Bearer and Registered Notes. All Bearer Notes of a Series (other than Bearer Notes in global form) surrendered for exchange for other Notes of such Series shall have attached thereto all unmatured coupons appertaining thereto. Unless otherwise provided pursuant to Section 2.4., Bearer Notes shall be dated the date of initial issuance of Notes of such Series. Each Note authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Note shall carry all the rights, if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Note. Each new Note, if a Registered Note, shall be so dated, and, if a Bearer Note not in global form, shall have attached thereto such coupons, so that neither gain nor loss of interest shall result from such transfer or exchange. If (but only if) permitted by the applicable Board Resolution and set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 2.4., at the option of the Holder, Bearer Notes of any Series may be exchanged for Registered Notes of the same Series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Notes to be exchanged at any office or agency of the Issuer for such purpose, located outside the United States, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Note is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Notes are accompanied by payment in funds acceptable to the Issuer in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Issuer and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Note shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in the form of Note, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bear...
Bearer and Registered Notes. Bearer Notes. Until the 40th day following the date of issuance of any tranche of Bearer Notes or such other date as may be required to comply with the terms of Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended, as described in the Distribution Agreement (the "Exchange Date"), and until Final Certification (as defined below) in accordance with TEFRA D, such tranche of Bearer Notes will be represented by one or more Temporary Global Notes in bearer form without interest coupons. The relevant Issuer shall execute, and upon the instructions of the relevant Issuer the Authenticating Agent shall complete and authenticate, and with respect to a Eurosystem- eligible NGN the Authenticating Agent shall also instruct the Common Safekeeper to effectuate, such Temporary Global Note upon the same conditions and in substantially the same manner, and with the same effect, as an individual definitive Bearer Note. On or prior to the settlement date (which will normally be the original issue date) with respect to such Notes, the Authenticating Agent shall (i) with respect to a Temporary Global Note which is intended to be issued in NGN form, deposit the authenticated and effectuated Temporary Global Note with the Common Safekeeper and (ii) with respect to a Temporary Global Note which is intended to be issued in CGN form deposit the Temporary Global Note with the Common Depositary, in each case, in the manner specified below under "Settlement Procedures; Bearer Notes". The interest of each beneficial owner of Bearer Notes represented by such Temporary Global Note will be credited to the appropriate account with Euroclear or
Bearer and Registered Notes. Bearer Notes may not be issued in exchange for Registered Notes. All Bearer Notes of a Series surrendered for exchange for other Notes of such Series shall have attached thereto all unmatured coupons and all matured coupons in default appertaining thereto. Each Note authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Note shall carry all the rights, if any, to interest accrued and unpaid and to accrue that were carried by the whole or such part of such Note. Each new Note, if a registered Note, shall be so dated, and, if a bearer Note, shall have attached thereto such coupons, so that neither gain nor loss in interest shall result from such transfer or exchange.
