Common use of Issuance of Definitive Notes Clause in Contracts

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 or Freddie 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 Freddie 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 Freddie 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, 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. A person having an interest in a DTC Note or Common Depositary 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 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 Xxxxxx Xxx (or Freddie Mac advise the Global Agent in writing its agent) that DTC it is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depositary with respect to such DTC Note, or ceases to be a "clearing agency" registered under the DTC Notes Securities Exchange Act of 1934, as amended (if so required), or is at any time no longer eligible to act as such, and Freddie Mac (or its agent) in each case Xxxxxx Mae is unable to locate a successorsuccessor within 90 calendar days of receiving such notice on the part of DTC; (ii) in the case of a particular DTC Note or any Common Depositary Depository 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 permanently to permanently cease business and in any such situations Freddie Mac Xxxxxx Xxx 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 Default has occurred and continues unremedied and a majority of all voting rights evidenced by the Holders of DTC Notes and Common Depository Notes advise the Global Agent Xxxxxx Mae 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 Xxxxxx Xxx 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 Xxxxxx Mae 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 Depository Note issued in global form shall provide Freddie Mac Xxxxxx Xxx or the Global Agent with a written order containing instructions and such other information as Freddie Mac Xxxxxx Mae 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 Xxxxxx Xxx (or Freddie Mac advise the Global Agent in writing its agent) that DTC it is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depositary with respect to such DTC Note, or ceases to be a "clearing agency" registered under the DTC Notes Securities Exchange Act of 1934, as amended (if so required), or is at any time no longer eligible to act as such, and Freddie Mac (or its agent) in each case Xxxxxx Xxx is unable to locate a successorsuccessor within 90 calendar days of receiving such notice on the part of DTC; (ii) in the case of a particular DTC Note or any Common Depositary Depository 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 permanently to permanently cease business and in any such situations Freddie Mac Xxxxxx Xxx 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 Default has occurred and continues unremedied and a majority of all voting rights evidenced by the Holders of DTC Notes and Common Depository Notes advise the Global Agent Xxxxxx Xxx 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 Xxxxxx Xxx 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 Xxxxxx Xxx 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 Depository Note issued in global form shall provide Freddie Mac Xxxxxx Xxx or the Global Agent with a written order containing instructions and such other information as Freddie Mac Xxxxxx Xxx 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 Freddie Mac advise the Global Agent in writing its agent) that DTC it is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depositary with respect to such DTC Note, or ceases to be a “clearing agency” registered under the DTC Notes Exchange Act (if so required), or is at any time no longer eligible to act as such, and Freddie in each case Xxxxxxx Mac (or its agent) is unable to locate a successorsuccessor within 90 calendar days of receiving such notice on the part of DTC; (ii) in the case of a particular DTC Note or any 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 permanently to permanently cease business and in any such situations Freddie 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 Default has occurred and continues unremedied and a majority of all voting rights evidenced by the Holders of DTC Notes and Common Depository Notes advise the Global Agent Xxxxxxx Mac 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 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. A person having an interest in a DTC Note or Common Depositary 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 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 or notifies Freddie Mac advise the Global Agent in writing (or its agent) that DTC it is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depositary with respect to such DTC Note, or ceases to be a “clearing agency” registered under the DTC Notes Exchange Act (if so required), or is at any time no longer eligible to act as such, and in each case Freddie Mac (or its agent) is unable to locate a successorsuccessor within 90 calendar days of receiving such notice on the part of DTC; (ii) in the case of a particular DTC Note or any 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 permanently 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 Default has occurred and continues unremedied and a majority of all voting rights evidenced by the Holders of DTC Notes and Common Depository Notes advise the Global Agent Freddie Mac 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 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 or Freddie 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 Freddie 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 Freddie 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 Voting Rights aggregating not less than a majority of all voting rights 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 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. A person having an interest in a DTC Note or Common Depositary 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 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 Xxxxxx Mae (or Freddie Mac advise the Global Agent in writing its agent) that DTC it is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depositary with respect to such DTC Note, or ceases to be a "clearing agency" registered under the DTC Notes Securities Exchange Act of 1934, as amended (if so required), or is at any time no longer eligible to act as such, and Freddie Mac (or its agent) in each case Xxxxxx Xxx is unable to locate a successorsuccessor within 90 calendar days of receiving such notice on the part of DTC; (ii) in the case of a particular DTC Note or any Common Depositary Depository 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 permanently to permanently cease business and in any such situations Freddie Mac Xxxxxx Mae 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 Default has occurred and continues unremedied and a majority of all voting rights evidenced by the Holders of DTC Notes and Common Depository Notes advise the Global Agent Xxxxxx Xxx 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 Xxxxxx Mae 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 Xxxxxx Xxx 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 Depository Note issued in global form shall provide Freddie Mac Xxxxxx Mae or the Global Agent with a written order containing instructions and such other information as Freddie Mac Xxxxxx Xxx 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 or Freddie 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 Freddie 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 Freddie 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, 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. A person having an interest in a DTC Note or Common Depositary 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 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 If (ia) in DTC notifies the case of a DTC Note, DTC or Freddie Mac advise the Global Agent 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 no longer willingrequired to be so registered in order to act as depository, qualified and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice, or able to discharge properly its responsibilities as nominee (b) there shall have occurred and depositary be continuing an Event of Default 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 the Holders of the Notes so request, then the Trustee shall notify all voting rights evidenced by the DTC Notes and Common Depository Notes advise the Global Agent and DTC applicable Holders, 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 circumstancesDTC, 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 any such circumstancesevent 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 Global Agent or its agent for completion, authentication and delivery Trustee a reasonable supply of Definitive Notes. Unless counsel to the relevant registered holders 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 such definitive an Authentication Order and an Officers’ Certificate, and subject to the conditions in Section 10.10, the Trustee shall authenticate temporary Notes. A person having 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 interest in a DTC Note or Common Depositary Note issued in global form Officers’ Certificate, the Trustee 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 authenticate Definitive Notes and deliver such definitive Notes in authorized denominations. In the event that definitive Notes are issued them in exchange for Notes issued in global formtemporary Notes. Until so exchanged, such definitive the Holders of temporary Notes shall have terms identical to all of the Notes for which they were exchanged except rights and obligations under this Indenture as described belowHolders 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 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 Voting Rights aggregating not less than a majority of all voting rights 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 If (ia) in DTC notifies the case of a DTC Note, DTC or Freddie Mac advise the Global Agent 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 no longer willingrequired to be so registered in order to act as depository, qualified and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice, or able to discharge properly its responsibilities as nominee (b) there shall have occurred and depositary be continuing an Event of Default 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 the Holders of the Notes so request, then the Trustee shall notify all voting rights evidenced by the DTC Notes and Common Depository Notes advise the Global Agent and DTC applicable Holders, 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 circumstancesDTC, 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 any such circumstancesevent 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 Global Agent or its agent for completion, authentication and delivery Trustee a reasonable supply of Definitive Notes. Unless counsel to the relevant registered holders 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 such definitive an Authentication Order and an Officer’s Certificate, and subject to the conditions in Section 12.10, the Trustee shall authenticate temporary Notes. A person having 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 interest in a DTC Note or Common Depositary Note issued in global form Officer’s Certificate, the Trustee 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 authenticate Definitive Notes and deliver such definitive Notes in authorized denominations. In the event that definitive Notes are issued them in exchange for Notes issued in global formtemporary Notes. Until so exchanged, such definitive the Holders of temporary Notes shall have terms identical to all of the Notes for which they were exchanged except rights and obligations under this Indenture as described belowHolders 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 If (ia) in the case of a Issuer or DTC Note, DTC or Freddie Mac advise notifies the Global Agent Trustee in writing that DTC is no longer willingunwilling or unable to continue as the depository for a Global Note, qualified or able that it ceases to discharge properly its responsibilities be registered as nominee a “clearing agency” under the Exchange Act and depositary with respect to the DTC Notes and Freddie Mac (or its agent) Issuer is unable to locate appoint 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 qualified successor depository within 90 calendar days of such closurenotice; or (iiib) 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 Default has occurred and Common Depository Notes advise the Global Agent and DTC through the Financial Intermediaries is continuing and the Trustee has received a request from DTC Participants in writing that to issue Definitive Notes, then the continuation of a book-entry system Trustee shall notify all applicable Holders, through DTC (or successor thereto) is no longer in the best interests of such Holders. In such circumstancesDTC, 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 any such circumstancesevent 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 Issuer shall issue and 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 Global Agent or its agent for completion, authentication and delivery Trustee a reasonable supply of Definitive Notes. Unless counsel to the relevant registered holders 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 such definitive written instructions by the Issuer, the Trustee shall authenticate temporary Notes. A person having an interest Temporary Notes shall be substantially in a DTC Note or Common Depositary Note issued in global the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall provide Freddie Mac or prepare and, upon receipt of written instructions by the Global Agent with a written order containing instructions and such other information as Freddie Mac or Issuer, the Global Agent may require to complete, execute Trustee shall authenticate Definitive Notes and deliver such definitive Notes in authorized denominations. In the event that definitive Notes are issued them in exchange for Notes issued in global formtemporary Notes. Until so exchanged, such definitive the Holders of temporary Notes shall have terms identical to all of the Notes for which they were exchanged except rights and obligations under this Indenture as described belowHolders 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 If (ia) in DTC notifies the case of a DTC Note, DTC or Freddie Mac advise the Global Agent 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 no longer willingrequired to be so registered in order to act as depository, qualified and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice, or able to discharge properly its responsibilities as nominee (b) there shall have occurred and depositary be continuing an Event of Default 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 the Holders of the Notes so request, then the Trustee shall notify all voting rights evidenced by the DTC Notes and Common Depository Notes advise the Global Agent and DTC applicable Holders, 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 circumstancesDTC, 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 any such circumstancesevent 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 Global Agent or its agent for completion, authentication and delivery Trustee a reasonable supply of Definitive Notes. Unless counsel to the relevant registered holders 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 such definitive an Authentication Order and an Officers’ Certificate, and subject to the conditions in ‎Section 10.10, the Trustee shall authenticate temporary Notes. A person having 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 interest in a DTC Note or Common Depositary Note issued in global form Officers’ Certificate, the Trustee 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 authenticate Definitive Notes and deliver such definitive Notes in authorized denominations. In the event that definitive Notes are issued them in exchange for Notes issued in global formtemporary Notes. Until so exchanged, such definitive the Holders of temporary Notes shall have terms identical to all of the Notes for which they were exchanged except rights and obligations under this Indenture as described belowHolders of Definitive Notes.