Common use of Initial Issuance; Exchanges; Form of Definitive Notes Clause in Contracts

Initial Issuance; Exchanges; Form of Definitive Notes. The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for Definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises 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 Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successor, (ii) in the case of a particular Book-Entry 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 the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Book-Entry 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. A person having an interest in a Book-Entry 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 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. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes substantially in the form of Exhibit D-1 (for Original Notes), D-2 (for MAC Notes other than the Class M-2 Notes) and D-3 (for the Class M-2 Notes) executed by the manual or facsimile signature of an Authorized Officer of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the Definitive Notes in safekeeping for the Issuer.

Initial Issuance; Exchanges; Form of Definitive Notes. The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for Definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises 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 Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successor, (ii) in the case of a particular Book-Entry 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 the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Book-Entry 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. A person having an interest in a Book-Entry Note issued in global form shall provide Freddie Xxxxxxx Mac or the Global Agent with a written order containing instructions and such other information as Freddie Xxxxxxx Mac or the Global Agent may require to complete, execute and deliver such Definitive Notes in authorized denominations. In such circumstances, Freddie Xxxxxxx 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 Xxxxxxx 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. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes substantially in the form of Exhibit D-1 (for Original Notes), D-2 (for MAC Notes other than the Class M-2 Notes) and D-3 (for the Class M-2 Notes) executed by the manual or facsimile signature of an Authorized Officer of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the Definitive Notes in safekeeping for the Issuer.

Initial Issuance; Exchanges; Form of Definitive Notes. The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for Definitive Notes Certificates only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises notifies the Global Agent in writing that DTC it is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successorsuccessor within 90 calendar days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of a particular any other Book-Entry 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 a permanently closed for business or have announced an intention to permanently cease business and in any such situations the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Holders of Book-Entry Notes advise the Global Agent and DTC or any other applicable depositary through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book- book-entry system through DTC (or successor thereto) such other depositary is no longer in the best interests of such Holders. A person having an interest in a Book-Entry 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 definitive Notes in authorized denominations. 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 holders of such Definitive Notes. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes Note certificates substantially in the form of Exhibit D-1 (for Original Notes), ) and D-2 (for MAC Notes other than the Class M-2 Notes) and D-3 (for the Class M-2 Notes) ), executed by the manual or facsimile signature of an Authorized Officer Representative of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the Definitive Notes in safekeeping for the Issuer.

Initial Issuance; Exchanges; Form of Definitive Notes. The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for Definitive Notes Certificates only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises notifies the Global Agent in writing that DTC it is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successorsuccessor within 90 calendar days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of a particular any other Book-Entry 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 a permanently closed for business or have announced an intention to permanently cease business and in any such situations the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Holders of Book-Entry Notes advise the Global Agent and DTC or any other applicable depositary through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book- book-entry system through DTC (or successor thereto) such other depositary is no longer in the best interests of such Holders. A person having an interest in a Book-Entry Note issued in global form shall provide Freddie Xxxxxxx Mac or the Global Agent with a written order containing instructions and such other information as Freddie Xxxxxxx Mac or the Global Agent may require to complete, execute and deliver such Definitive definitive Notes in authorized denominations. In such circumstances, Freddie Xxxxxxx 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 Xxxxxxx 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 holders of such Definitive Notes. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes Note certificates substantially in the form of Exhibit D-1 (for Original Notes), ) and D-2 (for MAC Notes other than the Class M-2 Notes) and D-3 (for the Class M-2 Notes) ), executed by the manual or facsimile signature of an Authorized Officer Representative of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the Definitive Notes in safekeeping for the Issuer.

Initial Issuance; Exchanges; Form of Definitive Notes. The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for Definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises 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 Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successor, (ii) in the case of a particular Book-Entry 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 the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Book-Entry 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. A person having an interest in a Book-Entry Note issued in global form shall provide Freddie Xxxxxxx Mac or the Global Agent with a written order containing instructions and such other information as Freddie Xxxxxxx Mac or the Global Agent may require to complete, execute and deliver such Definitive Notes in authorized denominations. In such circumstances, Freddie Xxxxxxx 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 Xxxxxxx 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. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes substantially in the form of Exhibit D-1 (for Original Notes), Exhibit D-2 (for MAC Notes other than the Class M-2 M-2, Class M-2D and Class B-1 Notes) and Exhibit D-3 (for the Class M-2 M-2, Class M-2D and Class B-1 Notes) ), executed by the manual or facsimile signature of an Authorized Officer of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the Definitive Notes in safekeeping for the Issuer.

Initial Issuance; Exchanges; Form of Definitive Notes. The Class M Notes and MAC Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for a Class M Definitive Notes Note only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises notifies the Global Agent in writing that DTC it is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successorsuccessor within 90 calendar days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of a particular any other Book-Entry 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 a permanently closed for business or have announced an intention to permanently cease business and in any such situations the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Holders of Book-Entry Notes advise the Global Agent and DTC or any other applicable depositary through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book- book-entry system through DTC (or successor thereto) such other depositary is no longer in the best interests of such Holders. A person having an interest in a Book-Entry Note issued in global form shall provide Freddie Xxxxxxx Mac or the Global Agent with a written order containing instructions and such other information as Freddie Xxxxxxx Mac or the Global Agent may require to complete, execute and deliver such Class M Definitive Notes in authorized denominations. In such circumstances, Freddie Xxxxxxx Mac shall cause sufficient Class M Definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of Freddie Xxxxxxx 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 holders of such Class M Definitive Notes. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes substantially in the form of Exhibit D-1 (for Original Class M Notes), Exhibit D-2 (for MAC Notes other than the Class M-2 Notes) and Exhibit D-3 (for the Class M-2 B Notes) ), executed by the manual or facsimile signature of an Authorized Officer Representative of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the such Definitive Notes in safekeeping for the Issuer.

Initial Issuance; Exchanges; Form of Definitive Notes. The Class M Notes and MAC Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for a Class M Definitive Notes Note only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises notifies the Global Agent in writing that DTC it is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successorsuccessor within 90 calendar days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of a particular any other Book-Entry 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 a permanently closed for business or have announced an intention to permanently cease business and in any such situations the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Holders of Book-Entry Notes advise the Global Agent and DTC or any other applicable depositary through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book- book-entry system through DTC (or successor thereto) such other depositary is no longer in the best interests of such Holders. A person having an interest in a Book-Entry 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 Class M Definitive Notes in authorized denominations. In such circumstances, Freddie Mac shall cause sufficient Class M 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 holders of such Class M Definitive Notes. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes substantially in the form of Exhibit D-1 (for Original Class M Notes), Exhibit D-2 (for MAC Notes other than the Class M-2 Notes) and Exhibit D-3 (for the Class M-2 B Notes) ), executed by the manual or facsimile signature of an Authorized Officer Representative of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the such Definitive Notes in safekeeping for the Issuer.

Initial Issuance; Exchanges; Form of Definitive Notes. The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for Definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, DTC or the Issuer advises 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 Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successor, (ii) in the case of a particular Book-Entry 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 the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Book-Entry 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. A person having an interest in a Book-Entry 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 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. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes substantially in the form of Exhibit D-1 (for Original Notes), Exhibit D-2 (for MAC Notes other than the Class M-2 M-2, Class M-2D and Class B-1 Notes) and Exhibit D-3 (for the Class M-2 M-2, Class M-2D and Class B-1 Notes) ), executed by the manual or facsimile signature of an Authorized Officer of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the Definitive Notes in safekeeping for the Issuer.