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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ 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 ▇notifies ▇▇▇▇▇▇ 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 Securities Exchange Act of 1934, as amended (if so required), or is at any time no longer eligible to act as such, and ▇in each case ▇▇▇▇▇▇ Mac (or its agent) 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ ▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ Mac 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 ▇▇▇▇▇▇ ▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ Mac 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 Freddie Mac (or ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇notifies ▇▇▇▇▇▇ 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 Securities Exchange Act of 1934, as amended (if so required), or is at any time no longer eligible to act as such, and ▇in each case ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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, ▇▇▇▇▇▇ ▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇ ▇▇▇ 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 Depository Note issued in global form shall provide ▇▇▇▇▇▇ ▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ 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 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 issued in global form shall be subject to exchange for definitive 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 only in the amounts and registered in the names specified in the request. (b) The Depositary and the Custodian acknowledge that if such exchange is permitted by applicable law and at any time (i) in DTC notifies the case of a DTC Note, DTC Issuer and the Depositary that it is unwilling or ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Mac (or its agent) is unable to locate continue as Holder or if at any time it ceases to be a successor; clearing agency registered under the Exchange Act, and in either case a successor Holder registered as a clearing agency under the Exchange Act is not appointed by the Issuer within 90 days of such notification, or (ii) in the Custodian or the Depositary, as the case of a particular DTC Note or Common Depositary Notemay be, if all of notifies the systems through which Trustee and the Issuer in accordance with Section 4.06 hereof that it is cleared unwilling 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 ▇▇▇▇▇▇▇ Mac is unable to locate a single continue as Custodian or Depositary, as the case may be, and no successor Custodian or Depositary, as the case may be, is appointed by the Issuer within 90 calendar days of such closure; notification or (iii) after the occurrence Issuer determines Definitive Senior Notes shall be issued, then the Issuer shall issue, and the Trustee shall authenticate, Definitive Senior Notes registered in the name or names of an Event such person or persons as the Depositary shall instruct the Trustee on behalf of Default, Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced the Custodian. The Depositary agrees to promptly provide such information to the Trustee as is provided to the Depositary by the DTC Holder. (c) The Depositary agrees to promptly notify the Custodian and the Trustee of any request by the Holder for the issuance of Definitive Senior Notes. The Custodian agrees that in connection with any request for the issuance of Definitive Senior Notes and Common Depository Notes advise as contemplated by this Section 2.05, upon notice by the Depositary, it will promptly surrender the Global Agent and DTC through Note underlying such Holder's Global Receipt to the Financial Intermediaries and the DTC Participants in writing Trustee who shall cause an adjustment to be made to such Global Note such that the continuation of a book-entry system through DTC (or successor thereto) is no longer in the best interests aggregate principal amount of such Holders. In such circumstances, ▇▇▇▇▇▇▇ Mac Global Note shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ Mac receiving notice reduced by the principal amount of the occurrence of Definitive Senior Notes issued pursuant to such circumstancesrequest and shall thereafter return such Global Note (as so adjusted) to the Custodian. Upon the issuance of Definitive Senior Notes as set forth above, such Global Agent Receipt shall automatically represent beneficial ownership of 100% of the underlying Global Note, as adjusted to reflect the reduction in aggregate principal amount; provided, however, that DTC, in its discretion (a) may request that the Depository issue a new Global Receipt or its agent for completion, authentication (b) may make an appropriate notation on such Global Receipt indicating the date and delivery to the relevant registered holders amount of such definitive Notesreduction in principal. A person having an interest The Depositary and the Custodian acknowledge and agree that in a DTC Note or Common Depositary Note issued in global form shall provide ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ Mac or the Global Agent may require to complete, execute and deliver such definitive Notes in authorized denominations. In the event that definitive Definitive Senior Notes are issued in exchange for Notes issued in global formrespect of 100% of the outstanding principal amount of the Senior Notes, underlying Global Note and Global Receipt shall be automatically cancelled and the Custodian agrees to surrender such definitive Notes shall have terms identical Global Note to the Trustee. (d) Exchanges of Book-Entry Interests for Definitive Senior Notes for which they were exchanged except as described belowpursuant to this Section 2.05 shall be made free of any fees of the Depositary to the Holder.

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 ▇notifies ▇▇▇▇▇▇ Mac advise the Global Agent in writing Mae (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 Securities Exchange Act of 1934, as amended (if so required), or is at any time no longer eligible to act as such, and ▇in each case ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ Mac 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 ▇▇▇▇▇▇ ▇▇▇ 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, ▇▇▇▇▇▇▇ Mac Mae shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇ ▇▇▇ 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 Depository Note issued in global form shall provide ▇▇▇▇▇▇▇ Mac Mae or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇ ▇▇▇ 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 (a) A Global Note shall be subject to exchange exchangeable for definitive Notes only a Definitive Note if such exchange is permitted by applicable law and (i) in (x) DTC notifies the case of a DTC Note, DTC Issuer or ▇▇▇▇▇▇▇ Mac advise the Global Agent Trustee in writing that DTC it is no longer willingunwilling or unable to continue as the depository for a Global Note, qualified or able (y) that it ceases to discharge properly its responsibilities as nominee be a “clearing agency” registered under the Exchange Act and depositary with in respect to (x) or (y) the DTC Notes and ▇▇▇▇▇▇▇ Mac (or its agent) Issuer is unable to locate a successor; qualified successor depository within ninety (90) days of such notice or (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 at any time there shall have announced an intention to permanently cease business occurred and in any such situations ▇▇▇▇▇▇▇ Mac is unable to locate a single successor within 90 calendar days of such closure; or (iii) after the occurrence of be continuing an Event of Default, Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by Default with respect to 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 HoldersNotes. In such circumstanceseach case, ▇▇▇▇▇▇▇ Mac the Trustee shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ Mac receiving notice notify all applicable Holders, through DTC, 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. (b) Until Definitive Notes are ready for delivery, the Issuer may prepare and, upon receipt of such definitive an Authentication Order, 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 an interest in a DTC Note or Common Depositary Note issued in global form Authentication Order, the Trustee shall provide ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ 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 DTC notifies the case of a DTC Note, DTC or ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Mac shall cause sufficient definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Mac or the Global Agent with a written order containing instructions and such other information as ▇▇▇▇▇▇▇ 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.