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 At the written request of the Borrower and with the prior written consent of Xxxxxxx 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 Xxxxxxx 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 Xxxxx’x 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 be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for Payments If interest is accruing on this purpose include Coupons falling to be issued on exchange of matured Talons)Note at a Fixed Rate, failing which the amount of any missing unmatured Coupon (orthe monthly payments shall be in an amount sufficient to fully amortize the principal balance of this Note at the applicable Fixed Rate, in substantially equal monthly payments over the case amortization period specified above, or the remainder thereof, as applicable The applicable Fixed Rate and the amount of the monthly principal and interest payments due under this Note shall be confirmed in writing by the Holder (either pursuant to a closing statement or other written notice) after the interest rate is fixed and prior to the date the first payment is due at the Fixed Rate. (c) General At the option of the Holder, all payments under this Note, including payment at maturity, shall be made in same day funds On the Maturity Date (as the same may be extended as provided in this Note), the unpaid principal balance of this Note, all unpaid accrued interest and all other sums then due and owing pursuant to this Note or any other Loan Document shall be due and payable in full. Each payment shall be applied first, at Holder's option, to any unpaid late charges or other sums payable by Maker under this Note or any other Loan Document, then to interest to the due date of the payment, and then to the principal balance of this Note. 4 AUTOMATIC WITHDRAWAL The payments on this Note and any other sums secured by the Deed of Trust will be deducted on the first (Sit) day of each month from Seafirst Deposit Account No. 6000000, or such other Seafirst Deposit Account as may be authorized in the future. 5 LATE CHARGES; RETURNED ITEM FEE In any payment due hereunder is not received by the Holder within fifteen (1 5) days of the due date, at the option of the Holder without waiving such default or any of its remedies, a late charge shall be added to the delinquent payment in the amount of four percent (4%) of the full payment not being made timely paid Any such late charge shall be due and payable on demand, and the Holder, at its option, may (a) refuse any late payment or any subsequent payment unless accompanied by the applicable late charge, (b) add the late charge to the principal balance of this Note, (c) pay any late charge with advances of the undisbursed proceeds of the Loan, if any, or (d) treat the failure to pay the late charge as demanded as a default under this Note If a late charge is added to the principal balance of this Note, it shall bear interest at the same rate as the principal balance of this Note Any payment to Holder by check, draft or other item shall be received by Holder subject to collection and will constitute payment when collected not when received For each "nsf' or returned check, draft or other item, in addition to any applicable late charge, Maker shall pay to the Holder on demand a returned item fee in accordance with the Holder's schedule of such fees then in effect. 6 PREPAYMENT During the Construction Term, and thereafter, so long as interest is calculated on this Note at a Variable Rate, this Note may be prepaid in whole or in part, at any time, without payment of a prepayment fee During any period when a Fixed Rate is applicable to this Note, this Note may be prepaid only as set forth in Exhibit A attached partial prepayments, if permitted, shall not postpone nor reduce the amount of the monthly payments required under this Note. 7 DEFAULT After a default under any of the Loan Documents, or if Maker fails to make any payment under this Note when due, the Holder, at its option, without notice to Maker(except as provided below), may declare the entire principal balance of this Note and all unpaid accrued interest thereon and other charges payable by Maker pursuant to this Note or any other Loan Document immediately due and payable in full, and the same proportion Holder may exercise any and all other rights or remedies available to it under any Loan Document, at law or in equity Any additional interest due because of a default shall accrue from the date of default and shall be paid as a condition to the curing of the amount of such missing unmatured Coupon as default Notwithstanding the sum so paid bears to foregoing, the sum due) Holder will be deducted from not accelerate 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 Maturity Date (as defined in Condition 8 a) because of a monetary default by Maker under this Note or any other Loan Document unless the default is not cured within ten (Taxation10) in respect days 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 duethe Holder mails or delivers written notice of the default to Maker, but in no event thereafter. Upon or (b) because of a nonmonetary default by Maker under this Note or any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons other Loan Document unless the default is not cured within thirty (if any30) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon days of the date on which the Holder mails or delivers written notice of the default to Maker For purposes of this Note, the term "monetary default" means a failure by Maker to make any Floating Rate payment required pursuant to this Note or Long Maturity any other Loan Document, and the term "nonmonetary default " shall mean a failure by Maker to perform any obligation contained in this Note or any other Loan Document. other than the obligation to make the payments provided for in definitive bearer form this Note or any other Loan Document if the nonmonetary default is capable of being cured and cannot reasonably be made within the thirty (30) day cure period, the cure period shall be extended up to ninety (90) days so long as Maker has commenced action to cure within the thirty (10) day cure period, and in the Holder's opinion, Maker is proceeding to cure the default with due diligence None of the foregoing shall be construed to obligate the Holder to forbear in any other manner From exercising its remedies and the holder may pursue any other rights or remedies which the Holder may have because of the default. 8 CUMULATIVE REMEDIES The rights and remedies of any Holder under this Note or any other Loan Document, or at law or in equity, shall be cumulative and concurrent, may be pursued singly, successively or together against Maker, any guarantor of this Note, or any security for this Note A failure by any Holder to exercise its option to accelerate this Note upon the occurrence of a default or to exercise any other rights to which it may be entitled shall not constitute a waiver of the right to exercise such option or any such rights in the event of any any subsequent default whether of the same or a different nature. 9 WAIVERS Maker and all endorsers, guarantors and all other persons or entities who may become liable for all or any pan of the obligations evidenced by this Note, jointly and severally waive diligence, presentment, protest and demand, and also notice of protest, demand, non-payment, dishonor or maturity and also recourse to suretyship defenses generally; and consent to any and all renewals, extensions and modifications of the terms of this Note or any other Loan Document, including the time for payment, and agree any such renewal, extension or modification or the release or substitution of any security for the indebtedness evidenced by this Note or any other indulgences, shall not affect the liability of said parties for the indebtedness evidenced by this Note. Any such renewals, extensions, modifications, releases or indulgences may be made without notice to such parties. 10 COSTS AND EXPENSES Whether or not suit is brought Maker shall pay on demand all costs and expenses, including attorneys' fees and costs and allocated costs of in- house legal counsel, incurred by or on behalf of the Holder in connection with this Note, including without limitation costs incurred in the collection of this Note, in protecting the security for this Note or in foreclosing or enforcing this Note or any other Loan Document, or resulting from the Holder being made a party to any litigation because of the existence of this Note or any other Loan Document. Without limiting the generality of the foregoing, if Maker becomes due the subject of any bankruptcy or insolvency proceeding, Maker shall pay all fees and repayableexpenses incurred by the Holder in connection with such bankruptcy or insolvency proceeding II MAXIMUM INTEREST Maker represents and warrants the proceeds of this Note shall be used solely for commercial, unmatured Coupons investment and Talons (business purposes, and not for personal, family or household purposes Notwithstanding any other provision of this Note or any other Loan Document, interest, loan fees and charges payable by reason of the indebtedness evidenced by this Note shall not exceed the maximum, if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may bepermitted by applicable law If by virtue of applicable law, exchange for further Coupons sums in excess of such maximum would otherwise be payable, then such excess sums shall be made construed as having been immediately applied by the Holder to the principal balance of this Note when received If at the time any such sum is received by the Holder, the principal balance of this Note has been paid in respect thereoffull, such sums shall be promptly refunded by the Holder to Maker, less any sums due to the Holder. A Long Maturity 12 SECURITY, This Note is secured by a Fixed Rate deed of trust dated December 10. 1995 (the "Deed of Trust") encumbering certain real property located in Spokane County, Washington (the "Property") Unless otherwise specified in this Note, all notices given pursuant to this Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than must be in writing and will be effectively given if given in accordance 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 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 terms of the relevant definitive Bearer Note.Deed of Trust. 13

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 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 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.