exv4w1







 




    Exhibit
    4.1



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION



 




    GLOBAL
    DEBT FACILITY AGREEMENT



 



    AGREEMENT, dated as of April 3, 2009, among the
    Federal Home Loan Mortgage Corporation (“Freddie
    Mac”) and Holders of Debt Securities (each as
    hereinafter defined).



 



    Whereas:



 



    (a) Freddie Mac is a corporation duly organized and
    existing under and by virtue of the laws of the United States
    (Title III of the Emergency Home Finance Act of 1970, as
    amended (the “Freddie Mac Act”)) and has full
    corporate power and authority to enter into this Agreement and
    to undertake the obligations undertaken by it herein;



 



    (b) Pursuant to Section 306(a) of the Freddie Mac Act,
    Freddie Mac is authorized, upon such terms and conditions as it
    may prescribe, to borrow, to pay interest or other return, and
    to issue notes, bonds or other obligations or
    securities; and



 



    (c) To provide funds to permit Freddie Mac to engage in
    activities consistent with its statutory purposes, Freddie Mac
    has established a Global Debt Facility (the
    “Facility”) and authorized the issuance, from
    time to time, pursuant to this Agreement, of unsecured general
    obligations of Freddie Mac or, if so provided in the applicable
    Supplemental Agreement (as hereinafter defined), secured
    obligations of Freddie Mac (“Debt Securities”).



 



    NOW, THEREFORE, in consideration of the premises and
    mutual covenants herein contained, it is hereby agreed that the
    following terms and conditions of this Agreement (including, as
    to each issue of the Debt Securities, the applicable
    Supplemental Agreement) shall govern the Debt Securities and the
    rights and obligations of Freddie Mac and Holders with respect
    to the Debt Securities.



 




    ARTICLE I



 




    Definitions



 



    Whenever used in this Agreement, the following words and phrases
    shall have the following meanings, unless the context otherwise
    requires.



 



    Additional Debt Securities:  Debt Securities
    issued by Freddie Mac with the same terms (other than Issue
    Date, interest commencement date and issue price) and conditions
    as Debt Securities for which settlement has previously occurred
    so as to form a single series of Debt Securities as specified in
    the applicable Supplemental Agreement.



 



    Agreement:  This Global Debt Facility Agreement
    dated as of April 3, 2009, as it may be amended or
    supplemented from time to time, and successors thereto pursuant
    to which Freddie Mac issues the Debt Securities.



 



    Amortizing Debt Securities:  Debt Securities on
    which Freddie Mac makes periodic payments of principal during
    the terms of such Debt Securities as described in the related
    Supplemental Agreement.



 



    Beneficial Owner:  The entity or individual
    that beneficially owns a Debt Security.













 






    Bonds:  Callable or non-callable Debt
    Securities with maturities of more than ten years.



 



    Book-Entry Rules:  The Department of Housing
    and Urban Development regulations (24 C.F.R. Part 81,
    Subpart H) applicable to Freddie Mac’s book-entry
    securities and such procedures as to which Freddie Mac and the
    FRBNY may agree.



 



    Business Day:  (i) With respect to Fed
    Book-Entry Debt Securities, any day other than (a) a
    Saturday, (b) a Sunday, (c) a day on which the FRBNY
    is closed, (d) as to any Holder of a Fed Book-Entry Debt
    Security, a day on which the Federal Reserve Bank that maintains
    the Holder’s account is closed, or (e) a day on which
    Freddie Mac’s offices are closed; and (ii) with
    respect to Registered Debt Securities, any day other than
    (a) a Saturday, (b) a Sunday, (c) a day on which
    banking institutions are closed in (1) the City of New York
    or (2) if the Specified Payment Currency is other than
    U.S. dollars or euros, the Principal Financial Center of
    the country of such Specified Payment Currency, (d) if the
    Specified Payment Currency is euros, a day on which the TARGET
    system is not open for settlements, or a day on which payments
    in euros cannot be settled in the international interbank market
    as determined by the Global Agent, (e) for any required
    payment, a day on which banking institutions are closed in the
    place of payment, or (f) a day on which Freddie Mac’s
    offices are closed.



 



    Calculation Agent:  Freddie Mac or a bank or
    broker-dealer designated by Freddie Mac in the applicable
    Supplemental Agreement as the entity responsible for determining
    the interest rate on a Variable Rate Debt Security.



 



    Calculation Date:  In each year, each of those
    days in the calendar year that are specified in the applicable
    Supplemental Agreement as being the scheduled Interest Payment
    Dates regardless, for this purpose, of whether any such date is
    in fact an Interest Payment Date and, for the avoidance of
    doubt, a “Calculation Date” may occur prior to the
    Issue Date or after the last Principal Payment Date.



 



    Callable Reference Notes:  U.S. dollar
    denominated, callable Reference Securities with maturities of
    more than one day.



 



    Cap:  A maximum interest rate at which interest
    may accrue on a Variable Rate Debt Security during any Interest
    Reset Period.



 



    Citibank — London:  Citibank, N.A.,
    London office, the Global Agent for Registered Debt Securities.



 



    Citigroup — Frankfurt:  Citigroup
    Global Markets Deutschland AG & Co. KGaA, the
    Registrar for Registered Debt Securities.



 



    Clearstream, Luxembourg:  Clearstream Banking,
    societe anonyme, which holds securities for its participants and
    facilitates the clearance and settlement of securities
    transactions between its participants through electronic
    book-entry changes in accounts of its participants.



 



    CMS Determination Date:  The second New York
    Banking Day preceding the applicable Reset Date.



 



    CMS Rate:  The rate determined by the
    Calculation Agent in accordance with
    Section 2.07(i)(N).



 



    CMT Determination Date:  The second New York
    Banking Day preceding the applicable Reset Date.




    

    2








 






    CMT Rate:  The rate determined by the
    Calculation Agent in accordance with Section 2.07(i)(M).



 



    Code:  The Internal Revenue Code of 1986, as
    amended.



 



    Common Depositary:  The common depositary for
    Euroclear, Clearstream, Luxembourg
    and/or any
    other applicable clearing system, which will hold Other
    Registered Debt Securities on behalf of Euroclear, Clearstream,
    Luxembourg
    and/or any
    such other applicable clearing system.



 



    Currency Exchange Bank:  The currency exchange
    bank specified in the applicable Supplemental Agreement that
    will convert any amounts paid by Freddie Mac in a Specified
    Payment Currency on DTC Registered Debt Securities to
    U.S. Holders into U.S. dollars.



 



    CUSIP Number:  A unique nine-character
    designation assigned to each Debt Security by the CUSIP Service
    Bureau and used to identify each issuance of Debt Securities on
    the records of the Federal Reserve Banks or DTC, as applicable.



 



    Day Rate:  The arithmetic mean for each day in
    a Seven-Day
    Period as determined by the Calculation Agent in accordance with
    Section 2.07(i)(P)(2).



 



    Dealers:  Firms that engage in the business of
    dealing or trading in debt securities as agents, brokers or
    principals.



 



    Debt Securities:  Unsecured subordinated or
    unsubordinated notes, bonds and other debt securities issued
    from time to time by Freddie Mac under the Facility, or if so
    provided in the applicable Supplemental Agreement, secured
    obligation issued from time to time by Freddie Mac under the
    facility.



 



    Deleverage Factor:  A Multiplier of less than
    one by which an applicable Index is multiplied.



 



    Depository:  DTC or any successor.



 



    Deposits:  Deposits commencing on the
    applicable Reset Date.



 



    Designated EURIBOR Reuters Page:  The display
    on Reuters Page 248 or any successor page or such other
    page (or any successor page) on that service or any successor
    service specified in the applicable Supplemental Agreement for
    the purpose of displaying rates for Deposits in euros.



 



    Designated EUR-LIBOR Reuters Page:  The display
    on Reuters Page LIBOR01 or any successor page or such other
    page (or any successor page) on that service or any successor
    service specified in the applicable Supplemental Agreement for
    the purpose of displaying rates for Deposits in euros.



 



    Designated Reuters Page:  The display on
    Reuters Page LIBOR01 (or where the Index Currency is
    Australian dollars, Swiss francs or Yen, Page LIBOR02) or
    any successor page or such other page (or any successor page) on
    that service or any successor service specified in the
    applicable Supplemental Agreement for the purpose of displaying
    British Bankers’ Association interest settlement rates for
    Deposits in the Index Currency.



 



    Determination Date:  The date as of which the
    rate of interest applicable to an Interest Reset Period is
    determined.




    

    3








 






    Determination Period:  The period from, and
    including, one Calculation Date to, but excluding, the next
    Calculation Date.



 



    DTC:  The Depository Trust Company, a
    limited-purpose trust company, which holds securities for DTC
    participants and facilitates the clearance and settlement of
    transactions between DTC participants through electronic
    book-entry changes in accounts of DTC participants.



 



    DTC Registered Debt Securities:  Registered
    Debt Securities registered in the name of a nominee of DTC,
    which will clear and settle through the system operated by DTC.



 



    EC:  The European Community.



 



    EURIBOR:  The rate determined by the
    Calculation Agent in accordance with Section 2.07(i)(J.



 



    EURIBOR Determination Date:  The second TARGET
    Business Day preceding the applicable Reset Date, unless EURIBOR
    is determined in accordance with Section 2.07(i)(J)(3), in
    which case it means the applicable Reset Date.



 



    EUR-LIBOR:  The rate determined by the
    Calculation Agent in accordance with Section 2.07(i)(I).



 



    EUR-LIBOR Determination Date:  The second
    TARGET Business Day preceding the applicable Reset Date, unless
    EUR-LIBOR is determined in accordance with
    Section 2.07(i)(I)(3), in which case it means the
    applicable Reset Date.



 



    Euroclear:  Euroclear System, a depositary that
    holds securities for its participants and clears and settles
    transactions between its participants through simultaneous
    electronic book-entry delivery against payment.



 



    Euro Representative Amount:  A principal amount
    of not less than the equivalent of U.S. $1,000,000 in euros
    that, in the Calculation Agent’s sole judgment, is
    representative for a single transaction in the relevant market
    at the relevant time.



 



    Euro-Zone:  The region consisting of member
    states of the European Union that adopt the single currency in
    accordance with the Treaty.



 



    EMU:  European Monetary Union; the convergence
    of key features of the economies of certain participating
    European countries, including the adoption of a common monetary
    unit called the euro.



 



    Facility:  The Global Debt Facility described
    in the Offering Circular dated April 3, 2009 under which
    Freddie Mac issues the Debt Securities.



 



    Fed Book-Entry Debt
    Securities:  U.S. dollar denominated Debt
    Securities issued and maintained in book-entry form on the Fed
    Book-Entry System.



 



    Fed Book-Entry System:  The book-entry system
    of the Federal Reserve Banks which provides book-entry holding
    and settlement for U.S. dollar denominated securities
    issued by the U.S. Government, certain of its agencies,
    instrumentalities, government-sponsored enterprises and
    international organizations of which the United States is a
    member.



 



    Federal Funds Rate (Daily):  The rate
    determined by the Calculation Agent in accordance with
    Section 2.07(i)(O).




    

    4








 






    Federal Funds Rate (Daily) Determination
    Date:  The applicable Reset Date; provided,
    however, that if the Reset Date is not a Business Day, then the
    Federal Funds Rate (Daily) Determination Date means the Business
    Day immediately following the applicable Reset Date.



 



    Federal Funds Rate (Weekly Average):  The rate
    determined by the Calculation Agent in accordance with
    Section 2.07(i)(P).



 



    Federal Reserve:  The Board of Governors of the
    Federal Reserve System.



 



    Federal Reserve Bank:  Each U.S. Federal
    Reserve Bank that maintains Debt Securities in book-entry form.



 



    Federal Reserve Banks:  Collectively, the
    Federal Reserve Banks.



 



    Fiscal Agency Agreement:  The Uniform Fiscal
    Agency Agreement between Freddie Mac and the FRBNY.



 



    Fiscal Agent:  The FRBNY is fiscal agent for
    Fed Book-Entry Debt Securities.



 



    Fixed Principal Repayment Amount:  An amount
    equal to 100% of the principal amount of a Debt Security,
    payable on the applicable Maturity Date or earlier date of
    redemption or repayment or a specified amount above or below
    such principal amount, as provided in the applicable
    Supplemental Agreement.



 



    Fixed Rate Debt Securities:  Debt Securities
    that bear interest at a single fixed rate.



 



    Fixed/Variable Rate Debt Securities:  Debt
    Securities that bear interest at a single fixed rate during one
    or more specified periods and at a variable rate determined by
    reference to one or more Indices, or otherwise, during one or
    more other periods. As to any such fixed rate period, the
    provisions of this Agreement relating to Fixed Rate Debt
    Securities shall apply, and, as to any such variable rate
    period, the provisions of this Agreement relating to Variable
    Rate Debt Securities shall apply.



 



    Floor:  A minimum interest rate at which
    interest may accrue on a Debt Security during any Interest Reset
    Period.



 



    Freddie Mac:  Federal Home Loan Mortgage
    Corporation, a stockholder-owned company chartered by Congress
    pursuant to the Freddie Mac Act.



 



    Freddie Mac Act:  Title III of the
    Emergency Home Finance Act of 1970, as amended, 12 U.S.C.
    § 1451-1459.



 



    FRBNY:  The Federal Reserve Bank of New York.



 



    Global Agency Agreement:  The agreement between
    Freddie Mac, the Global Agent and the Registrar.



 



    Global Agent:  The entity selected by Freddie
    Mac to act as its fiscal, transfer and paying agent for
    Registered Debt Securities.



 



    H.15(519): The weekly statistical release entitled
    “Statistical Release H.15(519), Selected Interest
    Rates” as published by the Federal Reserve, or any
    successor publication of the Federal Reserve available on its
    website at
    http://www.federalreserve.gov/releases/h15/or
    any successor site.




    

    5








 






    H.15 Daily Update: The daily update of H.15(519),
    available on the website of the Federal Reserve at
    http://www.federalreserve.gov/releases/h15/update,
    or any successor site or publication.



 



    Holder:  In the case of Fed Book-Entry Debt
    Securities, the entity whose name appears on the book-entry
    records of a Federal Reserve Bank as Holder; in the case of
    Registered Debt Securities in global registered form, the
    depository, or its nominee, in whose name the Registered Debt
    Securities are registered on behalf of a related clearing
    system; and, in the case of Registered Debt Securities in
    definitive registered form, the person or entity in whose name
    such Debt Securities are registered in the Register.



 



    Holding Institutions:  Entities eligible to
    maintain book-entry accounts with a Federal Reserve Bank.



 



    Index:  LIBOR, EUR-LIBOR, EURIBOR, Prime Rate,
    Treasury Rate, CMT Rate, CMS Rate, Federal Funds Rate (Daily),
    or Federal Funds (Weekly Average) or other specified interest
    rate, exchange rate or other index, as the case may be.



 



    Index Currency:  The currency or currency unit
    specified in the applicable Supplemental Agreement with respect
    to which an Index will be calculated for a Variable Rate Debt
    Security; provided, however, that if euros are substituted for
    such currency or currency unit, the Index Currency will be euros
    and, with respect to LIBOR, the determination provisions for
    EUR-LIBOR will apply to such Debt Securities upon such
    substitution. If no such currency or currency unit is specified
    in the applicable Supplemental Agreement, the Index Currency
    will be U.S. dollars.



 



    Index Maturity:  The period with respect to
    which an Index will be calculated for a Variable Rate Debt
    Security that is specified in the applicable Supplemental
    Agreement.



 



    Interest Component:  Each future interest
    payment, or portion thereof, due on or prior to the Maturity
    Date, or if the Debt Security is subject to redemption or
    repayment prior to the Maturity Date, the first date on which
    such Debt Security is subject to redemption or repayment.



 



    Interest Payment Date:  The date or dates on
    which interest on Debt Securities will be payable in arrears.



 



    Interest Payment Period:  Unless otherwise
    provided in the applicable Supplemental Agreement, the period
    beginning on (and including) the Issue Date or the most recent
    Interest Payment Date, as the case may be, and ending on (but
    excluding) the earlier of the next Interest Payment Date or the
    Principal Payment Date.



 



    Interest Reset Period:  The period beginning on
    the applicable Reset Date and ending on the calendar day
    preceding the next Reset Date.



 



    Issue Date:  The date on which Freddie Mac
    wires an issue of Debt Securities to Holders or other date
    specified in the applicable Supplemental Agreement.



 



    Leverage Factor:  A Multiplier of greater than
    one by which an applicable Index is multiplied.



 



    LIBOR:  The rate determined by the Calculation
    Agent in accordance with Section 2.07(i)(H).




    

    6








 






    LIBOR Determination Date:  The second London
    Banking Day preceding the applicable Reset Date unless the Index
    Currency is Sterling, in which case it means the applicable
    Reset Date.



 



    London Banking Day:  Any day on which
    commercial banks are open for business (including dealings in
    foreign exchange and deposits in the Index Currency) in London.



 



    Maturity Date:  The date, one day or longer
    from the Issue Date, on which a Debt Security will mature unless
    redeemed or repaid prior thereto.



 



    Multiplier:  A constant or variable number
    (which may be greater than or less than one) to be multiplied by
    the relevant Index for a Variable Rate Debt Security.



 



    Non-U.S. Currency:  Specified
    Currency other than U.S. dollars.



 



    Notes:  Callable or non-callable Debt
    Securities with maturities of more than one day.



 



    New York Banking Day:  Any day other than
    (a) a Saturday, (b) a Sunday, (c) a day on which
    banking institutions in the City of New York are required or
    permitted by law or executive order to close, or (d) a day
    on which the FRBNY is closed.



 



    Offering Circular:  The Freddie Mac Global Debt
    Facility Offering Circular dated April 3, 2009 (including
    any related Offering Circular Supplement) and successors thereto.



 



    OID Determination Date:  The last day of the
    last accrual period ending prior to the date of the meeting of
    Holders (or, for consents not at a meeting, prior to a date
    established by Freddie Mac). The accrual period will be the same
    as the accrual period used by Freddie Mac to determine its
    deduction for accrued original issue discount under
    section 163 (e) of the Code.



 



    Other Registered Debt Securities:  Registered
    Debt Securities that are not DTC Registered Debt Securities,
    that are deposited with a Common Depositary and that will clear
    and settle through the systems operated by Euroclear,
    Clearstream, Luxembourg
    and/or any
    such other applicable clearing system other than DTC.



 



    Pricing Supplement:  A supplement to the
    Offering Circular that describes the specific terms, of, and
    provides pricing information and other information for, an issue
    of Debt Securities or which otherwise amends, modifies or
    supplements the terms of the Offering Circular.



 



    Prime Rate:  The rate determined by the
    Calculation Agent in accordance with Section 2.07(i)(K).



 



    Prime Rate Determination Date:  The New York
    Banking Day preceding the applicable Reset Date.



 



    Principal Component:  The principal payment
    plus any interest payments that are either due after the date
    specified in, or are specified as ineligible for stripping in,
    the applicable Supplemental Agreement.



 



    Principal Financial Center:  The capital city
    of the country of the Specified Payment Currency, or solely with
    respect to the calculation of LIBOR, the Index Currency, as the
    case may be, as specified in the applicable Supplemental
    Agreement except that with respect to U.S. dollars,
    Sterling, Yen, the euro and Swiss francs, the Principal
    Financial Center shall be the City of New York, London, Tokyo,
    Brussels and Zurich, respectively.




    

    7








 






    Principal Payment Date:  The Maturity Date, or
    the earlier date of redemption or repayment, if any (whether
    such redemption or repayment is in whole or in part).



 



    Range Accrual Debt Securities:  Debt Securities
    on which no interest may accrue during periods when the
    applicable index is outside a specified range as described in
    the related Supplemental Agreement.



 



    Record Date:  As to Registered Debt Securities,
    the fifteenth calendar day preceding an Interest Payment Date.
    Interest on a Registered Debt Security will be paid to the
    Holder of such Registered Debt Security as of the close of
    business on the Record Date.



 



    Reference Bonds:  U.S. dollar denominated,
    non-callable Reference Securities with maturities of more than
    ten years.



 



    Reference Notes:  U.S. dollar denominated,
    non-callable Reference Securities with maturities of more than
    one day.



 



    Reference Securities:  Scheduled
    U.S. dollar denominated issues of Debt Securities in large
    principal amounts, which may be either Callable Reference Notes,
    Reference Bonds or Reference Notes.



 



    Register:  A register of the Holders of
    Registered Debt Securities maintained by the Registrar.



 



    Registered Debt Securities:  Debt Securities
    issued and maintained in global registered or definitive
    registered form on the books and records of the Registrar.



 



    Registrar:  The entity selected by Freddie Mac
    to maintain the Register.



 



    Representative Amount:  A principal amount of
    not less than U.S. $1,000,000 (or, if the Index Currency is
    other than U.S. dollars, a principal amount not less than
    the equivalent in the Index Currency) that, in the Calculation
    Agent’s sole judgment, is representative for a single
    transaction in the relevant market at the relevant time.



 



    Reset Date:  The date on which a new rate of
    interest on a Debt Security becomes effective.



 



    Reuters:  Reuters Group PLC or any successor
    service.



 



    Reuters USAUCTION10 Page:  The display
    designated as “USAUCTION10” (or any successor page)
    provided by Reuters.



 



    Reuters USAUCTION11 Page:  The display
    designated as “USAUCTION11” (or any successor page)
    provided by Reuters.



 



    Reuters US PRIME1 Page:  The display designated
    as page “USPRIME1”’ (or any successor page)
    provided by Reuters



 



    Seven-Day
    Period:  As defined in Section 2.07(i)(P)(1).




    

    8








 






    Specified Currency:  The currency or currency
    unit in which a Debt Security may be denominated and in which
    payments of principal of and interest on a Debt Security may be
    made.



 



    Specified Interest Currency:  The Specified
    Currency provided for the payment of interest on Debt Securities.



 



    Specified Payment Currency:  The term to which
    the Specified Interest Currency and Specified Principal Currency
    are referred collectively.



 



    Specified Principal Currency:  The Specified
    Currency provided for the payment of principal on Debt
    Securities.



 



    Spread:  A constant or variable number to be
    added to or subtracted from the relevant Index for a Variable
    Rate Debt Security.



 



    Step Debt Securities:  Debt Securities that
    bear interest at different fixed rates during different
    specified periods.



 



    Sterling:  British pounds sterling.



 



    Supplemental Agreement:  An agreement which, as
    to the related issuance of Debt Securities, supplements the
    other provisions of this Agreement and identifies and
    establishes the particular offering of Debt Securities issued in
    respect thereof. A Supplemental Agreement may be documented by a
    supplement to this Agreement, a Pricing Supplement, a
    confirmation or a terms sheet. A Supplemental Agreement may, as
    to any particular issuance of Debt Securities, modify, amend or
    supplement the provisions of this Agreement in any respect
    whatsoever. A Supplemental Agreement shall be effective and
    binding as of its publication, whether or not executed by
    Freddie Mac.



 



    TARGET:  The Trans-European Automated Real-Time
    Gross Settlement Express Transfer system.



 



    TARGET Business Day:  A day on which the TARGET
    system is operating.



 



    Targeted Registered Debt Securities:  Debt
    Securities “targeted to foreign markets” under
    Treasury Department regulations and offered or sold solely to
    persons outside the United States or its territories or
    possessions.



 



    Treaty:  The treaty establishing the EC, as
    amended by the treaty on European Union.



 



    Treasury Auction:  The most recent auction of
    Treasury Bills prior to a given Reset Date.



 



    Treasury Bills:  Direct obligations of the
    United States.



 



    Treasury Department:  United States Department
    of the Treasury.



 



    Treasury Rate:  The rate determined by the
    Calculation Agent in accordance with Section 2.07(i)(L).



 



    Treasury Rate Determination Date:  The day of
    the week in which the Reset Date falls on which Treasury Bills
    would normally be auctioned or, if no auction is held for a
    particular week, the first Business Day of that week. Treasury
    Bills are normally sold at auction on Monday of each week,
    unless that day is a legal holiday, in which case the auction is
    normally held on the following Tuesday, except that the auction
    may be held on the preceding Friday; provided, however, that if
    an auction is held on the Friday of the week preceding the Reset
    Date, the




    

    9








 






    Treasury Rate Determination Date will be that preceding Friday;
    and provided, further, that if the Treasury Rate Determination
    Date would otherwise fall on the Reset Date, that Reset Date
    will be postponed to the next succeeding Business Day.



 



    Variable Principal Repayment Amount:  The
    principal amount determined by reference to one or more Indices
    or otherwise, payable on the applicable Maturity Date or date of
    redemption or repayment of a Debt Security, as specified in the
    applicable Supplemental Agreement.



 



    Variable Rate Debt Securities:  Debt Securities
    that bear interest at a variable rate, and reset periodically,
    determined by reference to one or more Indices or otherwise.



 



    Yen:  Japanese yen.



 



    Zero Coupon Debt Securities:  Debt Securities
    that do not bear interest and are issued at a discount to their
    principal amount.



 




    ARTICLE II



 




    Authorization;
    Certain Terms



 



    Section 2.01. Authorization.



 



    Debt Securities shall be issued by Freddie Mac in accordance
    with the authority vested in Freddie Mac by Section 306(a)
    of the Freddie Mac Act. The indebtedness represented by the Debt
    Securities shall be unsecured general obligations of Freddie
    Mac, or, if so provided in the applicable Supplemental
    Agreement, secured obligations of Freddie Mac. Debt Securities
    shall be offered from time to time by Freddie Mac in an
    unlimited amount and shall be known by the designation given
    them, and have the Maturity Dates stated, in the applicable
    Supplemental Agreement. Freddie Mac, in its discretion and at
    any time, may offer Additional Debt Securities having the same
    terms and conditions as Debt Securities previously offered. The
    Debt Securities may be issued as Reference Securities, which
    includes Callable Reference Notes, Reference Notes and Reference
    Bonds, or may be issued as any other Debt Securities,
    denominated in U.S. dollars or other currencies, with
    maturities of one day or longer and may be in the form of Notes
    or Bonds or otherwise. Issuances may consist of new issues of
    Debt Securities or reopenings of an existing issue of Debt
    Securities.



 



    Section 2.02. Other Debt Securities Issued Hereunder.



 



    Freddie Mac may from time to time create and issue Debt
    Securities hereunder which contain terms and conditions not
    specified in this Agreement. Such Debt Securities shall be
    governed by the applicable Supplemental Agreement and, to the
    extent that the terms of this Agreement are not inconsistent
    with Freddie Mac’s intent in creating and issuing such Debt
    Securities, by the terms of this Agreement. Such Debt Securities
    shall be secured or unsecured obligations of Freddie Mac. If the
    Debt Securities are secured obligations of Freddie Mac, the
    provisions of Article V hereof shall apply to such Debt
    Securities.



 



    Section 2.03. Specified Currencies and Specified Payment
    Currencies.



 



    (a) Each Debt Security shall be denominated and payable in
    such Specified Currency as determined by Freddie Mac. Fed
    Book-Entry Debt Securities will be denominated and payable in
    U.S. dollars only.



 



    (b) Except under the circumstances provided in
    Section 2.03(c)(i) and (ii) and Article VI
    hereof, Freddie Mac shall make payments of any interest on Debt
    Securities in the Specified




    

    10








 






    Interest Currency and shall make payments of the principal of
    Debt Securities in the Specified Principal Currency. The
    Specified Currency for the payment of interest and principal
    with respect to any Debt Security shall be set forth in the
    applicable Supplemental Agreement.



 



    (c) European Economic and Monetary Union and
    Unavailability



 



    (i) European Economic and Monetary
    Union.  The Treaty contemplated that EMU would
    occur in three stages. On January 1, 1999 the third and
    final stage of the EMU commenced with the irrevocable fixing of
    the exchange rates of the currencies of the initial 11
    participating member states for interbank transfers in a single
    currency, the “euro”. Complete replacement of
    member currencies was completed in 2002. As of the date of this
    Agreement, the participating member states in the EMU are
    Austria, Belgium, Cyprus, Finland, France, Germany, Greece,
    Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal,
    Slovakia, Slovenia and Spain.



 



    (ii) Unavailability. Except as set forth below, if
    the principal of, premium, if any, or interest on, any Debt
    Security is payable in a Specified Currency other than
    U.S. dollars and such Specified Currency is not available
    to Freddie Mac for making required payments due to the
    imposition of exchange controls, its replacement or disuse or
    other circumstances beyond the control of Freddie Mac, then
    Freddie Mac shall be entitled to satisfy its obligations to
    Holders of the Debt Securities by making such payments in
    U.S. dollars on the basis of the noon U.S. dollar
    buying rate in New York City for cable transfers for such
    Specified Currency published by the FRBNY on the date of such
    payment, or, if such currency exchange rate is not available on
    such date, as of the most recent prior practicable date.
    Notwithstanding the provisions of the preceding sentence, if
    euros have replaced such Specified Currency as described under
    Section 2.03(c)(i) above, Freddie Mac may, at its option
    (or shall, if so required by applicable law) without the consent
    of the Holders of such Debt Securities effect the payment of
    principal of, premium, if any, or interest on, any Debt Security
    denominated in such Specified Currency in euros in lieu of such
    Specified Currency, in conformity with legally applicable
    measures taken pursuant to, or by virtue of the Treaty or other
    applicable legal or regulatory requirements.



 



    Section 2.04. Minimum Denominations.



 



    The Debt Securities shall be issued and maintained in the
    minimum denominations of U.S. $1,000 and additional
    increments of U.S. $1,000 for U.S. dollar denominated
    Debt Securities, unless otherwise provided in the applicable
    Supplemental Agreement and as may be allowed or required from
    time to time by the relevant regulatory authority or any laws or
    regulations applicable to the relevant Specified Currency. In
    the case of Zero Coupon Debt Securities, denominations will be
    expressed in terms of the principal amount payable on the
    Maturity Date.



 



    Section 2.05. Maturity.



 



    (a) Each Debt Security shall mature on its Maturity Date,
    as provided in the applicable Supplemental Agreement, unless
    redeemed at the option of Freddie Mac or repaid at the option of
    the Holder prior thereto in accordance with the provisions
    described under Section 2.06. Debt Securities may be issued
    with minimum or maximum maturities or variable maturities
    allowed or required from time to time by the relevant regulatory
    or stock exchange authority or clearing systems or any laws or
    regulations applicable to the Specified Currency.




    

    11








 






    (b) The principal amount payable on the Maturity Date of a
    Debt Security shall be a Fixed Principal Repayment Amount or a
    Variable Principal Repayment Amount, in each case as provided in
    the applicable Supplemental Agreement.



 



    Section 2.06. Optional Redemption and Optional
    Repayment.



 



    (a) The Supplemental Agreement for any particular issue of
    Debt Securities shall provide whether such Debt Securities may
    be redeemed at Freddie Mac’s option or repayable at the
    Holder’s option, in whole or in part, prior to their
    Maturity Date. If so provided in the applicable Supplemental
    Agreement, an issue of Debt Securities shall be subject to
    redemption at the option of Freddie Mac, or repayable at the
    option of the Holders, in whole or in part, on one or more
    specified dates, at any time on or after a specified date, or
    during one or more specified periods of time. The redemption or
    repayment price for such Debt Securities (or such part of such
    Debt Securities as is redeemed or repaid) shall be an amount
    provided in, or determined in a manner provided in, the
    applicable Supplemental Agreement, together with accrued and
    unpaid interest to the date fixed for redemption or repayment.



 



    (b) Unless otherwise provided in the applicable
    Supplemental Agreement, notice of optional redemption shall be
    given to Holders of the related Debt Securities not less than 5
    Business Days nor more than 60 calendar days prior to the date
    of redemption in the manner provided in Section 8.07.



 



    (c) In the case of a partial redemption of an issue of Fed
    Book-Entry Debt Securities by Freddie Mac, such Fed Book-Entry
    Debt Securities shall be redeemed pro rata. In the case of a
    partial redemption of an issue of Registered Debt Securities by
    Freddie Mac, one or more of such Registered Debt Securities
    shall be reduced by the Global Agent in the amount of such
    redemption, subject to the principal amount of such Registered
    Debt Securities after redemption remaining in an authorized
    denomination. The effect of any partial redemption of an issue
    of Registered Debt Securities on the Beneficial Owners of such
    Registered Debt Securities will depend on the procedures of the
    applicable clearing system and, if such Beneficial Owner is not
    a participant therein, on the procedures of the participant
    through which such Beneficial Owner owns its interest.



 



    (d) If so provided in the applicable Supplemental
    Agreement, certain Debt Securities shall be repayable, in whole
    or in part, by Freddie Mac at the option of the relevant Holders
    thereof, on one or more specified dates, at any time on or after
    a specified date, or during one or more specified periods of
    time, upon terms and procedures provided in the applicable
    Supplemental Agreement. Unless otherwise provided in the
    applicable Supplemental Agreement, in the case of a Registered
    Debt Security, to exercise such option, the Holder shall deposit
    with the Global Agent (i) such Registered Debt Security;
    and (ii) a duly completed notice of optional repayment in
    the form obtainable from the Global Agent, in each case not more
    than the number of days nor less than the number of days
    specified in the applicable Supplemental Agreement prior to the
    date fixed for repayment. Unless otherwise specified in the
    applicable Supplemental Agreement, no such Registered Debt
    Security (or notice of repayment) so deposited may be withdrawn
    without the prior consent of Freddie Mac or the Global Agent.
    Unless otherwise provided in the applicable Supplemental
    Agreement, in the case of a Fed Book-Entry Debt Security, if the
    Beneficial Owner wishes to exercise such option, then the
    Beneficial Owner shall give notice thereof to Freddie Mac
    through the relevant Holding Institution as provided in the
    applicable Supplemental Agreement.




    

    12








 






    (e) The principal amount payable upon redemption or
    repayment of a Debt Security shall be a Fixed Principal
    Repayment Amount or a Variable Principal Repayment Amount, in
    each case as provided in the applicable Supplemental Agreement.



 



    Section 2.07. Payment Terms of the Debt Securities.



 



    (a) Debt Securities shall bear interest at one or more
    fixed rates or variable rates or may not bear interest. If so
    provided in the applicable Supplemental Agreement, Debt
    Securities may be separated by a Holder into one or more
    Interest Components and Principal Components. The Offering
    Circular or the applicable Supplemental Agreement for such Debt
    Securities shall specify the procedure for stripping such Debt
    Securities into such Interest and Principal Components.



 



    (b) The applicable Supplemental Agreement shall specify the
    frequency with which interest, if any, is payable on the related
    Debt Securities. Interest on Debt Securities shall be payable in
    arrears on the Interest Payment Dates specified in the
    applicable Supplemental Agreement and on each Principal Payment
    Date.



 



    (c) Each issue of interest-bearing Debt Securities shall
    bear interest during each Interest Payment Period. No interest
    on the principal of any Debt Security will accrue on or after
    the Principal Payment Date on which such principal is repaid.



 



    (d) The determination by the Calculation Agent of the
    interest rate on, or any Index in relation to, a Variable Rate
    Debt Security and the determination of any payment on any Debt
    Security (or any interim calculation in the determination of any
    such interest rate, index or payment) shall, absent manifest
    error, be final and binding on all parties. If a principal or
    interest payment error occurs, Freddie Mac may correct it by
    adjusting payments to be made on later Interest Payment Dates or
    Principal Payment Dates (as appropriate) or in any other manner
    Freddie Mac considers appropriate. If the source of an Index
    changes in format, but the Calculation Agent determines that the
    Index source continues to disclose the information necessary to
    determine the related interest rate substantially as required,
    the Calculation Agent will amend the procedure for obtaining
    information from that source to reflect the changed format. All
    Index values used to determine principal or interest payments
    are subject to correction within 30 days from the
    applicable payment. The source of a corrected value must be the
    same source from which the original value was obtained. A
    correction might result in an adjustment on a later date to the
    amount paid to the Holder.



 



    (e) Payments on Debt Securities shall be rounded, in the
    case of U.S. dollars, to the nearest cent or, in the case
    of a Specified Payment Currency other than U.S. dollars, to
    the nearest smallest transferable unit (with one-half cent or
    unit being rounded upwards).



 



    (f) In the event that any jurisdiction imposes any
    withholding or other tax on any payment made by Freddie Mac (or
    our agent or any other person potentially required to withhold)
    with respect to a Debt Security, Freddie Mac (or our agent or
    such other person) will deduct the amount required to be
    withheld from such payment, and Freddie Mac (or our agent or
    such other person) will not be required to pay additional
    interest or other amounts, or redeem or repay the Debt
    Securities prior to maturity, as a result.



 



    (g) Fixed Rate Debt Securities



 



    Fixed Rate Debt Securities shall bear interest at a single fixed
    interest rate. The applicable Supplemental Agreement shall
    specify the fixed interest rate per annum on a Fixed




    

    13








 






    Rate Debt Security. Unless otherwise specified in the applicable
    Supplemental Agreement, interest on a Fixed Rate Debt Security
    shall be computed on the basis of a
    360-day year
    consisting of twelve
    30-day
    months.



 



    (h) Step Debt Securities



 



    Step Debt Securities shall bear interest from their Issue Date
    to a specified date at their initial fixed interest rate and
    from that date to their Maturity Date at one or more different
    fixed interest rates that shall be prescribed as of the Issue
    Date. A Step Debt Security will have one or more step periods.
    The applicable Supplemental Agreement shall specify the fixed
    interest rate per annum payable on Step Debt Securities for each
    related period from issuance to maturity. Unless otherwise
    specified in the applicable Supplemental Agreement, interest on
    a Step Debt Security shall be computed on the basis of a
    360-day year
    consisting of twelve
    30-day
    months.



 



    (i) Variable Rate Debt Securities



 



    (A) Variable Rate Debt Securities shall bear interest at a
    variable rate determined on the basis of a direct or an inverse
    relationship to one or more specified Indices or otherwise,
    (x) plus or minus a Spread, if any, or (y) multiplied
    by one or more Leverage or Deleverage Factors, if any, as
    specified in the applicable Supplemental Agreement. Variable
    Rate Debt Securities also may bear interest in any other manner
    described in the applicable Supplemental Agreement.



 



    (B) Variable Rate Debt Securities may have a Cap
    and/or a
    Floor.



 



    (C) The applicable Supplemental Agreement shall specify the
    accrual method (i.e., the day count convention) for calculating
    interest or any relevant accrual factor on the related Variable
    Rate Debt Securities. The accrual method may incorporate one or
    more of the following defined terms:



 



    “Actual/360” shall mean that interest or any
    other relevant accrual factor shall be calculated on the basis
    of the actual number of days elapsed in a year of 360 days.



 



    “Actual/365 (fixed)” shall mean that interest
    or any other relevant accrual factor shall be calculated on the
    basis of the actual number of days elapsed in a year of
    365 days, regardless of whether accrual or payment occurs
    during a calendar leap year.



 



    “Actual/Actual” shall mean, unless otherwise
    indicated in the applicable Supplemental Agreement, that
    interest or any other relevant accrual factor shall be
    calculated on the basis of (x) the actual number of days
    elapsed in the Interest Payment Period divided by 365, or
    (y) if any portion of the Interest Payment Period falls in
    a calendar leap year, (A) the actual number of days in that
    portion divided by 366 plus (B) the actual number of days
    in the remaining portion divided by 365. If so indicated in the
    applicable Supplemental Agreement, “Actual/Actual”
    shall mean interest or any other relevant accrual factor shall
    be calculated in accordance with the definition of
    “Actual/Actual” adopted by the International
    Securities Market Association (“Actual/Actual
    (ISMA)”), which means a calculation on the basis of the
    following:



 



    (1) where the number of days in the relevant Interest
    Payment Period is equal to or shorter than the Determination
    Period during which such Interest Payment Period ends, the
    number of days in such Interest Payment Period divided by the




    

    14








 






    product of (A) the number of days in such Determination
    Period and (B) the number of Interest Payment Dates that
    would occur in one calendar year; or



 



    (2) where the Interest Payment Period is longer than the
    Determination Period during which the Interest Payment Period
    ends, the sum of (A) the number of days in such Interest
    Payment Period falling in the Determination Period in which the
    Interest Payment Period begins divided by the product of
    (X) the number of days in such Determination Period and
    (Y) the number of Interest Payment Dates that would occur
    in one calendar year; and (B) the number of days in such
    Interest Payment Period falling in the next Determination Period
    divided by the product of (X) the number of days in such
    Determination Period and (Y) the number of Interest Payment
    Dates that would occur in one calendar year.



 



    (D) The applicable Supplemental Agreement shall specify the
    frequency with which the rate of interest on the related
    Variable Rate Debt Securities shall reset. The applicable
    Supplemental Agreement also shall specify the Reset Date. If the
    interest rate will reset within an Interest Payment Period, then
    the interest rate in effect on the sixth Business Day preceding
    an Interest Payment Date will be the interest rate for the
    remainder of that Interest Payment Period and the first day of
    each Interest Payment Period also will be a Reset Date. Variable
    Rate Debt Securities may bear interest prior to the initial
    Reset Date at an initial interest rate, if any, specified in the
    applicable Supplemental Agreement. If so, then the first day of
    the first Interest Payment Period will not be a Reset Date. The
    rate of interest applicable to each Interest Reset Period shall
    be determined as provided below or in the applicable
    Supplemental Agreement.



 



    Except for a Variable Rate Debt Security as to which the rate of
    interest thereon is determined by reference to LIBOR, EUR-LIBOR,
    EURIBOR, Prime Rate, Treasury Rate, CMT Rate, CMS Rate, Federal
    Funds Rate (Daily), or Federal Funds Rate (Weekly Average) or as
    otherwise set forth in the applicable Supplemental Agreement,
    the Determination Date for a Variable Rate Debt Security means
    the second Business Day preceding the Reset Date applicable to
    an Interest Reset Period.



 



    (E) If the rate of interest on a Variable Rate Debt
    Security is subject to adjustment within an Interest Payment
    Period, accrued interest shall be calculated by multiplying the
    principal amount of such Variable Rate Debt Security by an
    accrued interest factor. Unless otherwise specified in the
    applicable Supplemental Agreement, this accrued interest factor
    shall be computed by adding the interest factor calculated for
    each Interest Reset Period in such Interest Payment Period and
    rounding the sum to nine decimal places. The interest factor for
    each such Interest Reset Period shall be computed by
    (1) multiplying the number of days in the Interest Reset
    Period by the interest rate (expressed as a decimal) applicable
    to such Interest Reset Period; and (2) dividing the product
    by the number of days in the year referred to in the accrual
    method specified in the applicable Supplemental Agreement.



 



    (F) If and so long as an issue of Variable Rate Debt
    Securities is admitted for trading on the Euro MTF Market and
    listed on the Official List of the Luxembourg Stock Exchange and
    such stock exchange so requires, the Calculation Agent shall
    cause the interest rate for the applicable Interest Reset Period
    and the amount of interest on the minimum denomination in
    respect of such issue that would accrue through the last day of




    

    15








 






    such Interest Reset Period, as well as the last day of such
    Interest Reset Period, to be provided to such stock exchange as
    soon as practicable, but in no event later than the applicable
    Reset Date.



 



    (G) For each issue of Variable Rate Debt Securities, the
    Calculation Agent shall also cause the interest rate for the
    applicable Interest Reset Period and the amount of interest
    accrued on the minimum denomination specified for such issue to
    be made available to Holders as soon as practicable after its
    determination but in no event later than two Business Days
    thereafter. Such interest amounts so made available may
    subsequently be amended (or appropriate alternative arrangements
    made by way of adjustment) without notice in the event of an
    extension or shortening of the Interest Reset Period.



 



    (H) If the applicable Supplemental Agreement specifies
    LIBOR as the applicable Index for determining the rate of
    interest for the related Variable Rate Debt Security, the
    following provisions shall apply (unless otherwise specified in
    the applicable Supplemental Agreement):



 



    “LIBOR” shall mean, with respect to any Reset
    Date (in the following order of priority):



 



    (1) the rate (expressed as a percentage per annum) for
    Deposits in the Index Currency having the Index Maturity that
    appears on the Designated Reuters Page at 11:00 a.m.
    (London time) on such LIBOR Determination Date;



 



    (2) if such rate does not so appear pursuant to
    clause (1) above, the Calculation Agent shall request the
    principal London offices of four leading banks in the London
    interbank market selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent) to provide such banks’ offered
    quotations (expressed as a percentage per annum) to prime banks
    in the London interbank market for Deposits in the Index
    Currency having the Index Maturity at 11:00 a.m. (London
    time) on such LIBOR Determination Date and in a Representative
    Amount. If at least two quotations are provided, LIBOR shall be
    the arithmetic mean (if necessary rounded upwards) of such
    quotations;



 



    (3) if fewer than two such quotations are provided as
    requested in clause (2) above, the Calculation Agent shall
    request four major banks in the applicable Principal Financial
    Center selected by the Calculation Agent (after consultation
    with Freddie Mac, if Freddie Mac is not then acting as
    Calculation Agent) to provide such banks’ offered
    quotations (expressed as a percentage per annum) to leading
    European banks for a loan in the Index Currency for a period of
    time corresponding to the Index Maturity, commencing on such
    Reset Date, at approximately 11:00 a.m. in the Principal
    Financial Center on such LIBOR Determination Date and in a
    Representative Amount. If at least two such quotations are
    provided, LIBOR shall be the arithmetic mean (if necessary
    rounded upwards) of such quotations; and



 



    (4) if fewer than two such quotations are provided as
    requested in clause (3) above, LIBOR shall be LIBOR
    determined with respect to the Reset Date immediately preceding
    such Reset Date or, in the case of the first Reset Date,




    

    16








 






    shall be the rate for Deposits in the Index Currency having the
    Index Maturity at 11:00 a.m. (London time) on the most
    recent London Banking Day preceding the related LIBOR
    Determination Date for which such rate shall have been displayed
    on the Designated Reuters Page with respect to Deposits
    commencing on the second London Banking Day following such date
    (or, if the Index Currency is Sterling, commencing on such date).



 



    (I) If the applicable Supplemental Agreement specifies
    EUR-LIBOR as the applicable Index for determining the rate of
    interest for the related Variable Rate Debt Security, the
    following provisions shall apply (unless otherwise specified in
    the applicable Supplemental Agreement):



 



    “EUR-LIBOR” shall mean, with respect to any
    Reset Date (in the following order of priority):



 



    (1) the rate (expressed as a percentage per annum) for
    Deposits in euros having the Index Maturity that appears on the
    Designated EUR-LIBOR Reuters Page at 11:00 a.m. (London
    time) on the related EUR-LIBOR Determination Date;



 



    (2) if such rate does not so appear pursuant to
    clause (1) above, the Calculation Agent shall request the
    principal London offices of four leading banks in the London
    interbank market selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent) to provide such banks’ offered
    quotations (expressed as a percentage per annum) to prime banks
    in the London interbank market for Deposits in euros having the
    Index Maturity at 11:00 a.m. (London time) on such
    EUR-LIBOR Determination Date and in a Euro Representative
    Amount. If at least two quotations are provided, EUR-LIBOR shall
    be the arithmetic mean (if necessary rounded upwards) of such
    quotations;



 



    (3) if fewer than two such quotations are provided as
    requested in clause (2) above, the Calculation Agent shall
    request four major banks in London selected by the Calculation
    Agent (after consultation with Freddie Mac, if Freddie Mac is
    not then acting as Calculation Agent) to provide such
    banks’ offered quotations (expressed as a percentage per
    annum) to leading European banks for a loan in euros for a
    period of time corresponding to the Index Maturity, commencing
    on such Reset Date, at approximately 11:00 a.m. (London
    time) on such EUR-LIBOR Determination Date and in a Euro
    Representative Amount. If at least two such quotations are
    provided, EUR-LIBOR shall be the arithmetic mean (if necessary
    rounded upwards) of such quotations; and



 



    (4) if fewer than two such quotations are provided as
    requested in clause (3) above, EUR-LIBOR shall be EUR-LIBOR
    determined with respect to the Reset Date immediately preceding
    such Reset Date. If the applicable Reset Date is the first Reset
    Date, then the rate of interest payable for the new Interest
    Rate Period will be the initial interest rate.



 



    (J) If the applicable Supplemental Agreement specifies
    EURIBOR as the applicable Index for determining the rate of
    interest for the related Variable Rate Debt Security, the




    

    17








 






    following provisions shall apply (unless otherwise specified in
    the applicable Supplemental Statement):



 



    “EURIBOR” shall mean, with respect to a Reset
    Date (in the following order of priority):



 



    (1) the rate (expressed as a percentage per annum) for
    Deposits in euros having the Index Maturity that appears on the
    Designated EURIBOR Reuters Page at 11:00 a.m., Brussels
    time, on the relevant EURIBOR Determination Date;



 



    (2) if such rate does not so appear pursuant to
    clause (1) above, then the Calculation Agent will request
    the principal offices of four major banks in the Euro-Zone
    selected by the Calculation Agent (after consultation with
    Freddie Mac, if Freddie Mac is not then acting as Calculation
    Agent) to provide such banks’ offered quotations (expressed
    as a percentage per annum) to prime banks in the Euro-Zone
    interbank market for Deposits in euros having the Index Maturity
    at 11:00 a.m. Brussels time on such EURIBOR
    Determination Date and in a Euro Representative Amount. If at
    least two quotations are provided, EURIBOR for that date will be
    the arithmetic mean (if necessary, rounded upwards) of the
    quotations; and



 



    (3) if fewer than two such quotations are provided as
    requested in clause (2) above, EURIBOR for that date will
    be the arithmetic mean (if necessary, rounded upwards) of the
    rates quoted by major banks in the Euro-Zone, selected by the
    Calculation Agent (after consultation with Freddie Mac, if
    Freddie Mac is not then acting as Calculation Agent), at
    approximately 11:00 a.m., Brussels time, on the EURIBOR
    Determination Date for loans in euros to leading European banks
    for a period of time corresponding to the Index Maturity and in
    a Euro Representative Amount. If at least two quotations are
    provided, EURIBOR for that date will be the arithmetic mean (if
    necessary, rounded upwards) of the quotations; and



 



    (4) if fewer than two quotations are provided as requested
    in clause (3) above, EURIBOR will be EURIBOR as determined
    for the immediately preceding Reset Date or, in the case of the
    first Reset Date, the interest rate payable for the new Interest
    Reset Period will be the initial interest rate.



 



    (K) If the applicable Supplemental Agreement specifies the
    Prime Rate as the applicable Index for determining the rate of
    interest for the related Variable Rate Debt Securities, the
    following provisions shall apply:



 



    The “Prime Rate” means, with respect to any
    Reset Date (in the following order of priority):



 



    (1) the rate for the Prime Rate Determination Date, as
    published in H.15(519) Daily Update opposite the caption
    “Bank prime loan”;



 



    (2) if the rate is not published by 5:00 p.m., New
    York City time, on the Reset Date pursuant to clause (1), the
    rate for the Prime Rate Determination Date as published in
    H.15(519) opposite the caption “Bank prime loan”;




    

    18








 






    (3) if the rate is not published in either H.15(519) or the
    H.15 Daily Update by 5:00 p.m., New York City time, on the
    Reset Date, then the Prime Rate will be the arithmetic mean,
    determined by the Calculation Agent, of the rates (after
    eliminating certain rates, as described below in this clause
    (3)) that appear, at 11:00 a.m., New York City time, on the
    Prime Rate Determination Date, on Reuters USPRIME1 Page as the
    U.S. dollar prime rate or base lending rate of each bank
    appearing on that page; provided, that at least three rates
    appear. In determining the arithmetic mean:



 



    (i) if 20 or more rates appear, the highest five rates (or
    in the event of equality, five of the highest) and the lowest
    five rates (or in the event of equality, five of the lowest)
    will be eliminated,



 



    (ii) if fewer than 20 but 10 or more rates appear, the
    highest two rates (or in the event of equality, two of the
    highest) and the lowest two rates (or in the event of equality,
    two of the lowest) will be eliminated, or



 



    (iii) if fewer than 10 but five or more rates appear, the
    highest rate (or in the event of equality, one of the highest)
    and the lowest rate (or in the event of equality, one of the
    lowest) will be eliminated;



 



    (4) if fewer than three rates so appear on Reuters USPRIME1
    Page pursuant to clause (3) above, then the Calculation
    Agent will request five major banks in the City of New York
    selected by the Calculation Agent (after consultation with
    Freddie Mac, if Freddie Mac is not then acting as Calculation
    Agent) to provide a quotation of such banks’
    U.S. dollar prime rates or base lending rates on the basis
    of the actual number of days in the year divided by 360 as of
    the close of business on the Prime Rate Determination Date. If
    at least three quotations are provided, then the Prime Rate will
    be the arithmetic mean determined by the Calculation Agent of
    the quotations obtained (and, if five quotations are provided,
    eliminating the highest quotation (or in the event of equality,
    one of the highest) and the lowest quotation (or in the event of
    equality, one of the lowest));



 



    (5) if fewer than three quotations are so provided pursuant
    to clause (4) above, the Calculation Agent will request
    five banks or trust companies organized and doing business under
    the laws of the United States or any state, each having total
    equity capital of at least U.S. $500,000,000 and being
    subject to supervision or examination by federal or state
    authority, selected by the Calculation Agent (after consultation
    with Freddie Mac, if Freddie Mac is not then acting as
    Calculation Agent), to provide a quotation of such banks’
    or trust companies’ U.S. dollar prime rates or base
    lending rates on the basis of the actual number of days in the
    year divided by 360 as of the close of business on the Prime
    Rate Determination Date. In making such selection of five banks
    or trust companies, the Calculation Agent will include each
    bank, if any, that provided a quotation as requested in
    clause (4) above and exclude each bank that failed to
    provide a quotation as requested in clause (4). If at least
    three quotations are provided, then the Prime Rate will be the
    arithmetic mean determined by the Calculation Agent of the
    quotations obtained; and




    

    19








 






    (6) if fewer than three quotations are so provided pursuant
    to clause (5) above, then the Prime Rate will be the Prime
    Rate determined for the immediately preceding Reset Date. If the
    applicable Reset Date is the first Reset Date, then the Prime
    Rate will be the rate calculated pursuant to clause (1) or
    (2) for the most recent New York Banking Day preceding the
    Reset Date for which such rate was published in H.15(519) or
    H.15 Daily Update.



 



    (L) If the applicable Supplemental Agreement specifies the
    Treasury Rate as the applicable Index for determining the rate
    of interest for the related Variable Rate, the following
    provisions shall apply:



 



    The “Treasury Rate” means, with respect to any
    Reset Date (in the following order of priority):



 



    (1) the rate for the Treasury Determination Date of
    Treasury Bills having the Index Maturity, as published in H.15
    Daily Update under the caption “U.S. government
    securities/Treasury bills/(secondary market)”;



 



    (2) if the rate described in clause (1) above does not
    appear in H.15 Daily Update by 5:00 p.m., New York City
    time, on the Reset Date, then the rate for the Treasury Rate
    Determination Date of Treasury Bills having the Index Maturity,
    as published in the H.15 (519), or other recognized electronic
    source used for the purpose of displaying that rate under the
    caption “U.S. government securities/Treasury
    bills(secondary market)”;



 



    (3) if the rate described in clause (2) above is not
    so published by 3.00 p.m., New York City time, on the Reset
    Date, then the rate from Treasury Auction of Treasury Bills
    having the Index Maturity, as that rate appears under the
    caption “INVEST RATE” on the display on Reuters
    USAUCTION10 Page or Reuters USAUCTION11 Page;



 



    (4) if the rate described in clause (3) above is not
    published by 5:00 p.m., New York City time, on the Reset
    Date, then the auction average rate for Treasury Bills having
    the Index Maturity obtained from the applicable Treasury Auction
    as announced by the Treasury Department in the form of a press
    release under the heading “Investment Rate” by
    5:00 p.m. on such Reset Date;



 



    (5) if the rate describe in clause (4) above is not so
    announced by the Treasury Department by 5:00 p.m., New York
    City time, on the Reset Date, then auction average rate obtained
    from the Treasury Auction of the applicable Treasury Bills, as
    otherwise announced by the Treasury Department by
    5:00 p.m., New York City time, on the Reset Date as
    determined by the Calculation Agent;



 



    (6) if such rate described in clause (5) is not so
    announced by the Treasury Department by 5:00 p.m., New York
    City time, on the Reset Date, the Calculation Agent will request
    five leading primary United States government securities dealers
    in the City of New York selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent) to provide a quotation of such
    dealers’ secondary market bid yields, as of 3:00 p.m.
    on the Reset Date, for Treasury Bills with a remaining maturity
    closest to the Index Maturity (or, in the event that the
    remaining maturities are equally




    

    20








 






    close, the longer remaining maturity). If at least three
    quotations are provided, then the Treasury Rate will be the
    arithmetic mean determined by the Calculation Agent of the
    quotations obtained; and



 



    (7) if fewer than three quotations are so provided pursuant
    to clause (6) above, then the Treasury Rate for the
    immediately preceding Reset Date. If the applicable Reset Date
    is the first Reset Date, then the auction average rate for
    Treasury Bills having the Index Maturity from the most recent
    auction of Treasury Bills prior to the Reset Date for which such
    rate was announced by the Treasury Department in the form of a
    press release under the heading “Investment Rate.”



 



    The rate (including the auction average rate) for Treasury Bills
    and the secondary market bid yield for Treasury Bills will be
    obtained and expressed as a bond equivalent on the basis of a
    year of 365 or 366 days, as applicable (or, if not so
    expressed, will be converted by the Calculation Agent to such a
    bond equivalent yield).



 



    (M) If the applicable Supplemental Agreement specifies the
    CMT Rate as the applicable Index for determining the rate of
    interest for the related Variable Rate, the following provisions
    shall apply:



 



    The “CMT Rate” means, with respect to any Reset
    Date (in the following order of priority):



 



    (1) for any CMT Determination Date, the daily rate for the
    Index Maturity that appears on page “FRBCMT” on
    Reuters (or any other page that replaces the FRBCMT page on that
    service or any successor service) under the heading
    “...Treasury Constant Maturities. Federal Reserve Board
    Release H.15...Mondays Approximately 3:45 p.m.”;



 



    (2) if the applicable rate described in clause (1) is
    not displayed on Reuters page FRBCMT at 3:45 p.m., New
    York City time, on the CMT Determination Date, then the CMT Rate
    will be the Treasury constant maturity rate for the Index
    Maturity applicable for the CMT Determination Date as published
    in H.15 (519);



 



    (3) if the CMT Rate is not determined pursuant to
    clause (1) and the applicable rate described in
    clause (2) does not appear in H.15 (519) at
    3:45 p.m., New York City time, on the CMT Determination
    Date, then the CMT Rate will be the Treasury constant maturity
    rate, or other U.S. Treasury rate, applicable to an Index
    Maturity with reference to the CMT Determination Date, that:



 


			
	 	    • 
	
    is published by the Federal Reserve or the Treasury
    Department; and

	 
	 	    • 
	
    Freddie Mac has determined to be comparable to the applicable
    rate formerly displayed on Reuters page 7051 and published
    in H.15 (519);




 



    (4) if the CMT Rate is not determined pursuant to
    clause (1) or (2) and the rate described in
    clause (3) above does not appear at 3:45 p.m., New
    York City time, on the CMT Determination Date, then the CMT Rate
    will be the yield to




    

    21








 






    maturity of the arithmetic mean of the secondary market offered
    rates for U.S. Treasury securities with an original
    maturity of approximately the Index Maturity and a remaining
    term to maturity of no more than one year shorter than the Index
    Maturity, and in a Representative Amount, as of approximately
    3:45 p.m., New York City time, on the CMT Determination
    Date, as quoted by three primary U.S. government securities
    dealers in New York City that Freddie Mac selects. In selecting
    these offered rates, Freddie Mac will request quotations from
    five primary dealers and will disregard the highest quotation
    or, if there is equality, one of the highest and the lowest
    quotation or, if there is equality, one of the lowest. If two
    U.S. Treasury securities with an original maturity longer
    than the Index Maturity have remaining terms to maturity that
    are equally close to the Index Maturity, Freddie Mac will obtain
    quotations for the U.S. Treasury security with the shorter
    remaining term to maturity;



 



    (5) if the CMT Rate is not determined pursuant to clause
    (1), (2) or (3) and fewer than five but more than two
    primary dealers are quoting offered rates as described in clause
    (4), then the CMT Rate for the CMT Determination Date will be
    based on the arithmetic mean of the offered rates so obtained,
    and neither the highest nor the lowest of those quotations will
    be disregarded.



 



    (6) if the CMT Rate is not determined pursuant to clause
    (1), (2), (3) or (4) and two or fewer primary dealers
    are quoting offered rates as described in clause (5), then the
    CMT Rate will be the yield to maturity of the arithmetic mean of
    the secondary market offered rates for U.S. Treasury
    securities having an original maturity longer than the Index
    Maturity and a remaining term to maturity closest to the Index
    Maturity, and in a Representative Amount, as of approximately
    3:45 p.m., New York City time, on the CMT Determination
    Date, as quoted by three primary U.S. government securities
    dealers in New York City that Freddie Mac selects. In selecting
    these offered rates, Freddie Mac will request quotations from
    five primary dealers and will disregard the highest quotation,
    or, if there is equality, one of the highest and the lowest
    quotation or, if there is equality, one of the lowest;



 



    (7) if the CMT Rate is not determined pursuant to
    clauses (1) through (6) above and fewer than five but
    more than two primary dealers are quoting offered rates as
    described in clause (6), then the CMT Rate for the CMT
    Determination date will be based on the arithmetic mean of the
    offered rates so obtained, and neither the highest nor the
    lowest of those quotations will be disregarded; and



 



    (8) if the Calculation Agent obtains fewer than three
    quotations of the kind described in clause (6), the CMT Rate in
    effect for the new Interest Reset Period will be the CMT Rate in
    effect for the prior Interest Rate Period, or if the applicable
    Reset Date is the first Reset Date, the rate of interest payable
    for the new Interest Reset Period will be the initial interest
    rate.




    

    22








 






    (N) If the applicable Supplemental Agreement specifies the
    CMS Rate as the applicable Index for determining the rate of
    interest for the related Variable Rate, the following provisions
    shall apply:



 



    The “CMS Rate” means, with respect to any Reset
    Date:



 



    (1) the most recent rate for U.S. dollar swap
    transactions for the applicable Index Currency and applicable
    Index Maturity, as specified in the applicable Supplemental
    Agreement for the Debt Securities, expressed as a percentage,
    which appears on the Reuters page “ISDAFIX1” (or such
    other page that may replace that page on that service or a
    successor service) at 11:00 a.m., New York City time, on
    the applicable CMS Determination Date;



 



    (2) if the most recent CMS Rate as described in
    clause (1) above was first available prior to ten calendar
    days before the applicable CMS Determination Date, then the CMS
    Rate will be determined by the Calculation Agent on the basis of
    the mid-market semi-annual swap rate quotations provided by the
    five leading swaps dealers in the New York City interbank market
    (which may include Dealers and their affiliates), and for this
    purpose, “mid-market semi-annual swap rate” means the
    arithmetic mean of the bid and offered rate quotations for the
    semi-annual fixed leg, calculated on a 30/360 day count
    basis, of a fixed-for-floating United States dollars denominated
    interest rate swap transaction with the applicable Index
    Currency and Index Maturity, as specified in the applicable
    Supplemental Agreement for the Debt Securities, commencing on
    the Reset Date for the relevant Interest Period, and for a
    relevant representative amount in the relevant market at the
    relevant time, with an acknowledged dealer of good credit in the
    swap market, where the floating leg, calculated on an
    Actual/360 day count basis, is equivalent to USD-LIBOR-BBA
    (as defined in the 2006 ISDA Definitions published by the
    International Swaps and Derivatives Association, Inc.) with a
    designated maturity of three months. The Calculation Agent will
    request the principal New York City office of each of the five
    leading swaps dealers selected by the Calculation Agent to
    provide a quotation of its rate. If at least five quotations are
    provided, the rate for that CMS Determination Date will be the
    arithmetic mean of the quotations, eliminating the highest
    quotation (or, in the event of equality, one of the highest) and
    the lowest quotation (or, in the event of equality, one of the
    lowest);



 



    (3) if two, three or four (and not five) of such swaps
    dealers are quoting as described in clause (2) above, then
    the CMS Rate will be based on the arithmetic mean of the bid
    prices obtained and neither the highest nor lowest of such
    quotations will be eliminated; and



 



    (4) if fewer than two rate quotations are provided, then
    the CMS Rate for the Reset Date will be the CMS Rate in effect
    on the preceding Reset Date, or if the applicable Reset Date is
    the first Reset Date, the rate of interest payable for the new
    Interest Reset Period will be the initial interest rate.




    

    23








 






    (O) If the applicable Supplemental Agreement specifies the
    Federal Funds Rate (Daily) as the applicable Index for
    determining the rate of interest for the related Variable Rate,
    the following provisions shall apply:



 



    The “Federal Funds Rate (Daily)” means, with
    respect to any Reset Date:



 



    (1) the rate for the Business Day preceding the Federal
    Funds Rate (Daily) Determination Date for U.S. dollar
    federal funds, as published in the latest H.15Daily Update
    opposite the caption “Federal funds (effective)”;



 



    (2) if the rate specified in clause (1) is not
    published by 5:00 p.m., New York City Time, on the Federal
    Funds Rate (Daily) Determination Date, the Federal Funds Rate
    (Daily) will be the rate for that Fed Funds Rate (Daily)
    Determination Date as published in the H.15 Daily Update, or
    other recognized electronic source used for the purpose of
    displaying the applicable rate, opposite the caption
    “Federal funds (effective)”;



 



    (3) if the rate specified in clause (2) is not
    published by 5:00 p.m., New York City time, on the Federal
    Funds Rate Determination Date, then the Calculation Agent will
    request five leading brokers (which may include the related
    Dealers or their affiliates) of federal funds transactions in
    the City of New York selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent) each to provide a quotation of the
    broker’s effective rate for transactions in overnight
    federal funds arranged by the broker settling on the Business
    Day preceding the Federal Funds Rate (Daily) Determination Date.
    If at least two quotations are provided, then the Federal Funds
    Rate (Daily) will be the arithmetic mean determined by the
    Calculation Agent of the quotations obtained (and, if five
    quotations are provided, eliminating the highest quotation (or,
    in the event of equality, one of the highest) and the lowest
    quotation (or, in the event of equality, one of the lowest));



 



    (4) if fewer than two quotations are so provided pursuant
    to clause (3) above, then the Calculation Agent will
    request five leading brokers (which may include the related
    Dealers or their affiliates) of federal funds transactions in
    the City of New York selected by the Calculation Agent (after
    consultation with Freddie Mac, if Freddie Mac is not then acting
    as Calculation Agent) each to provide a quotation of the
    broker’s rates for the last transaction in overnight
    federal funds arranged by the broker as of 11:00 a.m., New
    York City time, on the Business Day preceding the Federal Funds
    Rate (Daily) Determination Date. If at least two quotations are
    provided, then the Federal Funds Rate (Daily) will be the
    arithmetic mean determined by the Calculation Agent of the
    quotations obtained (and, if five quotations are provided,
    eliminating the highest quotation (or, in the event of equality,
    one of the highest) and the lowest quotation (or, in the event
    of equality, one of the lowest)); and



 



    (5) if fewer than two quotations are so provided pursuant
    to clause (4) above, then the Federal Funds Rate (Daily) as
    of such Federal Funds Rate (Daily) Determination Date will be
    the Federal Funds Rate (Daily) determined for the




    

    24








 






    immediately preceding Reset Date. If the applicable Reset Date
    is the first Reset Date, then the rate of interest payable for
    the new Interest Rate Period will be the initial interest rate.



 



    (P) If the applicable Supplemental Agreement specifies the
    Federal Funds Rate (Weekly Average) as the applicable Index for
    determining the rate of interest for the related Variable Rate,
    the following provisions shall apply:



 



    The “Federal Funds Rate (Weekly Average)”
    means, with respect to any Reset Date:



 



    (1) the most recent rate published in the latest H.15(519)
    available by 5:00 p.m., New York City time, on the Reset
    Date, opposite the caption “Federal funds (effective)”
    and under the caption “Week Ending” for the Friday
    immediately preceding the Reset Date. (As described in the
    footnotes to the H.15(519), the rate shown for the week ending
    on a Friday preceding a Reset Date actually will be the rate for
    the week ending on (and including) the Wednesday preceding the
    Reset Date (the
    “Seven-Day
    Period”));



 



    (2) if a rate is not so published pursuant to
    clause (1) above, then the Federal Funds Rate (Weekly
    Average) will be the arithmetic mean determined by the
    Calculation Agent of the rate, determined in the manner
    described in subclauses (y) and (z) below (as
    applicable), for each day in the
    Seven-Day
    Period (each a “Day Rate”); provided, that the
    Calculation Agent determines a Day Rate for each day in the
    Seven-Day
    Period;



 



    (y) The Day Rate for a Business Day will be the rate that
    is published, by 5:00 p.m., New York City time, on the
    Reset Date, in the H.15 Daily Update or other recognized
    electronic source used for the purpose of displaying the
    applicable rate, opposite the caption “Federal funds
    (effective)” for that Business Day. If a rate for that
    Business Day does not appear on H.15 Daily Update by
    5:00 p.m., New York City time, on the Reset Date, the
    Calculation Agent will request five leading brokers (which may
    include the related Dealers or their affiliates) of federal
    funds transactions in the City of New York selected by the
    Calculation Agent (after consultation with Freddie Mac, if
    Freddie Mac is not then acting as Calculation Agent) each to
    provide a quotation of the broker’s rate for the last
    transaction in overnight federal funds arranged by the broker as
    of 11:00 a.m. on that Business Day. If at least two
    quotations are provided, then the Day Rate will be the
    arithmetic mean determined by the Calculation Agent of the
    quotations obtained (and, if five quotations are provided,
    eliminating the highest quotation (or, in the event of equality,
    one of the highest) and the lowest quotation (or, in the event
    of equality, one of the lowest)); and



 



    (z) The Day Rate for a day other than a Business Day will
    be the rate for the preceding Business Day, whether or not the
    Business Day falls within the relevant
    Seven-Day
    Period, determined in accordance with the provisions of
    subclause (y) above; and




    

    25








 






    (3) if the Day Rate for each day in the
    Seven-Day
    Period is not so determined pursuant to either clause (1)
    or (2) above, then the Federal Funds Rate (Weekly Average)
    as of such Reset Date will be the Federal Funds Rate (Weekly
    Average) determined for the immediately preceding Reset Date. If
    the applicable Reset Date is the first Reset Date, then the rate
    of interest payable for the new Interest Reset Period will be
    the initial interest rate.



 



    (j) Fixed/Variable Rate Debt Securities



 



    Fixed/Variable Rate Debt Securities shall bear interest at a
    single fixed rate for one or more specified periods and at a
    rate determined by reference to one or more Indices, or
    otherwise, for one or more other specified periods.
    Fixed/Variable Rate Debt Securities also may bear interest at a
    rate that Freddie Mac may elect to convert from a fixed rate to
    a variable rate or from a variable rate to a fixed rate, if so
    provided in the applicable Supplemental Agreement.



 



    If Freddie Mac may convert the interest rate on a Fixed/Variable
    Rate Debt Security from a fixed rate to a variable rate, or from
    a variable rate to a fixed rate, accrued interest for each
    Interest Payment Period may be calculated using an accrued
    interest factor in the manner described in
    Section 2.07(i)(E).



 



    (k) Zero Coupon Debt Securities



 



    Zero Coupon Debt Securities shall not bear interest.



 



    (l) Amortizing Debt Securities



 



    Amortizing Debt Securities are those on which Freddie Mac makes
    periodic payments of principal during the terms of such Debt
    Securities as described in the related Supplemental Agreement.



 



    (m) Debt Securities with Variable Principal Repayment
    Amounts



 



    Variable Principal Repayment Amount Debt Securities are those on
    which the amount of principal payable is determined with
    reference to an index specified in the related Supplemental
    Agreement.



 



    (n) Range Accrual Debt Securities



 



    Range Accrual Debt Securities are those on which no interest may
    accrue during periods when the applicable index is outside a
    specified range as described in the related Supplemental
    Agreement.



 



    Section 2.08. Business Day Convention.



 



    Unless otherwise specified in the applicable Supplemental
    Agreement, in any case in which an Interest Payment Date or
    Principal Payment Date is not a Business Day, payment of any
    interest on or the principal of the Debt Securities shall not be
    made on such date but shall be made on the next Business Day
    with the same force and effect as if made on such Interest
    Payment Date or Principal Payment Date, as the case may be.
    Unless otherwise provided in the applicable Supplemental
    Agreement, no interest on such payment shall accrue for the
    period




    

    26








 






    from and after such Interest Payment Date or Principal Payment
    Date, as the case may be, to the actual date of such payment.



 



    Section 2.09. Targeted Registered Issues.



 



    Any Debt Securities that are Targeted Registered Debt Securities
    shall be considered to be “targeted to foreign
    markets” as provided under Treasury Department regulations.



 



    Section 2.10. Reopened Issues and Repurchases.



 



    Freddie Mac reserves the right, in its discretion and at any
    time, to offer additional Debt Securities which have the same
    terms (other than Issue Date, interest commencement date and
    issue price) and conditions as Debt Securities for which
    settlement has previously occurred or been scheduled so as to
    form a single series of Debt Securities as specified in the
    applicable Supplemental Agreement.



 



    Freddie Mac reserves the right, in its discretion and at any
    time, to purchase Debt Securities or otherwise acquire (either
    for cash or in exchange for securities) some or all of an issue
    of Debt Securities at any price or prices in the open market or
    otherwise. Such Debt Securities may be held, resold or canceled
    by Freddie Mac.



 




    ARTICLE III



 




    Form;
    Clearance and Settlement Procedures



 



    Section 3.01. Form of Fed Book-Entry Debt Securities.



 



    (a) General



 



    Fed Book-Entry Debt Securities shall be issued and maintained
    only on the Fed Book-Entry System. Fed Book-Entry Debt
    Securities shall not be exchangeable for definitive Debt
    Securities. The Book-Entry Rules are applicable to Fed
    Book-Entry Debt Securities.



 



    (b) Title



 



    Fed Book-Entry Debt Securities shall be held of record only by
    Holding Institutions. Such entities whose names appear on the
    book-entry records of a Federal Reserve Bank as the entities to
    whose accounts Fed Book-Entry Debt Securities have been
    deposited shall be the Holders of such Fed Book-Entry Debt
    Securities. The rights of the Beneficial Owner of a Fed
    Book-Entry Debt Security with respect to Freddie Mac and the
    Federal Reserve Banks may be exercised only through the Holder
    of the Fed Book-Entry Debt Security. Freddie Mac and the Federal
    Reserve Banks shall have no direct obligation to a Beneficial
    Owner of a Fed Book-Entry Debt Security that is not also the
    Holder of the Fed Book-Entry Debt Security. The Federal Reserve
    Banks shall act only upon the instructions of the Holder in
    recording transfers of a Debt Security maintained on the Fed
    Book-Entry System. Freddie Mac and the Federal Reserve Banks may
    treat the Holders as the absolute owners of Fed Book-Entry Debt
    Securities for the purpose of making payments in respect thereof
    and for all other purposes, whether or not such Fed Book-Entry
    Debt Securities shall be overdue and notwithstanding any notice
    to the contrary.



 



    The Holders and each other financial intermediary holding such
    Fed Book-Entry Debt Securities directly or indirectly on behalf
    of the Beneficial Owners shall have the responsibility of
    remitting payments for the accounts of their customers. All
    payments on Fed Book-Entry Debt Securities shall be subject to
    any applicable law or regulation.




    

    27








 






    (c) Fiscal Agent



 



    The FRBNY shall be the Fiscal Agent for Fed Book-Entry Debt
    Securities.



 



    In acting under the Fiscal Agency Agreement, the FRBNY shall act
    solely as Fiscal Agent of Freddie Mac and does not assume any
    obligation or relationship of agency or trust for or with any
    Holder of a Fed Book-Entry Debt Security.



 



    Section 3.02. Form of Registered Debt Securities.



 



    (a) General



 



    As specified in the applicable Supplemental Agreement,
    Registered Debt Securities shall be deposited with (i) a
    custodian for, and registered in the name of a nominee of, DTC,
    or (ii) a Common Depositary, and registered in the name of
    such Common Depositary or a nominee of such Common Depositary.



 



    (b) Title



 



    The person in whose name a Registered Debt Security is
    registered in the Register shall be the Holder of such
    Registered Debt Security. Beneficial interests in a Registered
    Debt Security shall be represented, and transfers thereof shall
    be effected, only through book-entry accounts of financial
    institutions acting on behalf of the Beneficial Owners of such
    Registered Debt Security, as a direct or indirect participant in
    the applicable clearing system for such Registered Debt Security.



 



    Freddie Mac, the Global Agent and the Registrar may treat the
    Holders as the absolute owners of Registered Debt Securities for
    the purpose of making payments and for all other purposes,
    whether or not such Registered Debt Securities shall be overdue
    and notwithstanding any notice to the contrary. Owners of
    beneficial interests in a Registered Debt Security shall not be
    considered by Freddie Mac, the Global Agent or the Registrar as
    the owner or Holder of such Registered Debt Security and, except
    as provided in Section 4.02(a), shall not be entitled to
    have Debt Securities registered in their names and shall not
    receive or be entitled to receive definitive Debt Securities.
    Any Beneficial Owner shall rely on the procedures of the
    applicable clearing system and, if such Beneficial Owner is not
    a participant therein, on the procedures of the participant
    through which such Beneficial Owner holds its interest, to
    exercise any rights of a Holder of such Registered Debt
    Securities.



 



    Payments by DTC participants to Beneficial Owners of DTC
    Registered Debt Securities held through DTC participants shall
    be the responsibility of such participants. Payments with
    respect to Other Registered Debt Securities held through
    Euroclear, Clearstream, Luxembourg or any other applicable
    clearing system shall be credited to Euroclear participants,
    Clearstream, Luxembourg participants or participants of any
    other applicable clearing system in accordance with the relevant
    system’s rules and procedures.



 



    (c) Global Agent



 



    In acting under the Global Agency Agreement, the Global Agent
    acts solely as a fiscal agent of Freddie Mac and does not assume
    any obligation or relationship of agency or trust for or with
    any Holder of a Registered Debt Security, except that any moneys
    held by the Global Agent for payment on a Registered Debt
    Security shall be held in trust for the Holder as provided in
    the Global Agency Agreement.




    

    28








 






    (d) Registrar



 



    In acting under the Global Agency Agreement, the Registrar does
    not assume any obligation or relationship of agency or trust
    for, or with, any Holder of a Registered Debt Security.



 



    Section 3.03. Clearance and Settlement Procedures.



 



    (a) General



 



    Unless otherwise provided in the applicable Supplemental
    Agreement:



 



    (i) Most Debt Securities denominated and payable in
    U.S. dollars and distributed within the United States shall
    clear and settle through the Fed Book-Entry System.



 



    (ii) Most Debt Securities denominated and payable in
    U.S. dollars and distributed simultaneously within and
    outside of the United States, including all Reference
    Securities, shall clear and settle, within the United States,
    through the Fed Book-Entry System and, outside of the United
    States, through the systems operated by Euroclear, Clearstream,
    Luxembourg
    and/or any
    other designated clearing system.



 



    (iii) Debt Securities denominated or payable in a Specified
    Currency other than U.S. dollars (and Debt Securities
    denominated and payable in U.S. dollars that are not
    cleared and settled in accordance with clauses (i) and
    (ii) above) and distributed solely within the United States
    shall clear and settle through the system operated by DTC.



 



    (iv) Debt Securities denominated or payable in a Specified
    Currency other than U.S. dollars (and Debt Securities
    denominated and payable in U.S. dollars that are not
    cleared and settled in accordance with clauses (i) and
    (ii) above) and distributed simultaneously within and
    outside of the United States shall clear and settle through the
    systems operated by DTC, Euroclear, Clearstream, Luxembourg
    and/or any
    other designated clearing system.



 



    (v) Debt Securities, irrespective of the Specified Currency
    in which such Debt Securities are denominated or payable,
    distributed solely outside of the United States shall clear and
    settle through the systems operated by Euroclear, Clearstream,
    Luxembourg
    and/or any
    other designated clearing system or, in certain cases, DTC.



 



    (b) Primary Distribution



 



    (i) General.  On initial issue, Debt
    Securities shall be credited through one or more of the systems
    specified below or any other system specified in the applicable
    Supplemental Agreement.



 



    (ii) Federal Reserve Banks. Fed Book-Entry Debt
    Securities shall be issued and settled through the
    Fed-Book-Entry System in
    same-day
    funds and shall be held by designated Holding Institutions.
    After initial issue, all Fed Book-Entry Debt Securities shall
    continue to be held by such Holding Institutions in the Fed
    Book-Entry System unless arrangements are made for the transfer
    thereof to another Holding Institution. Fed Book-Entry Debt
    Securities shall not be exchangeable for definitive Debt
    Securities.



 



    (iii) DTC. DTC participants acting on behalf of
    investors holding DTC Registered Debt Securities through DTC
    shall follow the delivery practices applicable to securities
    eligible for DTC’s
    Same-Day
    Funds Settlement System. DTC Registered Debt Securities




    

    29








 






    shall be credited to DTC participants’ securities accounts
    following confirmation of receipt of payment to Freddie Mac on
    the relevant Issue Date.



 



    (iv) Euroclear and Clearstream, Luxembourg.
    Investors holding Other Registered Debt Securities through
    Euroclear, Clearstream, Luxembourg or such other clearing system
    shall follow the settlement procedures applicable to
    conventional Eurobonds in registered form. Such Other Registered
    Debt Securities shall be credited to Euroclear, Clearstream,
    Luxembourg or such other clearing system participants’
    securities accounts either on the relevant Issue Date or on the
    settlement day following the relevant Issue Date against payment
    in same-day
    funds (for value on the relevant Issue Date).



 



    (c) Secondary Market Transfers



 



    (i) Fed Book-Entry Debt
    Securities.  Transfers of Fed Book-Entry Debt
    Securities shall take place only in book-entry form on the Fed
    Book-Entry System. Such transfers shall occur between Holding
    Institutions in accordance with the rules of the Fed Book-Entry
    System.



 



    (ii) Registered Debt Securities. Transfers of
    beneficial interests in Registered Debt Securities within the
    various systems that may be clearing and settling interests
    therein shall be made in accordance with the usual rules and
    operating procedures of the relevant system applicable to the
    Specified Currency in which such Registered Debt Securities are
    denominated or payable and the nature of the transfer.



 



    (iii) Freddie Mac shall not bear responsibility for the
    performance by any system or the performance of the
    system’s respective direct or indirect participants or
    accountholders of the respective obligations of such
    participants or account holders under the rules and procedures
    governing such system’s operations.



 




    ARTICLE IV



 




    Payments,
    Exchange for Definitive Debt Securities



 



    Section 4.01. Payments.



 



    (a) Payments on Fed Book-Entry Debt Securities



 



    Payments of principal of and any interest on Fed Book-Entry Debt
    Securities shall be made in U.S. dollars (except as
    otherwise provided in the applicable Supplemental Agreement) on
    the applicable payment dates to Holders thereof as of the end of
    the Business Day preceding each such payment date. Payments on
    Fed Book-Entry Debt Securities shall be made by credit of the
    payment amount to the Holders’ accounts at the relevant
    Federal Reserve Bank. All payments to or upon the order of a
    Holder shall be valid and effective to discharge the liability
    of Freddie Mac in respect of the related Fed Book-Entry Debt
    Securities.



 



    (b) Payments on Registered Debt Securities



 



    (i) Payments in respect of Registered Debt Securities shall
    be made to DTC, Euroclear, Clearstream, Luxembourg or any other
    applicable clearing system, or their respective nominees, as the
    case may be, as the Holders thereof. Except as provided in
    Section 2.03(c) and Article VII hereof, such payments
    shall be made in the Specified Payment Currency. All payments to
    or upon the order of the Holder of a Registered Debt Security
    shall be valid and effective to discharge the liability of
    Freddie Mac in respect of




    

    30








 






    such Registered Debt Security. Ownership positions within each
    system shall be determined in accordance with the normal
    conventions observed by such system. Freddie Mac, the Global
    Agent and the Registrar shall not have any responsibility or
    liability for any aspect of the records relating to or payments
    made on account of beneficial ownership interests in a
    Registered Debt Security or for maintaining, supervising or
    reviewing any records relating to such beneficial ownership
    interests.



 



    (ii) Interest on a Registered Debt Security shall be paid
    on the applicable Interest Payment Date. Such interest payment
    shall be made to the Holder of such Registered Debt Security as
    of the close of business on the related Record Date. The first
    payment of interest on any Registered Debt Security originally
    issued between a Record Date and the related Interest Payment
    Date shall be made on the Interest Payment Date following the
    next Record Date to the Holder on such next Record Date. The
    principal of each Registered Debt Security, together with
    accrued and unpaid interest thereon, shall be paid to the Holder
    thereof against presentation and surrender of such Registered
    Debt Security.



 



    (iii) All payments on Registered Debt Securities are
    subject to any applicable law or regulation. If a payment
    outside the United States is illegal or effectively precluded by
    exchange controls or other similar restrictions, payments in
    respect of the related Registered Debt Securities shall be made
    at the office of any paying agent in the United States.



 



    Section 4.02. Exchange for Definitive Debt
    Securities.



 



    In the event that Freddie Mac issues definitive Debt Securities
    in exchange for Registered Debt Securities issued in global
    form, such definitive Debt Securities shall have terms identical
    to the Registered Debt Securities for which they were exchanged
    except as described below.



 



    (a) Issuance of Definitive Debt Securities



 



    Unless otherwise provided in the applicable Supplemental
    Agreement, beneficial interests in Registered Debt Securities
    issued in global form shall be subject to exchange for
    definitive Debt Securities only if such exchange is permitted by
    applicable law and (i) in the case of a DTC Registered Debt
    Security, DTC notifies Freddie Mac that it is no longer willing
    or able to discharge properly its responsibilities as depositary
    with respect to such DTC Registered Debt Security, or ceases to
    be a “clearing agency” registered under the Securities
    Exchange Act of 1934 (if so required), or is at any time no
    longer eligible to act as such, and in each case Freddie Mac is
    unable to locate a successor within 90 calendar days of
    receiving notice of such ineligibility on the part of DTC;
    (ii) in the case of any Other Registered Debt Security, 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 cease business and in any such
    situations Freddie Mac is unable to locate a single successor
    within 90 calendar days of such closure; (iii) a Holder has
    instituted a judicial proceeding in a court to enforce its
    rights under such Registered Debt Security and such Holder has
    been advised by counsel that in connection with such proceeding
    it is necessary for such Holder to obtain possession of
    definitive Debt Securities; (iv) Freddie Mac (at its
    discretion), upon the request of a Holder and at such
    Holder’s expense, elects to issue definitive Debt
    Securities; or (v) Freddie Mac (at its discretion) elects
    to issue definitive Debt Securities. In such circumstances,
    Freddie Mac shall




    

    31








 






    cause sufficient definitive Debt Securities to be executed and
    delivered as soon as practicable (and in any event within 45
    calendar days of Freddie Mac’s 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 Debt Securities.
    A person having an interest in a DTC Registered Debt Security or
    Other Registered Debt Security 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 Debt Securities in authorized
    denominations.



 



    (b) Title



 



    The person in whose name a definitive Debt Security is
    registered in the Register shall be the “Holder”
    of such definitive Debt Security. Freddie Mac, the Global
    Agent and the Registrar may treat the Holders as the absolute
    owners of definitive Debt Securities for the purpose of making
    payments and for all other purposes, whether or not such
    definitive Debt Securities shall be overdue and notwithstanding
    any notice to the contrary.



 



    (c) Payments



 



    Interest on a definitive Debt Security shall be paid on the
    applicable Interest Payment Date. Such interest payments shall
    be made by check mailed to the Holder thereof at the close of
    business on the Record Date preceding such Interest Payment Date
    at such Holder’s address appearing in the Register. The
    principal of each definitive Debt Security, together with
    accrued and unpaid interest thereon, shall be due on the
    Principal Payment Date (subject to the right of the Holder
    thereof on the related Record Date to receive interest due on an
    Interest Payment Date that is on or prior to such Principal
    Payment Date) and shall be paid against presentation and
    surrender of such definitive Debt Security at the offices of the
    Global Agent or other paying agent. Payments on the Principal
    Payment Date shall be made by check provided at the appropriate
    office of the Global Agent or other paying agent or mailed by
    the Global Agent to the Holder of such definitive Debt Security.
    U.S. dollar checks shall be drawn on a bank in the United
    States. Checks in a Specified Payment Currency other than
    U.S. dollars shall be drawn on a bank office located
    outside the United States.



 



    Notwithstanding the provisions described in the preceding
    paragraph relating to payments by check, the Holder of an
    aggregate principal amount of at least $10,000,000 of an issue
    of Debt Securities of which definitive Debt Securities form a
    part (or, in the case of a definitive Debt Security denominated
    in a Specified Currency other than U.S. dollars, the
    Specified Currency equivalent of at least $10,000,000) may elect
    to receive payments thereon by wire transfer of immediately
    available funds in the Specified Payment Currency to an account
    in such Specified Payment Currency with a bank designated by
    such Holder that is acceptable to Freddie Mac; provided, that
    such bank has appropriate facilities therefor and accepts such
    transfer and such transfer is permitted by any applicable law or
    regulation and will not subject Freddie Mac to any liability,
    requirement or unacceptable charge. In order for such Holder to
    receive such payments, the relevant paying agent (including the
    Global Agent) must receive at its office from such Holder
    (i) in the case of payments on an Interest Payment Date, a
    written request therefor not later than the close of business on
    the related Record Date; or (ii) in the case of payments on
    the Principal Payment Date, a written request therefor not later
    than the close of business on the date 15 days prior to
    such Principal Payment Date and the related definitive Debt
    Security not later than two Business Days prior to such
    Principal Payment Date. Such written request must be




    

    32








 






    delivered to the relevant paying agent (including the Global
    Agent) by mail, by hand delivery or by tested or authenticated
    telex. Any such request shall remain in effect until the
    relevant paying agent receives written notice to the contrary.



 



    All payments on definitive Debt Securities shall be subject to
    any applicable law or regulation. If a payment outside the
    United States is illegal or effectively precluded by exchange
    controls or similar restrictions, payments in respect of the
    related definitive Debt Securities may be made at the office of
    any paying agent in the United States.



 



    (d) Partial Redemption



 



    Definitive Debt Securities subject to redemption in part by
    Freddie Mac shall be selected by the Global Agent by lot or in
    such other manner as the Global Agent deems fair and
    appropriate, subject to the requirement that the principal
    amount of each outstanding definitive Debt Security after such
    redemption is in an authorized denomination.



 



    (e) Transfer and Exchange



 



    Definitive Debt Securities shall be presented for registration
    of transfer or exchange (with the form of transfer included
    thereon properly endorsed, or accompanied by a written
    instrument of transfer, with such evidence of due authorization
    and guaranty of signature as may be required by the Registrar,
    duly executed) at the office of the Registrar or any other
    transfer agent upon payment of any taxes and other governmental
    charges and other amounts, but without payment of any service
    charge to the Registrar or such transfer agent for such transfer
    or exchange. A transfer or exchange shall not be effective
    unless, and until, recorded in the Register.



 



    A transfer or exchange of a definitive Debt Security shall be
    effected upon satisfying the Registrar with regard to the
    documents and identity of the person making the request and
    subject to such reasonable regulations as Freddie Mac may from
    time to time agree with the Registrar. Such documents may
    include forms prescribed by U.S. tax authorities to
    establish the applicability of, or the exemption from,
    withholding or other taxes regarding the transferee Holder.
    Definitive Debt Securities may be transferred or exchanged in
    whole or in part only in the authorized denominations of the DTC
    Registered Debt Securities or Other Registered Debt Securities
    issued in global form for which they were exchanged. In the case
    of a transfer of a definitive Debt Security in part, a new
    definitive Debt Security in respect of the balance not
    transferred shall be issued to the transferor. In addition,
    replacement of mutilated, destroyed, stolen or lost definitive
    Debt Securities also is subject to the conditions discussed
    above with respect to transfers and exchanges generally. Each
    new definitive Debt Security to be issued upon transfer of such
    a definitive Debt Security, as well as the definitive Debt
    Security issued in respect of the balance not transferred, shall
    be mailed to such address as may be specified in the form or
    instrument of transfer at the risk of the Holder entitled
    thereto in accordance with the customary procedures of the
    Registrar.



 




    ARTICLE V



 




    Secured
    Debt Securities



 



    If so provided in the applicable Supplemental Agreement, the
    indebtedness represented by certain Debt Securities shall be
    secured obligations of Freddie Mac. In such event, the
    description of the security interest and the terms of the grant
    of the security interest shall be set forth in the applicable
    Supplemental Agreement.




    

    33








 







    ARTICLE VI



 




    Currency
    Conversions



 



    Section 6.01. Currency Conversions for DTC Registered
    Debt Securities.



 



    (a) In the case of DTC Registered Debt Securities whose
    Specified Payment Currency is other than U.S. dollars, the
    Currency Exchange Bank specified in the applicable Supplemental
    Agreement, for Holders of such DTC Registered Debt Securities,
    shall convert any amounts paid by Freddie Mac in such Specified
    Payment Currency into U.S. dollars, unless such Holders
    elect to receive payments in such Specified Payment Currency as
    hereinafter described. Freddie Mac shall have no responsibility
    for the conversion of the Specified Payment Currency for such
    DTC Registered Debt Securities into U.S. dollars.



 



    (b) The U.S. dollar amount to be received by a Holder
    of a DTC Registered Debt Security in respect of which payments
    are to be converted from the Specified Payment Currency into
    U.S. dollars shall be determined by the Currency Exchange
    Bank in the morning of the day that would be considered the date
    for “spot” settlement of the Specified Payment
    Currency on the applicable payment date in accordance with
    market convention (generally two New York business days prior to
    such payment date) at the market rate determined by the Currency
    Exchange Bank to accomplish the conversion on such payment date
    of the aggregate amount of the Specified Payment Currency
    payable in respect of DTC Registered Debt Securities scheduled
    to receive payments converted into U.S. dollars. All
    currency exchange costs shall be borne by the Holders of such
    DTC Registered Debt Securities (and, accordingly, by the related
    Beneficial Owners) by deductions from such payments. In the
    event all or any portion of a Specified Payment Currency is not
    convertible into U.S. dollars, Holders of such DTC
    Registered Debt Securities shall receive payment in the
    Specified Payment Currency.



 



    (c) A Holder of a DTC Registered Debt Security to be paid
    in a Specified Payment Currency other than U.S. dollars
    shall have the option to receive payments of the principal of
    and any interest on such DTC Registered Debt Security in the
    Specified Payment Currency by notifying DTC no later than the
    third New York business day after the related Record Date, in
    the case of payments on an Interest Payment Date, or the date
    12 days prior to the Principal Payment Date, in the case of
    payments on the Principal Payment Date.



 




    ARTICLE VII



 




    Events of
    Default and Remedies



 



    Section 7.01. Events of Default.



 



    (a) An Event of Default with respect to a specific issue of
    Debt Securities shall consist of (i) any failure by Freddie
    Mac to pay to Holders of such Debt Securities any required
    payment that continues unremedied for 30 days;
    (ii) any failure by Freddie Mac to perform in any material
    respect any other covenant or agreement in this Agreement, which
    failure continues unremedied for 60 days after the giving
    of notice of such failure to Freddie Mac by the Holders of not
    less than 25% of the outstanding principal amount (or notional
    principal amount) of such Debt Securities; (iii) a court
    having jurisdiction in the premises shall enter a decree or
    order for relief in respect of Freddie Mac in an involuntary
    case under any applicable bankruptcy, insolvency or other
    similar law now or hereafter in effect, or appoint a receiver,
    liquidator, assignee, custodian, or sequestrator (or other
    similar official) of Freddie Mac or for all or substantially all
    of its property, or order the winding up or liquidation of its
    affairs, and such




    

    34








 






    decree or order shall remain unstayed and in effect for a period
    of 60 consecutive days; or (iv) Freddie Mac shall commence
    a voluntary case under any applicable bankruptcy, insolvency or
    other similar law now or hereafter in effect, or shall consent
    to the entry of an order for relief in an involuntary case under
    any such law, or shall consent to the appointment of or taking
    possession by a receiver, liquidator, assignee, trustee,
    custodian, or sequestrator (or other similar official) of
    Freddie Mac or any substantial part of its property, or shall
    make any general assignment for the benefit of creditors, or
    shall fail generally to pay its debts as they become due.



 



    The appointment of a conservator (or other similar official) by
    a regulator having jurisdiction over Freddie Mac, whether or not
    Freddie Mac consents to such appointment, will not constitute an
    Event of Default. Any payment made in U.S. dollars or in
    euros as provided under Section 2.03(c)(i) shall not
    constitute an Event of Default.



 



    (b) Any event associated with EMU (an “EMU
    Event”) shall not give rise to an Event of Default. An EMU
    Event may include, without limitation, each (and any
    combination) of (i) the fixing of exchange rates between
    the currency of a member state of the European Union and euros
    or between the currencies of member states of the European
    Union; (ii) the introduction of euros as lawful currency in
    a member state of the European Union; or (iii) the
    disappearance or replacement of a relevant rate option or other
    price source for the national currency of any member state of
    the European Union, or the failure of the agreed sponsor (or a
    successor sponsor) to publish or display a relevant rate, index,
    price, page or screen.



 



    Section 7.02. Rights Upon Event of Default.



 



    (a) As long as an Event of Default under this Agreement
    remains unremedied, Holders of not less than 50% of the
    outstanding principal amount (or notional principal amount) of
    an issue of Debt Securities to which such Event of Default
    relates may, by written notice to Freddie Mac, declare such Debt
    Securities due and payable and accelerate the maturity of such
    Debt Securities. Upon such acceleration, the principal amount of
    such Debt Securities and the interest accrued thereon shall be
    due and payable.



 



    (b) No Holder has any right under this Agreement to
    institute any action or proceeding at law or in equity or in
    bankruptcy or otherwise, or for the appointment of a receiver or
    trustee, or for any other remedy, unless (i) such Holder
    previously has given to Freddie Mac written notice of an Event
    of Default and of the continuance thereof; (ii) the Holders
    of not less than 50% of the outstanding principal amount (or
    notional principal amount) of an issue of Debt Securities to
    which such Event of Default relates have given written notice to
    Freddie Mac of such Event of Default; and (iii) such Event
    of Default continues uncured for a period of 60 days
    following such notice. No Holder of an issue of Debt Securities
    has any right in any manner whatsoever by virtue of or by
    availing itself of any provision of this Agreement to affect,
    disturb or prejudice the rights of any other such Holder, or to
    obtain or seek to obtain preference or priority over any other
    such Holder or to enforce any right under this Agreement, except
    in the manner provided in this Agreement and for the ratable and
    common benefit of all such Holders.



 



    (c) Prior to or after the institution of any action or
    proceeding relating to an issue of Debt Securities, the Holders
    of not less than 50% of the outstanding principal amount (or
    notional principal amount) of such Debt Securities may waive an
    Event of Default, whether or not it has resulted in a
    declaration of an acceleration of the maturity of such Debt
    Securities, and may rescind and annul any previously declared
    acceleration.




    

    35








 






    (d) Whenever in this Agreement it is provided that the
    Holders of a specified percentage in outstanding principal
    amount (or notional principal amount) of an issue of Debt
    Securities may take any action (including the making of any
    demand or request, or the giving of any authorization, notice,
    consent or waiver), the fact that at the time of taking any such
    action the Holders of such specified percentage have joined
    therein may be evidenced by a writing, or any number of writings
    of similar tenor, executed by Holders in person, or by an agent
    or proxy appointed in writing.



 




    ARTICLE VIII



 




    Miscellaneous
    Provisions



 



    Section 8.01. Limitations on Liability of Freddie Mac
    and Others.



 



    Neither Freddie Mac nor any of its directors, officers,
    employees or agents shall be under any liability to the Holders
    or Beneficial Owners for any action taken, or not taken, by them
    in good faith under this Agreement or for errors in judgment.
    This provision will not protect Freddie Mac or any other related
    person against any liability which would otherwise be imposed by
    reason of willful misfeasance, bad faith or gross negligence or
    by reason of reckless disregard of obligations and duties under
    this Agreement. Freddie Mac and such related persons shall have
    no liability of whatever nature for special, indirect or
    consequential damages, lost profits or business, or any other
    liability or claim (other than for direct damages), even if
    reasonably foreseeable or Freddie Mac has been advised of the
    possibility of such loss, damage, liability or claim.



 



    In performing its responsibilities under this Agreement, Freddie
    Mac may employ agents or independent contractors. Except upon an
    Event of Default (as defined herein), Freddie Mac shall not be
    subject to the control of Holders in any manner in the discharge
    of its responsibilities pursuant to this Agreement.



 



    Freddie Mac shall not be under any obligation to appear in,
    prosecute or defend any legal action that is not incidental to
    its responsibilities under this Agreement and which in its
    opinion may involve it in any expense or liability. However,
    Freddie Mac may in its discretion undertake any such legal
    action which it may deem necessary or desirable in the interests
    of the Holders. In such event, the legal expenses and costs of
    such action shall be expenses and costs of Freddie Mac.



 



    Section 8.02. Binding Effect of this Agreement.



 



    (a) By receiving and accepting a Debt Security, each
    Holder, financial intermediary and Beneficial Owner of such Debt
    Security unconditionally agrees, without any signature or
    further manifestation of assent, to be bound by the terms and
    conditions of this Agreement, as supplemented, modified or
    amended pursuant to its terms.



 



    (b) This Agreement shall be binding upon and inure to the
    benefit of any successor to Freddie Mac.



 



    Section 8.03. Replacement.



 



    Any Registered Debt Security in definitive form that becomes
    mutilated, destroyed, stolen or lost shall be replaced by
    Freddie Mac at the expense of the Holder upon delivery to the
    Global Agent of evidence of the destruction, theft or loss
    thereof, and an indemnity satisfactory to Freddie Mac and the
    Global Agent. Upon the issuance of any substituted Registered
    Debt




    

    36








 






    Security, Freddie Mac or the Global Agent may require the
    payment by the Holder of a sum sufficient to cover any taxes and
    expenses connected therewith.



 



    Section 8.04. Conditions to Payment, Transfer or
    Exchange.



 



    Freddie Mac, its agent or any other person potentially required
    to withhold with respect to payments on a Debt Security shall
    have the right to require a Holder of a Debt Security, as a
    condition to payment of principal of or interest on such Debt
    Security, or as a condition to transfer or exchange of such Debt
    Security, to present at such place as Freddie Mac, its agent or
    such other person shall designate a certificate in such form as
    Freddie Mac, its agent or such other person may from time to
    time prescribe, to enable Freddie Mac, its agent or such other
    person to determine its duties and liabilities with respect to
    (i) any taxes, assessments or governmental charges which
    Freddie Mac, any Federal Reserve Bank, the Global Agent or such
    other person, as the case may be, may be required to deduct or
    withhold from payments in respect of such Debt Security under
    any present or future law of the United States or jurisdiction
    therein or any regulation or interpretation of any taxing
    authority thereof; and (ii) any reporting or other
    requirements under such laws, regulations or interpretations.
    Freddie Mac, its agent or such other person shall be entitled to
    determine its duties and liabilities with respect to such
    deduction, withholding, reporting or other requirements on the
    basis of information contained in such certificate or, if no
    certificate shall be presented, on the basis of any presumption
    created by any such law, regulation or interpretation, and shall
    be entitled to act in accordance with such determination.



 



    Section 8.05. Amendment.



 



    (a) Freddie Mac may modify, amend or supplement this
    Agreement and the terms of an issue of Debt Securities, without
    the consent of the Holders or Beneficial Owners, (i) to
    cure any ambiguity, or to correct or supplement any defective
    provision or to make any other provision with respect to matters
    or questions arising under this Agreement or the terms of any
    Debt Security that are not inconsistent with any other provision
    of this Agreement or the Debt Security; (ii) to add to the
    covenants of Freddie Mac for the benefit of the Holders or
    surrender any right or power conferred upon Freddie Mac;
    (iii) to evidence the succession of another entity to
    Freddie Mac and its assumption of the covenants of Freddie Mac;
    (iv) to conform the terms of an issue of Debt Securities or
    cure any ambiguity or discrepancy resulting from any changes in
    the Book-Entry Rules or any regulation or document that are
    applicable to book-entry securities of Freddie Mac; (v) to
    increase the amount of an issue of Debt Securities as
    contemplated under Section 2.07; or (vi) in any other
    manner that Freddie Mac may determine and that will not
    adversely affect in any material respect the interests of
    Holders or Beneficial Owners at the time of such modification,
    amendment or supplement.



 



    (b) In addition, either (i) with the written consent
    of the Holders of at least a majority of the aggregate then
    outstanding principal amount or notional principal amount of an
    issue of Debt Securities affected thereby, excluding any such
    Debt Securities owned by Freddie Mac; or (ii) by the
    adoption of a resolution at a meeting of Holders at which a
    quorum is present, by the Holders of at least a majority of the
    aggregate then outstanding principal amount or notional
    principal amount of an issue of Debt Securities represented at
    such meeting, excluding any such Debt Securities owned by
    Freddie Mac, Freddie Mac may from time to time and at any time
    modify, amend or supplement the terms of an issue of Debt
    Securities for the purpose of adding any provisions to or
    changing in any manner or eliminating any provisions of such
    Debt




    

    37








 






    Securities or modifying in any manner the rights of the Holders;
    provided, however, that no such modification, amendment or
    supplement may, without the written consent or affirmative vote
    of each Holder of a Debt Security; (A) change the Maturity
    Date or any Interest Payment Date of such Debt Security;
    (B) materially modify the redemption or repayment
    provisions, if any, relating to the redemption or repayment
    price of, or any redemption or repayment date or period for,
    such Debt Security; (C) reduce the principal amount of,
    delay the principal payment of, or materially modify the rate of
    interest or the calculation of the rate of interest on, such
    Debt Security; (D) in the case of Registered Debt
    Securities only, change the Specified Payment Currency of such
    Registered Debt Security; or (E) reduce the percentage of
    Holders whose consent or affirmative vote is necessary to
    modify, amend or supplement the terms of the relevant issue of
    Debt Securities. A quorum at any meeting of Holders called to
    adopt a resolution shall be Holders entitled to vote a majority
    of the then aggregate outstanding principal amount or notional
    principal amount of an issue of such Debt Securities called to
    such meeting and, at any reconvened meeting adjourned for lack
    of a quorum, 25% of the then aggregate outstanding principal
    amount or notional principal amount of such issue of Debt
    Securities, in both cases excluding any such Debt Securities
    owned by Freddie Mac. It shall not be necessary for the Holders
    to approve the particular form of any proposed amendment, but it
    shall be sufficient if such consent or resolution approves the
    substance of such change. If any modification, amendment or
    supplement of the terms of an issue of Debt Securities that have
    been separated into Interest and Principal Components requires
    the consent of Holders, only the Holders of the Principal
    Components will be entitled to give or withhold that consent.
    Holders of Interest Components will have no right to give or
    withhold such consent.



 



    (c) The “principal amount,” for purposes of the
    preceding paragraph, for a Debt Security that is a Zero Coupon
    Debt Security or for a Debt Security issued at an “issue
    price” of 80% or less of its principal amount will be equal
    to (i) the issue price of such Debt Security; plus
    (ii) the original issue discount that has accrued from the
    Issue Date of such Debt Security to the OID Determination Date;
    minus (iii) any amount considered as part of the
    “stated redemption price at maturity” of such Debt
    Security that has been paid from the Issue Date of such Debt
    Security to the OID Determination Date.



 



    The “principal amount,” for purposes of the second
    preceding paragraph, of a Debt Security whose Specified
    Principal Currency is other than U.S. dollars will be the
    U.S. dollar equivalent, determined on the Issue Date, of
    the principal amount (or, in the case of the Debt Securities
    referred to in the preceding paragraph, the amount determined in
    accordance with the provisions described in such preceding
    paragraph) of such Debt Security. The “principal
    amount” of a Debt Security with principal determined by
    reference to an Index will be described in the applicable
    Supplemental Agreement.



 



    (d) Freddie Mac may establish a record date for the
    determination of Holders entitled to vote at any meeting of
    Holders of Debt Securities, to grant any consent in respect of
    Debt Securities and to notice with respect to any such meeting
    or consent.



 



    (e) Any instrument given by or on behalf of any Holder of a
    Debt Security in connection with any consent to any such
    modification, amendment or supplement shall be irrevocable once
    given and shall be conclusive and binding on all subsequent
    Holders of such Debt Security or any Debt Security issued,
    directly or indirectly, in exchange or substitution therefor,
    irrespective of whether or not notation in regard thereto is
    made thereon. Any modification, amendment or supplement of this
    Agreement or of the terms of Debt Securities




    

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    shall be conclusive and binding on all Holders of Debt
    Securities affected thereby, whether or not they have given such
    consent or were present at any meeting (unless by the terms of
    this Agreement a written consent or an affirmative vote of such
    Holders is required), and whether or not notation of such
    modification, amendment or supplement is made upon the Debt
    Securities.



 



    Section 8.06. Securities Acquired by Freddie Mac.



 



    Freddie Mac may, from time to time, repurchase or otherwise
    acquire (either for cash or in exchange for newly-issued Debt
    Securities) all or a portion of any issue of Debt Securities.
    Any Debt Securities owned by Freddie Mac shall have an equal and
    proportionate benefit under the provisions of this Agreement,
    without preference, priority or distinction as among such Debt
    Securities, except that in determining whether the Holders of
    the required percentage of the outstanding principal amount (or
    notional principal amount) of an issue of Debt Securities have
    given any required demand, authorization, notice, consent or
    waiver under this Agreement, any Debt Securities owned by
    Freddie Mac or any person directly or indirectly controlling or
    controlled by or under direct or indirect common control with
    Freddie Mac shall be disregarded and deemed not to be
    outstanding for the purpose of such determination.



 



    Section 8.07. Notice.



 



    (a) Any notice, demand or other communication which by any
    provision of this Agreement is required or permitted to be given
    to or served upon any Holder may be given or served in writing
    by deposit thereof, postage prepaid, in the mail, addressed to
    such Holder as such Holder’s name and address may appear in
    the records of Freddie Mac, a Federal Reserve Bank or the
    Registrar, as the case may be, or, in the case of a Holder of a
    Fed Book-Entry Debt Security, by transmission to such Holder
    through the communication system linking the Federal Reserve
    Banks. Such notice, demand or other communication to or upon any
    Holder shall be deemed to have been sufficiently given or made,
    for all purposes, upon mailing or transmission.



 



    (b) If and so long as an issue of Debt Securities is
    admitted for trading on the Euro MTF Market and listed on the
    Official List of the Luxembourg Stock Exchange and the rules of
    the Luxembourg Stock Exchange so require, notices with respect
    to such issue of Debt Securities also shall be published in a
    newspaper of general circulation in Luxembourg or, if such
    publication is not practical, elsewhere in Europe. Notice by
    publication shall be deemed to have been given on the date of
    publication or, if published more than once, on the date of
    first publication.



 



    (c) Any notice, demand or other communication which by any
    provision of this Agreement is required or permitted to be given
    to or served upon Freddie Mac shall be given in writing
    addressed (until another address is published by Freddie Mac) as
    follows: Federal Home Loan Mortgage Corporation, 8200 Jones
    Branch Drive, McLean, Virginia 22102 Attention: General Counsel
    and Secretary. Such notice, demand or other communication to or
    upon Freddie Mac shall be deemed to have been sufficiently given
    or made only upon actual receipt of the writing by Freddie Mac.



 



    Section 8.08. Governing Law.



 



    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE HOLDERS AND
    FREDDIE MAC WITH RESPECT TO THE DEBT SECURITIES SHALL BE
    CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
    UNITED STATES. INSOFAR AS THERE MAY BE NO APPLICABLE PRECEDENT,
    AND




    

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    INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF THE
    FREDDIE MAC ACT OR ANY PROVISION OF THIS AGREEMENT OR THE
    TRANSACTIONS GOVERNED THEREBY, THE LAWS OF THE STATE OF NEW YORK
    SHALL BE DEEMED REFLECTIVE OF THE LAWS OF THE UNITED STATES.



 



    Section 8.09. Headings.



 



    The Article, Section and Subsection headings are for convenience
    only and shall not affect the construction of this Agreement.



 


 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION




    

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