A and B hereto, respectively hereto (with respect to the Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global NotesNote”), each with the applicable legends as provided in Section 2.3. Each The Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be deposited with and registered in the name of the Common Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced therebyEuroclear and Clearstream. The aggregate principal amount of each the Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar or the Principal Paying Agent, as custodian, and at the direction of the Depositary or its nomineeTrustee, as hereinafter provided.

Forms of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable in fully registered form without coupons in substantially the forms form of Exhibits Exhibit A and B hereto, respectively, hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees Guarantee are being (i) initially offered and sold by the Issuer to the initial purchasers thereof pursuant to the Underwriting AgreementPurchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) non-U.S. Persons in offshore transactions in accordance with Regulation S (“Regulation S Notes”). Add On Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable. The Rule 144A and the Regulation S Notes of each series shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the forms form of Exhibits Exhibit A and B hereto, respectively (with respect to the Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.32.3 (each referred to as the “Rule 144A Global Note” and the “Regulation S Global Note,” respectively). The Rule 144A Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be deposited with and registered in the name of the Common Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced therebyEuroclear and Clearstream. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar or the Paying Agent, as custodian, and at the direction of the Depositary or its nomineeTrustee, as hereinafter provided. (c) At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Common Depositary to the Trustee for cancellation or retained and canceled by the Trustee at the written direction of the Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee, to reflect such reduction.

Forms of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable in fully registered form without coupons in substantially the forms form of Exhibits Exhibit A and B hereto, respectively, hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either any series may be listed or designated for issuance, or to conform to usage. (b) The Notes of each series and the Guarantees are being (i) initially offered and sold by the Issuer to the initial purchasers thereof pursuant to the Underwriting AgreementPurchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) non-U.S. Persons in offshore transactions in accordance with Regulation S (“Regulation S Notes”). Add On Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable. The Rule 144A and the Regulation S Notes of each series shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the forms form of Exhibits Exhibit A and B hereto, respectively (with respect to the Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.32.3 (each referred to as the “Rule 144A Global Note” and the “Regulation S Global Note,” respectively). Each The Rule 144A Global Note, the Regulation S Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced thereby. The aggregate principal amount of each any Unrestricted Global Note may from time are each referred to time be increased or decreased by adjustments made on the records of the Trustee, herein as custodian, a “Global Note” and of the Depositary or its nominee, are collectively referred to herein as hereinafter provided.“Global