Common use of Fixed Rate Clause in Contracts

Fixed Rate. Notes in definitive bearer form (other than Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9 (Prescription)) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Bearer Note.

Fixed Rate. Notes (a) The Bonds shall bear interest at a Fixed Rate during each period of time specified by the Users as provided below in definitive bearer form (other than Long Maturity Notes (as defined below)) should be presented this Section; provided that for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling each Fixed Rate Period there has first been delivered to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in fullTrustee, the same proportion Users and the Remarketing Agent an Opinion of the amount of such missing unmatured Coupon as the sum so paid bears Bond Counsel with respect to the sum due) will be deducted from Bonds to the sum due for payment. Each amount of principal so deducted will be paid in effect that converting the manner mentioned above against surrender of interest rate on the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation) in respect of such principal (whether Bonds to a Fixed Rate, or not such Coupon would otherwise have become void under Condition 9 (Prescription)) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any establishing a new Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Period immediately following another Fixed Rate Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment orPeriod, as the case may be, exchange for further Coupons shall will not, whether solely or in conjunction with any other fact or circumstance, cause the interest on such Bonds to be made in respect thereofor to become Taxable. A Long Maturity Note is Upon the expiration of a Fixed Rate Note (other than Period, interest on the Bonds will automatically convert to a Variable Rate unless and until the Users elect to have the interest rate converted to another Fixed Rate for a Fixed Rate Note Period designated by the Users. (b) The Fixed Rate shall be a fixed rate per annum which on issue had shall be applicable during the entire Fixed Rate Period and, for each Fixed Rate Period other than the initial Fixed Rate Period, shall be determined by the Remarketing Agent as provided below in this Section. (c) The Users may elect that the Bonds bear interest at a Talon attached) whose nominal amount on issue is Fixed Rate for any period after the initial Variable Rate Period by delivery of written notice of such election to the Trustee not less than 20 days prior to the aggregate interest payable thereon provided proposed Conversion Date. Such notice shall specify the first day and the last day of the Fixed Rate Period elected; provided, however, that (i) if such Note shall cease to election is made during a Fixed Rate Period, the specified Conversion Date may not be a Long Maturity Note on sooner than the Interest Payment first day immediately following the Fixed Rate Period then in effect, (ii) the Conversion Date on which the aggregate amount of interest remaining to may not be paid after that date is less than 45 days prior to the nominal amount Stated Expiration Date of such Note. If the due date for redemption Letter of any definitive Bearer Note is not an Interest Payment Date, interest Credit (if any) accrued then in respect effect, (iii) the designated Fixed Rate Period may not be less than 15 days, and (iv) the fixed Rate Period may not extend beyond the day immediately prior to the final maturity of the Bonds. The Trustee shall deliver a copy of such Note from notice to the Remarketing Agent, the Tender Agent and the Credit Obligor on or before the third following Business Day. Any such election by the Users shall be irrevocable after 10:00 a.m. (Birmingham, Alabama time) on the last Business Day immediately prior to the proposed Conversion Date. (d) Not less than 1 nor more than 10 days prior to the proposed Conversion Date the Remarketing Agent shall determine the interest rate for such Fixed Rate Period, which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of the Bonds being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and includingcredit rating factors as they exist on such date, and assuming that the Fixed Rate Period begins on such date; provided, however, that the Fixed Rate may not exceed the Maximum Rate. The Remarketing Agent shall deliver written notice of the Fixed Rate or Rates to the Trustee on the date the same are determined. The Trustee shall deliver a copy of such notice and the Users on or before the following Business Day. (e) Notwithstanding the foregoing, a Fixed Rate or Fixed Rates shall not be established if (i) the preceding Interest Payment Users deliver to the Trustee written notice of revocation of its election to establish the Fixed Rate before 10:00 a.m. (Birmingham, Alabama time) on the last Business Day immediately prior to the proposed Conversion Date or (ii) prior to 10:00 a.m. (Birmingham, Alabama time) on the Conversion Date the Trustee does not receive (1) the Opinion of Bond Counsel referred to in Section 4.03(a) and meeting the requirements thereof, and (2) the Substitute Letter of Credit (if any) that was to be effective on such Conversion Date. If all conditions to the establishment of a Fixed Rate or Fixed Rates are not satisfied, the Bonds shall continue (or, as if a Fixed Rate Period ended on the case may bepreceding day, shall begin) to bear interest at the Variable Rate from the proposed Conversion Date. (f) The Fixed Rate or Rates determined by the Remarketing Agent shall be conclusive and binding on the Issuer, the Interest Commencement Date shall be payable only against surrender of Users, the relevant definitive Bearer NoteTrustee and the Bondholders.

Fixed Rate. Notes If the Applicable Rate for the Loan Certificates and the Loan is a Fixed Rate: (1) Interest on the Loan shall be payable quarterly in definitive bearer form arrears on each Interest Payment Date and shall be calculated on the basis of a year of 360 days consisting of 12 30-day months. (other than Long Maturity Notes 2) The Fixed Rate on a Fixed Rate Loan shall be subject to adjustment as provided in clause (as defined v) below). (3) should be presented for payment together with all unmatured Coupons appertaining thereto On the date of (which expression shall for this purpose include Coupons falling i) any prepayment of Loan Certificates pursuant to be issued on exchange the Mortgage or (ii) any acceleration of matured Talons), failing which Loan Certificates pursuant to the amount of any missing unmatured Coupon (or, in the case of payment not being made in fullMortgage, the same proportion Borrower will request that each Loan Participant advise the Security Trustee and the Borrower by 11:00 a.m., New York time, on such date of the amount Hedge Break Amount applicable to such event. (4) Each Loan Participant agrees that, so long as no Event of Default shall have occurred and be continuing, it shall promptly pay to the Borrower at such missing unmatured Coupon account as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at Borrower may specify any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation) Hedge Breakage Gain in respect of the Loan Certificates (or its related Commitment), except that it may [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. first deduct therefrom any amounts then due and owing to it or the other Loan Participants under the Operative Documents and apply any amount so retained to the satisfaction thereof. Each Holder may retain any Hedge Breakage Gain that arises after the occurrence of an Event of Default as security for the obligations of the Borrower until the earlier of (i) the date that such principal Event of Default is cured by the Borrower, promptly following which date such amount shall be paid over to the Borrower, or (whether or not ii) the date that Section 9.07 of the Mortgage shall be applicable, promptly following which date such Coupon would otherwise have become void under Condition 9 (Prescription)) oramounts shall be remitted to the Security Trustee for application as provided in such Section 9.07. For the avoidance of doubt, Hedge Breakage Gains, if laterany, five years from shall be due and payable to the Borrower on the date on which such Coupon would that at any Break Amount is otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior payable to its Maturity Date, all unmatured Talons the Loan Participants. (if any5) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note request of the Borrower, each Loan Participant shall provide a good faith written estimate of the Hedge Breakage Loss or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment orHedge Breakage Gain, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than connection with the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption occurrence, or anticipated occurrence, of any definitive Bearer Note is not event contemplated by the Operative Documents that might give rise to an Interest Payment Date, interest obligation to pay Hedge Breakage Loss or to receive Hedge Breakage Gain. (if any6) accrued in respect Upon determination by a Loan Participant of such Note from (and including) the preceding Interest Payment Date orany Hedge Breakage Loss or Hedge Breakage Gain payable to or by it, as the case may be, such Loan Participant will provide to the Interest Commencement Date Borrower a certificate, certifying such Hedge Breakage Loss or Hedge Breakage Gain, which certified amount shall be payable only against surrender determined in accordance with the procedures set out in the definition of the relevant definitive Bearer Note“Hedge Break Amount”.

Fixed Rate. Notes in definitive bearer form (other than Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation)) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9 (Prescription)) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A "Long Maturity Note Note" is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Bearer Note.

Fixed Rate. Notes At the written request of the Borrower and with the prior written consent of ▇▇▇▇▇▇▇ Mac and the Bank, or, after Conversion, at the written request of the Credit Facility Provider on behalf of the Borrower if the Borrower has not provided the Credit Facility Provider proof satisfactory to it of the extension or substitution of a Hedge Agreement satisfying the requirements of the Reimbursement Agreement not later than sixty (60) days prior to the expiration of the Hedge Agreement, the rate of interest on the Bonds may be established at a Fixed Rate on any Interest Payment Date during a Variable Period or on the day following any Reset Period, in definitive bearer form accordance with the procedures set forth in this subsection (other than Long Maturity Notes d). In order to effect a Fixed Rate Adjustment, the Borrower must deliver such written consent and a written request to the Trustee, the Issuer, the Bank (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling prior to be issued on exchange of matured Talonsthe Conversion Date), failing which the amount of any missing unmatured Coupon Credit Facility Provider, the Servicer (from and after the Conversion Date), the Tender Agent and the Remarketing Agent (or, in the case of payment not being made in fullif applicable, the same proportion Credit Facility Provider on behalf of the Borrower must deliver such request) specifying (i) the Fixed Rate Adjustment Date, which shall be not less than forty (40) days after such notice is received by such parties, (ii) the sinking fund redemption amounts for each Interest Payment Date, as provided in Section 3.01(c), at a price equal to the principal amount of such missing unmatured Coupon as the sum so paid bears Bonds subject to redemption plus interest accrued thereon to the sum duedate fixed for redemption, without premium, pursuant to Section 3.01(b)(v) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at hereof and any time before the expiry of 10 years after the Relevant Date applicable optional redemption provision pursuant to Section 3.01(a) hereof, and (as defined in Condition 8 (Taxationiii) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9 (Prescription)) or, if later, five years from the date on which the Fixed Rate will be determined by the Remarketing Agent, which date shall be not later than the Business Day immediately prior to the Fixed Rate Adjustment Date. Such notice must be accompanied by (1) an opinion of Bond Counsel to the effect that Fixed Rate Adjustment in accordance with the procedures described in this subsection (d) is permitted by this Indenture and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, (2) if Bonds are to be held publicly after the Fixed Rate Adjustment Date, either an irrevocable commitment (which commitment may be subject to customary commercial conditions) of an Alternate Credit Facility Provider to issue the Credit Facility to be in effect upon and after Fixed Rate Adjustment and until the maturity date of the Bonds, together with accompanying documentation required by Section 5.4 of the Financing Agreement or the irrevocable written commitment of the Credit Facility Provider for an amendment to the Credit Facility to fulfill the Interest Requirement and, if applicable, to extend the termination date of the Credit Facility, (3) the form of notice to be given by the Trustee to the owners of the Bonds with respect to Fixed Rate Adjustment, (4) payment to the Trustee and the Issuer of such Coupon would otherwise have become dueamount as the Trustee and the Issuer, respectively, reasonably determines may be required in connection with Fixed Rate Adjustment, including, but in no event thereafter. Upon any Fixed Rate Note in definitive bearer not limited to, its own fees and expenses and the cost of printing Bonds, (5) the proposed form becoming due and repayable prior to its Maturity Date, all unmatured Talons of disclosure document (if any) appertaining thereto to be distributed in connection with the remarketing of the Bonds on the Fixed Rate Adjustment Date and an undertaking of the Borrower which satisfies any applicable requirements of Rule 15c2-12 of the Securities Exchange Act of 1934, and (6) unless otherwise consented to by the Issuer in its sole and absolute discretion, either: (A) the repayment of the Bonds or the Bond Mortgage Loan from and after the Fixed Rate Adjustment Date will be secured by a credit enhancement provided by ▇▇▇▇▇▇▇ Mac in form and substance equivalent to the Credit Facility, or (B) written evidence from the Rating Agency to the effect that the Bonds will be rated at least “Aa2” by ▇▇▇▇▇’▇ or “AA” by S&P, without regard to pluses or minuses (or such lower ratings as shall be approved by the Issuer) on the Fixed Rate Adjustment Date. If (i) the Credit Facility to be in effect upon and after Fixed Rate Adjustment or (ii) an irrevocable commitment as described in (2) above is not delivered (such delivery may be in escrow) to the Trustee at least fifteen (15) days before the Fixed Rate Adjustment Date, or if on any Business Day at least fifteen (15) days before the Fixed Rate Adjustment Date, the Trustee receives notice from the Borrower to the effect that it no longer wishes to proceed with the Fixed Rate Adjustment, or the Trustee receives written notice from the Remarketing Agent that a Market Risk Event has occurred, the Trustee shall not give the notice specified in the next paragraph to the owners of the Bonds. In the event that the Trustee receives notice from the Remarketing Agent that a Market Risk Event has occurred after giving the notice specified in the next paragraph to the owners of the Bonds, the Trustee shall notify the owners of the Bonds that the Fixed Rate Adjustment has been cancelled. In such event, (i) if the Bonds bear interest at a Variable Rate prior to the proposed Fixed Rate Adjustment Date, they shall continue to bear interest at a Variable Rate, and (ii) if the proposed Fixed Rate Adjustment Date was to be the day following a Reset Period, then the Bonds shall be redeemed (or purchased in lieu thereof) on the day following such Reset Period pursuant to Section 3.01(b)(vi) or Section 3.06 hereof, as applicable. The Trustee shall give notice to the owners of the Bonds, by first class mail not less than nine (9) days before the Fixed Rate Adjustment Date, specifying: (i) that the interest rate on the Bonds will be established at the Fixed Rate through the final maturity of the Bonds and the date the Fixed Rate will become void effective; (ii) that all Bonds must be tendered for purchase and no further Coupons will surrendered to the Tender Agent for purchase not later than 9:30 a.m., Washington, DC time, on the Fixed Rate Adjustment Date; and (iii) that the Fixed Rate Adjustment (but not the mandatory tender of Bonds on the proposed Fixed Rate Adjustment Date) is subject to cancellation upon the Trustee’s receipt of notice from the Remarketing Agent that a Market Risk Event has occurred. Any Bond not tendered to the Tender Agent for purchase in accordance with the provisions of this Section 2.02(d) on the Fixed Rate Adjustment Date (including a cancelled Fixed Rate Adjustment Date) shall be issued in respect deemed to have been tendered for purchase on such Fixed Rate Adjustment Date pursuant to Section 10.01 hereof for all purposes of this Indenture, including particularly Article X hereof; provided, however, payment on such Bonds shall only be made upon presentation thereof. Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form becomes due From and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a after Fixed Rate Note (other than a Adjustment and until maturity, the Bonds will bear interest at the Fixed Rate Note which Rate, payable on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note each Interest Payment Date, commencing on the Interest Payment Date next following the Fixed Rate Adjustment Date, computed on the basis of a 360-day year of twelve 30-day months. The Fixed Rate shall be that rate, determined by the Remarketing Agent on the date specified in the notice from the Borrower referred to in the first paragraph of this subsection (d) which, in the reasonable professional judgment of the Remarketing Agent, on the basis of prevailing financial market conditions, would be the interest rate necessary, but which would not exceed the aggregate amount of interest remaining rate necessary, to be paid borne by the Bonds in order for the market value of the Bonds on such date to be 100% of the principal amount thereof (disregarding accrued interest), provided that in no event shall the Fixed Rate exceed any Maximum Rate. The determination of the Fixed Rate by the Remarketing Agent shall (in the absence of manifest error) be conclusive and binding on the holders of the Bonds, the Issuer, the Tender Agent, the Trustee, the Credit Facility Provider, the Servicer (from and after that date is less than the nominal amount of Conversion Date), and the Remarketing Agent, and each shall be protected by relying on such Noterate. If the due date for redemption The Trustee shall, upon written request of any definitive Bearer Note is not an Interest Payment Bondholder, notify such Bondholder of the Fixed Rate to be in effect on and after the Fixed Rate Adjustment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be. Upon Fixed Rate Adjustment, the Interest Commencement Date Trustee (with the cooperation of the Issuer) shall cause to be prepared, at the expense of the Borrower, new Bonds substantially in the form set forth in Exhibit A hereto and stating the Fixed Rate. Any such Bonds shall be payable only against surrender of executed and authenticated as provided in Section 2.06, and shall be delivered to Bondholders on the relevant definitive Bearer NoteFixed Rate Adjustment Date without charge.

Fixed Rate. Notes in definitive bearer form (other than Long Maturity Notes (as defined below)) should The Sublessee shall be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling entitled to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation) issue one Conversion Notice in respect of each Aircraft and such principal (whether or not such Coupon would otherwise have become void under Condition 9 (Prescription)) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) Conversion shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note take place on the Interest Payment applicable Conversion Date on which for the aggregate amount remainder of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued Term in respect of such Note that Aircraft. Following receipt of a Conversion Notice from the Sublessee pursuant to Section 3(d)(iii) (and includingConversion) the preceding Interest Payment Date or, as the case may beabove, the Interest Commencement Lessee shall: no later than seven (7) Business Days prior to the relevant Conversion Date, determine the A Rent Fixed Rate payable on the A Rent Base Amount and the B Rent Fixed Rate payable on the B Rent Base Amount, in each case for the relevant Aircraft as of the Conversion Date and shall notify the Sublessee of such Fixed Rates. Sublessee shall agree such Fixed Rates or disagree such Fixed Rates and withdraw its Conversion Notice; no later than five (5) Business Days prior to the relevant Conversion Date, prepare a new Schedule I to the relevant Sublease Supplement to be substituted, pursuant to an amendment to the relevant Sublease Supplement, and provide such schedules to the Sublessee; and no later than four (4) Business Days prior to the relevant Conversion Date, provide the Sublessee with an executed amendment to the relevant Sublease Supplement. Provided that all the requirements of this Section 3(d)(iii) (Conversion) have been satisfied, then on and after such Conversion Date, rent will be payable only against surrender on the A Base Rent Amount and the B Rent Base Amount (as at the end of the Rent Calculation Period starting on the Conversion Date) at the applicable Fixed Rate. The obligations of the Lessee to convert the interest rate applicable to the A Rent Base Amount and the B Rent Base Amount from the Floating Rate to the A Rent Fixed Rate and the B Rent Fixed Rate, respectively pursuant to this Section 3(d)(iii) is subject to the satisfaction not later than 10:00 a.m. (New York time) on the relevant Conversion Date of the following conditions precedent: the Lessee shall have received a duly executed Conversion Notice; the Lessee shall have received a duly executed amendment to the Sublease Supplement setting forth the revised Basic Rent amounts in respect of the relevant definitive Bearer Note.Aircraft; all amounts of Rent then due and payable by the Sublessee shall have been paid in full;

Fixed Rate. Notes If the Applicable Rate for the Loan Certificates and the Loan is a Fixed Rate: (1) Interest on the Loan shall be payable quarterly in definitive bearer form arrears on each Interest Payment Date and shall be calculated on the basis of a year of 360 days consisting of 12 30-day months. (other than Long Maturity Notes 2) The Fixed Rate on a Fixed Rate Loan shall be subject to adjustment as provided in clause (as defined v) below). (3) should be presented for payment together with all unmatured Coupons appertaining thereto On the date of (which expression shall for this purpose include Coupons falling i) any prepayment of Loan Certificates pursuant to be issued on exchange the Mortgage or (ii) any acceleration of matured Talons), failing which Loan Certificates pursuant to the amount of any missing unmatured Coupon (or, in the case of payment not being made in fullMortgage, the same proportion Borrower will request that each Loan Participant advise the Security Trustee and the Borrower by 11:00 a.m., New York time, on such date of the amount Hedge Break Amount applicable to such event. (4) Each Loan Participant agrees that, so long as no Event of Default shall have occurred and be continuing, it shall promptly pay to the Borrower at such missing unmatured Coupon account as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at Borrower may specify any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation) Hedge Breakage Gain in respect of the Loan Certificates (or its related Commitment), except that it may first deduct therefrom any amounts then due and owing to it or the other Loan Participants under the Operative Documents and apply any amount so retained to the satisfaction thereof. Each Holder may retain any Hedge Breakage Gain that arises after the occurrence of an Event of Default as security for the obligations of the Borrower until the earlier of (i) the date that such principal Event of Default is cured by the Borrower, promptly following which date such amount shall be paid over to the Borrower, or (whether or not ii) the date that Section 9.07 of the Mortgage shall be applicable, promptly following which date such Coupon would otherwise have become void under Condition 9 (Prescription)) oramounts shall be remitted to the Security Trustee for application as provided in such Section 9.07. For the avoidance of doubt, Hedge Breakage Gains, if laterany, five years from shall be due and payable to the Borrower on the date on which such Coupon would that at any Break Amount is otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior payable to its Maturity Date, all unmatured Talons the Loan Participants. (if any5) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note request of the Borrower, each Loan Participant shall provide a good faith written estimate of the Hedge Breakage Loss or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment orHedge Breakage Gain, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than connection with the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption occurrence, or anticipated occurrence, of any definitive Bearer Note is not event contemplated by the Operative Documents that might give rise to an Interest Payment Date, interest obligation to pay Hedge Breakage Loss or to receive Hedge Breakage Gain. (if any6) accrued in respect Upon determination by a Loan Participant of such Note from (and including) the preceding Interest Payment Date orany Hedge Breakage Loss or Hedge Breakage Gain payable to or by it, as the case may be, such Loan Participant will provide to the Interest Commencement Date Borrower a certificate, certifying such Hedge Breakage Loss or Hedge Breakage Gain, which certified amount shall be payable only against surrender determined in accordance with the procedures set out in the definition of the relevant definitive Bearer Note“Hedge Break Amount”.

Fixed Rate. Notes At the written request of the Borrower and with the prior written consent of Freddie Mac and the Bank, or, after Conversion, at the written request of the Credit Facility Provider on behalf of the Borrower if the Borrower has not provided the Credit Facility Provider proof satisfactory to it of the extension or substitution of a Hedge Agreement satisfying the requirements of the Reimbursement Agreement not later than sixty (60) days prior to the expiration of the Hedge Agreement, the rate of interest on the Bonds may be established at a Fixed Rate on any Interest Payment Date during a Variable Period or on the day following any Reset Period, in definitive bearer form accordance with the procedures set forth in this subsection (other than Long Maturity Notes d). In order to effect a Fixed Rate Adjustment, the Borrower must deliver such written consent and a written request to the Trustee, the Issuer, the Bank (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling prior to be issued on exchange of matured Talonsthe Conversion Date), failing which the amount of any missing unmatured Coupon Credit Facility Provider, the Servicer (from and after the Conversion Date), the Tender Agent and the Remarketing Agent (or, in the case of payment not being made in fullif applicable, the same proportion Credit Facility Provider on behalf of the Borrower must deliver such request) specifying (i) the Fixed Rate Adjustment Date, which shall be not less than forty (40) days after such notice is received by such parties, (ii) the sinking fund redemption amounts for each Interest Payment Date, as provided in Section 3.01(c), at a price equal to the principal amount of such missing unmatured Coupon as the sum so paid bears Bonds subject to redemption plus interest accrued thereon to the sum duedate fixed for redemption, without premium, pursuant to Section 3.01(b)(v) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at hereof and any time before the expiry of 10 years after the Relevant Date applicable optional redemption provision pursuant to Section 3.01(a) hereof, and (as defined in Condition 8 (Taxationiii) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9 (Prescription)) or, if later, five years from the date on which the Fixed Rate will be determined by the Remarketing Agent, which date shall be not later than the Business Day immediately prior to the Fixed Rate Adjustment Date. Such notice must be accompanied by (1) an opinion of Bond Counsel to the effect that Fixed Rate Adjustment in accordance with the procedures described in this subsection (d) is permitted by this Indenture and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, (2) if Bonds are to be held publicly after the Fixed Rate Adjustment Date, either an irrevocable commitment (which commitment may be subject to customary commercial conditions) of an Alternate Credit Facility Provider to issue the Credit Facility to be in effect upon and after Fixed Rate Adjustment and until the maturity date of the Bonds, together with accompanying documentation required by Section 5.4 of the Financing Agreement or the irrevocable written commitment of the Credit Facility Provider for an amendment to the Credit Facility to fulfill the Interest Requirement and, if applicable, to extend the termination date of the Credit Facility, (3) the form of notice to be given by the Trustee to the owners of the Bonds with respect to Fixed Rate Adjustment, (4) payment to the Trustee and the Issuer of such Coupon would otherwise have become dueamount as the Trustee and the Issuer, respectively, reasonably determines may be required in connection with Fixed Rate Adjustment, including, but in no event thereafter. Upon any Fixed Rate Note in definitive bearer not limited to, its own fees and expenses and the cost of printing Bonds, (5) the proposed form becoming due and repayable prior to its Maturity Date, all unmatured Talons of disclosure document (if any) appertaining thereto to be distributed in connection with the remarketing of the Bonds on the Fixed Rate Adjustment Date and an undertaking of the Borrower which satisfies any applicable requirements of Rule 15c2-12 of the Securities Exchange Act of 1934, and (6) unless otherwise consented to by the Issuer in its sole and absolute discretion, either: (A) the repayment of the Bonds or the Bond Mortgage Loan from and after the Fixed Rate Adjustment Date will be secured by a credit enhancement provided by Freddie Mac in form and substance equivalent to the Credit Facility, or (B) written evidence from the Rating Agency to the effect that the Bonds will be rated at least “Aa2” by Moody’s or “AA” by S&P, without regard to pluses or minuses (or such lower ratings as shall be approved by the Issuer) on the Fixed Rate Adjustment Date. If (i) the Credit Facility to be in effect upon and after Fixed Rate Adjustment or (ii) an irrevocable commitment as described in (2) above is not delivered (such delivery may be in escrow) to the Trustee at least fifteen (15) days before the Fixed Rate Adjustment Date, or if on any Business Day at least fifteen (15) days before the Fixed Rate Adjustment Date, the Trustee receives notice from the Borrower to the effect that it no longer wishes to proceed with the Fixed Rate Adjustment, or the Trustee receives written notice from the Remarketing Agent that a Market Risk Event has occurred, the Trustee shall not give the notice specified in the next paragraph to the owners of the Bonds. In the event that the Trustee receives notice from the Remarketing Agent that a Market Risk Event has occurred after giving the notice specified in the next paragraph to the owners of the Bonds, the Trustee shall notify the owners of the Bonds that the Fixed Rate Adjustment has been cancelled. In such event, (i) if the Bonds bear interest at a Variable Rate prior to the proposed Fixed Rate Adjustment Date, they shall continue to bear interest at a Variable Rate, and (ii) if the proposed Fixed Rate Adjustment Date was to be the day following a Reset Period, then the Bonds shall be redeemed (or purchased in lieu thereof) on the day following such Reset Period pursuant to Section 3.01(b)(vi) or Section 3.06 hereof, as applicable. The Trustee shall give notice to the owners of the Bonds, by first class mail not less than nine (9) days before the Fixed Rate Adjustment Date, specifying: (i) that the interest rate on the Bonds will be established at the Fixed Rate through the final maturity of the Bonds and the date the Fixed Rate will become void effective; (ii) that all Bonds must be tendered for purchase and no further Coupons will surrendered to the Tender Agent for purchase not later than 9:30 a.m., Washington, DC time, on the Fixed Rate Adjustment Date; and (iii) that the Fixed Rate Adjustment (but not the mandatory tender of Bonds on the proposed Fixed Rate Adjustment Date) is subject to cancellation upon the Trustee’s receipt of notice from the Remarketing Agent that a Market Risk Event has occurred. Any Bond not tendered to the Tender Agent for purchase in accordance with the provisions of this Section 2.02(d) on the Fixed Rate Adjustment Date (including a cancelled Fixed Rate Adjustment Date) shall be issued in respect deemed to have been tendered for purchase on such Fixed Rate Adjustment Date pursuant to Section 10.01 hereof for all purposes of this Indenture, including particularly Article X hereof; provided, however, payment on such Bonds shall only be made upon presentation thereof. Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form becomes due From and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a after Fixed Rate Note (other than a Adjustment and until maturity, the Bonds will bear interest at the Fixed Rate Note which Rate, payable on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note each Interest Payment Date, commencing on the Interest Payment Date next following the Fixed Rate Adjustment Date, computed on the basis of a 360-day year of twelve 30-day months. The Fixed Rate shall be that rate, determined by the Remarketing Agent on the date specified in the notice from the Borrower referred to in the first paragraph of this subsection (d) which, in the reasonable professional judgment of the Remarketing Agent, on the basis of prevailing financial market conditions, would be the interest rate necessary, but which would not exceed the aggregate amount of interest remaining rate necessary, to be paid borne by the Bonds in order for the market value of the Bonds on such date to be 100% of the principal amount thereof (disregarding accrued interest), provided that in no event shall the Fixed Rate exceed any Maximum Rate. The determination of the Fixed Rate by the Remarketing Agent shall (in the absence of manifest error) be conclusive and binding on the holders of the Bonds, the Issuer, the Tender Agent, the Trustee, the Credit Facility Provider, the Servicer (from and after that date is less than the nominal amount of Conversion Date), and the Remarketing Agent, and each shall be protected by relying on such Noterate. If the due date for redemption The Trustee shall, upon written request of any definitive Bearer Note is not an Interest Payment Bondholder, notify such Bondholder of the Fixed Rate to be in effect on and after the Fixed Rate Adjustment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be. Upon Fixed Rate Adjustment, the Interest Commencement Date Trustee (with the cooperation of the Issuer) shall cause to be prepared, at the expense of the Borrower, new Bonds substantially in the form set forth in Exhibit A hereto and stating the Fixed Rate. Any such Bonds shall be payable only against surrender of executed and authenticated as provided in Section 2.06, and shall be delivered to Bondholders on the relevant definitive Bearer NoteFixed Rate Adjustment Date without charge.