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 depositary with respect to the DTC Notes and Xxxxxxx 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 Xxxxxxx 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, 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 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. A person having an interest in a DTC Note or Common Depositary Note issued in global form shall provide Xxxxxxx Mac or the Global Agent with a written order containing instructions and such other information as Xxxxxxx 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. 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. 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. 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. 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. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Definitive Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Note of like tenor and principal amount of authorized denominations.
Issuance of Definitive Notes. If (a) DTC notifies the Indenture Trustee in writing that it is unwilling or is unable to continue as the depositary for a Global Note, or that it ceases to be a “clearing agency” registered under the Exchange Act, and (b) the SPC and the Indenture Trustee are unable to locate a qualified successor depositary within 90 days of such notice, then the Indenture Trustee shall notify all applicable Series 2006-1 Noteholders of the occurrence of any such event and of the availability of Definitive Notes to Series 2006-1 Note Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the SPC shall issue Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Series 2006-1 Notes. Upon issuance of Definitive Notes in accordance with this Section, the Indenture Trustee shall recognize the holders of the Definitive Notes as Series 2006-1 Noteholders hereunder. If Definitive Notes are to be issued in accordance with this Section, then the SPC shall promptly make available to the Indenture Trustee a sufficient supply of Definitive Notes. Unless counsel to the SPC and the Indenture Trustee determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.6(b), any such Definitive Notes shall bear the appropriate no-transfer legend.
Issuance of Definitive Notes. On the Closing Date, the Company will issue Notes to all qualified Persons whose subscriptions are accepted by the Company in the Offering. Notes shall be issued in minimum principal amounts of $250,000 and integral multiples of $25,000 in excess thereof. The Company shall have the option in its sole discretion to issue Notes in principal amounts less than $250,000. The Notes shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Company may determine. The Notes shall be dated as of the date of the Closing Date, except that any Note issued upon the transfer, exchange or substitution of another Note shall be dated the date of its original authentication.
