Issuance of Definitive Notes. Beneficial interests in Notes issued in global form shall be subject to exchange for definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or Freddie Mac advise the Global Agent in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the DTC Notes and Freddie Mac (or its agent) is unable to locate a successor; (ii) in the case of a particular DTC Note or Common Depositary Note, if all of the systems through which it is cleared or settled are closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or are permanently closed for business or have announced an intention to permanently cease business and in any such situations Freddie Mac is unable to locate a single successor within 90 calendar days of such closure; or (iii) after the occurrence of an Event of Default, Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the DTC Notes and Common Depository Notes advise the Global Agent and DTC through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book-entry system through DTC (or successor thereto) is no longer in the best interests of such Holders. In such circumstances, Freddie Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of Freddie Mac receiving notice of the occurrence of such circumstances) to the Global Agent or its agent for completion, authentication and delivery to the relevant registered holders of such definitive Notes. A person having an interest in a DTC Note or Common Depositary Note issued in global form shall provide Freddie Mac or the Global Agent with a written order containing instructions and such other information as Freddie Mac or the Global Agent may require to complete, execute and deliver such definitive Notes in authorized denominations. In the event that definitive Notes are issued in exchange for Notes issued in global form, such definitive Notes shall have terms identical to the Notes for which they were exchanged except as described below.
Issuance of Definitive Notes. Beneficial interests in Notes issued in global form shall be subject to exchange for definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC notifies Xxxxxxx Mac (or its agent) that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to such DTC Note, or ceases to be a “clearing agency” registered under the Exchange Act (if so required), or is at any time no longer eligible to act as such, and in each case Xxxxxxx Mac (or its agent) is unable to locate a successor within 90 calendar days of receiving such notice on the part of DTC;
Issuance of Definitive Notes. The Notes shall be issued in definitive, fully registered form (“Definitive Notes”).
Issuance of Definitive Notes. If Book-Entry Notes have been issued with respect to any Class and (a) the Issuer advises the Trustee that the Security Depository is no longer willing or able to discharge properly its responsibilities with respect to such Class and the Trustee or the Issuer is unable to locate a qualified successor, (b) the Issuer at its option elects to terminate the book-entry system through DTC, or (c) after the occurrence of an Event of Default, Noteholders of not less than 50% of the Outstanding Note Balance of Notes of any Class advise the Trustee and DTC that it is no longer in the best interests of such Class to have the Notes of such Class in book-entry form, then upon surrender to the Trustee of any such Notes by the Security Depository, accompanied by registration instructions from the Security Depository for registration of Definitive Notes, the Issuer shall execute and the Trustee shall authenticate and the Note Registrar shall deliver such Definitive Notes to the applicable Noteholders. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Trustee shall recognize the Holders of such Definitive Notes as Noteholders hereunder.
Issuance of Definitive Notes. Beneficial interests in Notes issued in global form shall be subject to exchange for definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or Xxxxxxx Mac advise the Global Agent in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and Xxxxxxx Mac (or its agent) is unable to locate a successor;
Issuance of Definitive Notes. If (a) DTC notifies the Trustee in writing that it is unwilling or unable to continue as the depositary for a Global Note, or that it ceases to be a “clearing agency” registered under the Exchange Act at a time when DTC is required to be so registered in order to act as depository, and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice, or (b) there shall have occurred and be continuing an Event of Default with respect to the Notes and a majority of the Holders of the Notes so request, then the Trustee shall notify all applicable Holders, through DTC, of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the Trustee shall deliver Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Global Notes. If Definitive Notes are to be issued in accordance with this Section 2.8, then the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Unless counsel to the Issuer determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.7(b), any such Definitive Notes shall bear the appropriate transfer-restriction legends. Until Definitive Notes are ready for delivery, the Issuer may prepare and, upon receipt of an Authentication Order and an Officers’ Certificate, and subject to the conditions in Section 10.10, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and, upon receipt of written instructions by the Issuer and an Officers’ Certificate, the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes. Until so exchanged, the Holders of temporary Notes shall have all of the rights and obligations under this Indenture as Holders of Definitive Notes.
Issuance of Definitive Notes. (a) A Global Note shall be exchangeable for a Definitive Note if (i) (x) DTC notifies the Issuer or the Trustee in writing that it is unwilling or unable to continue as the depository for a Global Note, or (y) that it ceases to be a “clearing agency” registered under the Exchange Act and in respect to (x) or (y) the Issuer is unable to locate a qualified successor depository within ninety (90) days of such notice or (ii) at any time there shall have occurred and be continuing an Event of Default with respect to the Notes. In each case, the Trustee shall notify all applicable Holders, through DTC, of the occurrence of any such event and of the availability of Definitive Notes to beneficial owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the Trustee shall deliver Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Global Notes. If Definitive Notes are to be issued in accordance with this Section 2.8, then the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Unless counsel to the Issuer determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.7(b), any such Definitive Notes shall bear the appropriate transfer-restriction legends.
Issuance of Definitive Notes. In Respect of the Senior ----------------------------------------------------- Notes. (a) If an Event of Default (as defined in the Indenture) has occurred ----- and is continuing, upon receipt by the Depositary at its Corporate Trust Office of written instructions from the Holder requesting the issuance of Definitive Senior Notes in respect of a portion of a Global Note, the Depositary shall, on behalf of the Custodian, request in accordance with Section 2.6 of the Indenture that the Issuer issue, and the Trustee authenticate, Definitive Senior Notes in the amounts and registered in the names specified in the request.
Issuance of Definitive Notes. On any Closing Date, the Company will issue Note Certificates to all qualified Persons whose subscriptions are accepted by the Company in the Offering. Notes shall be issued in minimum principal amounts of $60,000 (per $50,000 Offering subscription) and integral multiples of $6,000 (per $5,000 Offering subscription) in excess thereof. The Company shall have the option in its sole discretion to issue Notes in principal amounts less than $60,000. The Notes shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Company may determine. 4 The Notes shall be dated as of the date of their issue, except that any Note issued upon the transfer, exchange or substitution of another Note shall be dated the date of its original authentication.
Issuance of Definitive Notes. (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this First Supplemental Indenture.
