Common use of Fixed Rate Option Clause in Contracts

Fixed Rate Option. 7.4.1 Newco may, on at least two Business Days, notice prior to any Interest Date, request the Bank in writing to quote a Fixed Funds Rate in respect of a Term Advance or Term Advances to which such Interest Date relates for a Fixed Rate Period commencing on the expiry of the relevant Interest Period. Any such request shall state the amount and the duration of the proposed Fixed Rate Period. The Bank shall have no obligation to quote any such Fixed Funds Rate, but if it does so it shall contemporaneously specify the method of and latest time for acceptance of such quote. 7.4.2 If Newco accepts a quote made by the Bank under Clause 7.4.1 by the required method and prior to the latest time for acceptance, the Bank shall as soon as reasonably practicable issue a Fixed Rate Confirmation Notice and the proposed conversion shall occur as agreed. 7.4.3 At all times during the relevant Fixed Rate Period, interest shall accrue on the Fixed Rate Tranche at the Fixed Funds Rate and the Mandatory Costs agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and shall be payable 3 monthly in arrears. 7.4.4 The Term Advance or Term Advances to which the Fixed Funds Rate applied shall, upon expiry of the Fixed Rate Period applicable to it, immediately accrue interest in accordance with Clause 7.2. (a) Newco expressly acknowledges that the Bank may enter into or may have entered into one or more other arrangements in connection with or by reference to this Agreement on the assumption that its source of funds for payments to be made by it under such other arrangements will be, in whole or in part, payments to be received by it pursuant to this Agreement in respect of each Fixed Rate Tranche during the relevant Fixed Rate Period. (b) Accordingly, Newco agrees that in the event of: (i) any default in payment by Newco of any sum under this Agreement when due in connection with a Fixed Rate Tranche during the applicable Fixed Rate Period; or (ii) the occurrence of any Event of Default and acceleration of repayment of the Fixed Rate Tranche under Clause 16; or (iii) any repayment, prepayment or recovery in whole or in part of a Fixed Rate Tranche prior to the last day of the applicable Fixed Rate Period, it shall on demand indemnify the Bank without prejudice to any of its other rights under the Security Documents against any cost, loss (including without limitation loss of Margin) expense or liability which the Bank has sustained or incurred.

Fixed Rate Option. 7.4.1 Newco may(EXTENSION OF JANUARY 2007 NOTE). Borrower and Bank agree that, on at least two Business Daysso long as no default or Event of Default under any Loan Document has occurred and is continuing, notice prior to any Interest Date, request the Bank in writing to quote a Fixed Funds Rate in respect of a Term Advance or Term Advances to which such Interest Date relates for a Fixed Rate Period commencing on the expiry of the relevant Interest Period. Any such request shall state the amount and the duration of the proposed Fixed Rate Period. The Bank Borrower shall have no obligation to quote any such Fixed Funds Rate, but if it does so it shall contemporaneously specify the method of and latest time for acceptance of such quote. 7.4.2 If Newco accepts a quote made by the Bank under Clause 7.4.1 by the required method and prior following option with respect to the latest time for acceptance, the Bank shall as soon as reasonably practicable issue a Fixed Rate Confirmation Notice and the proposed conversion shall occur as agreed. 7.4.3 At all times during the relevant Fixed Rate Period, interest shall accrue on the Fixed Rate Tranche at the Fixed Funds Rate and the Mandatory Costs agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and shall be payable 3 monthly in arrears. 7.4.4 The Term Advance or Term Advances to which the Fixed Funds Rate applied shall, upon expiry of the Fixed Rate Period applicable to it, immediately accrue interest in accordance with Clause 7.2.January 2007 Note: (a) Newco expressly acknowledges that the Bank may enter into or may have entered into one or more other arrangements in connection with or by reference to this Agreement on the assumption that its source of funds for payments to be made by it under such other arrangements will be, in whole or in part, payments to be received by it pursuant to this Agreement in respect of each Fixed Rate Tranche once during the relevant Fixed Rate Period. term of the January 2007 Note, on or before the Original Maturity Date; (b) Accordinglyupon actual receipt by Bank of written notice of exercise from Borrower to Bank received no later than December 18, Newco agrees 2007; (c) after all loan proceeds that Xxxxxxxx has requested to be advanced and that Bank has agreed to advance under the January 2007 Note have been fully advanced; and (d) as to the entire then-outstanding principal balance of the January 2007 Note. Following conversion to a fixed rate as provided above, the repayment schedule for the January 2007 Note shall be revised so that the remaining principal and interest shall be payable in equal monthly installments, each in an amount sufficient to amortize the remaining principal balance of the January 2007 Note plus interest thereon over the remaining term of the January 2007 Note, as extended to the Extended Maturity Date. If Borrower is eligible and elects to convert to the fixed rate as provided hereby, Borrower shall execute an amendment to the January 2007 Note or, at Bank's option, an amended and restated note reflecting the extension of the maturity date thereof, the change to a fixed rate and the change in the event of: (i) any default repayment schedule, and describing Bank's applicable prepayment indemnity in payment by Newco effect at the time of any sum under this Agreement when due in connection with a Fixed Rate Tranche during conversion. Depending upon the applicable Fixed Rate Periodprepayment indemnity option following conversion, Borrower acknowledges that prepayment may be prohibited except with the consent of Bank. Notwithstanding the foregoing, Borrower shall have the option, at the time of conversion, to have the prepayment indemnity waived in exchange for adding, to Bank's Cost of Funds, a premium amount required by Bank at such time; or (ii) the occurrence of any Event of Default and acceleration of repayment provided, however, there shall be no waiver of the Fixed Rate Tranche prepayment indemnity if, at the time of conversion, the outstanding principal balance of the January 2007 Note is less than $100,000. No additional advances shall be made under Clause 16; or (iii) any repaymentthe January 2007 Note after conversion to a fixed interest rate as provided above, prepayment or recovery in whole or in part of a Fixed Rate Tranche even if less than all proceeds evidenced by the January 2007 Note have been advanced prior to the last day of the applicable Fixed Rate Period, it shall on demand indemnify the Bank without prejudice to any of its other rights under the Security Documents against any cost, loss (including without limitation loss of Margin) expense or liability which the Bank has sustained or incurredsuch conversion.

Fixed Rate Option. 7.4.1 Newco mayNotwithstanding any other provisions of this Clause 6, the Borrower shall have an option from time to time during the Facility Period to change the basis on at least two Business Days, notice prior which interest is calculated on all or part of the Loan from a floating rate to any Interest Date, request a fixed rate of interest. If the Bank in writing Borrower wishes to quote change from a Fixed Funds Rate floating rate to a fixed rate of interest in respect of all or part of the Loan the Borrower shall notify the Lender in writing not less than five (5) Business Days (or such shorter period as the Lender may agree) prior to the date of (i) the Drawdown Notice (if the Loan has not been fully advanced) or (ii) the end of the current Interest Period applicable to the Loan (if the Loan has been fully advanced) of its desire to do so and of (i) the period for which the fixed rate is required and (ii) the amount of the Loan (being not less than fifty per centum (50%) of the Loan outstanding at any time) which the Borrower wishes to change from a Term Advance floating rate to a fixed rate provided that for the period from the advance of the second Drawing until the Delivery Date the amount of the Loan which may be subject to a fixed rate of interest shall not be less than twenty four million five hundred thousand Dollars ($24,500,000). The Lender as Swap Provider shall notify the Borrower in writing of the fixed rate of interest which the Lender as Swap Provider can offer the Borrower for the amount of the Loan and the period specified (the “Swap Period”) pursuant to a Hedging Transaction. If the Borrower wishes to accept the fixed rate so notified, the Borrower shall accept the same and the Borrower shall then enter into one or Term Advances more Hedging Transactions pursuant to the Hedging Agreement (the terms and conditions of each of which such Interest Date relates for will be specified in a Fixed Rate Period commencing Confirmation) and the Lender as Swap Provider shall issue a Confirmation which the Borrower shall acknowledge (or be deemed to acknowledge) in accordance with the provisions of Part 5(m) of the Schedule incorporated in the Hedging Agreement that the Confirmation correctly reflects the parties’ agreement on the expiry terms of the relevant Hedging Transaction and the agreed fixed rate shall thereupon apply to the relevant portion of the Loan from the relevant Advance Date or the start of the next Interest Period. Any such request shall state Period (as the amount case may be) and for the duration of the proposed Fixed Rate Swap Period. The Bank shall have no obligation to quote Interest on all or any such Fixed Funds Rate, but if it does so it shall contemporaneously specify the method of and latest time for acceptance of such quote. 7.4.2 If Newco accepts a quote made by the Bank under Clause 7.4.1 by the required method and prior to the latest time for acceptance, the Bank shall as soon as reasonably practicable issue a Fixed Rate Confirmation Notice and the proposed conversion shall occur as agreed. 7.4.3 At all times during the relevant Fixed Rate Period, interest shall accrue on the Fixed Rate Tranche at the Fixed Funds Rate and the Mandatory Costs agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and shall be payable 3 monthly in arrears. 7.4.4 The Term Advance or Term Advances to which the Fixed Funds Rate applied shall, upon expiry part of the Fixed Rate Period applicable to it, immediately accrue interest in accordance with Clause 7.2. (a) Newco expressly acknowledges that the Bank may enter into or may have entered into one or more other arrangements in connection with or by reference to this Agreement on the assumption that its source of funds for payments to be made by it under such other arrangements will be, in whole or in part, payments to be received by it Loan which is fixed pursuant to this Agreement in respect Clause 6.10 shall be paid quarterly and each Interest Period whilst the Loan or any part of each Fixed Rate Tranche during it is fixed pursuant to this Clause 6.10 shall be of three (3) months duration as regards the Loan or the relevant Fixed Rate Period. (b) Accordingly, Newco agrees that in the event of: (i) any default in payment by Newco of any sum under this Agreement when due in connection with a Fixed Rate Tranche during the applicable Fixed Rate Period; or (ii) the occurrence of any Event of Default and acceleration of repayment of the Fixed Rate Tranche under Clause 16; or (iii) any repayment, prepayment or recovery in whole or in part of a Fixed Rate Tranche prior to the last day of the applicable Fixed Rate Period, it shall on demand indemnify the Bank without prejudice to any of its other rights under the Security Documents against any cost, loss (including without limitation loss of Margin) expense or liability which the Bank has sustained or incurredso fixed.

Fixed Rate Option. 7.4.1 Newco (a) Subject to no ECA Event of Default or Mandatory Prepayment Event being continuing, the Borrower may, on if so instructed by the Head Lessee pursuant to clause 21.1 (General rights) of the All Parties Agreement, at least two any time upon not less than ten (10) Business Days, ' prior written notice prior to any Interest Date, the ECA Facility Agent (or such shorter period as the ECA Facility Agent may agree) request that the Bank in writing rate of interest applicable to quote a Fixed Funds Rate in respect of a Term Advance or Term Advances all the ECA Loans shall be calculated by reference to which such Interest Date relates for a Fixed Rate Period commencing on the expiry Delivery Date or, if later, with effect from the next succeeding Payment Date, being not less than ten (10) Business Days' after the date of the relevant Interest Period. Any such request shall state Conversion Notice (the amount and the duration of the proposed Fixed Rate PeriodConversion Date). The Bank shall have no obligation request will be subject to quote any such Fixed Funds Rate, but if it does so it shall contemporaneously specify the method of and latest time for acceptance of such quote. 7.4.2 If Newco accepts a quote made by the Bank Borrower's agreement under Clause 7.4.1 by the required method and prior 6.3(c) to the latest time for acceptance, the Bank shall as soon as reasonably practicable issue a Fixed Rate Confirmation Notice and the proposed conversion shall occur as agreed. 7.4.3 At all times during the relevant Fixed Rate Period, interest shall accrue on the Fixed Rate Tranche at the Fixed Funds Rate and the Mandatory Costs agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and shall be payable 3 monthly in arrears. 7.4.4 The Term Advance or Term Advances to which the Fixed Funds Rate applied shall, upon expiry of the Fixed Rate Period applicable to it, immediately accrue interest in accordance with Clause 7.2. (a) Newco expressly acknowledges that the Bank may enter into or may have entered into one or more other arrangements in connection with or by reference to this Agreement on the assumption that its source of funds for payments to be made by it under such other arrangements will be, in whole or in part, payments to be received by it offered pursuant to this Agreement in respect of each Fixed Rate Tranche during the relevant Fixed Rate PeriodClause 6.3(b). (b) AccordinglyFollowing receipt of a notice pursuant to Clause 6.3(a), Newco agrees that the ECA Facility Agent shall on the date falling two (2) Business Days prior to the Conversion Date determine the Fixed Rate which would be applicable to the ECA Loans as of such Conversion Date and notify the same to the Borrower together with an indication of the period within which the offered Fixed Rate must be accepted which shall be no later than 10.00 a.m. London time on such date. (c) The Borrower, acting on the instructions of the Head Lessee pursuant to clause 21.1 (General rights) of the All Parties Agreement, may agree such Fixed Rate within the period specified by the ECA Facility Agent, (such agreement to be irrevocable) by providing a confirmation of its agreement substantially in the event of:form of Schedule 5 (Form of Conversion Confirmation) countersigned by the Head Lessee and the Guarantor, following which the ECA Facility Agent shall advise the Export Credit Agencies, the ECA Lenders and the Borrower of such Fixed Rate and the Conversion will apply. (id) any default in payment by Newco The Borrower shall pay all costs and expenses of any sum under this Agreement when due in connection Finance Party associated with a Fixed Rate Tranche during the applicable Fixed Rate Period; or (ii) the occurrence of any Event of Default determination and acceleration of repayment arranging of the Fixed Rate Tranche under Clause 16; or (iii) any repaymentincluding commissions and costs of negotiating, prepayment or recovery drafting and executing all documentation in whole or in part of a Fixed Rate Tranche prior to connection with the last day of the applicable Fixed Rate Period, it shall on demand indemnify the Bank without prejudice to any of its other rights under the Security Documents against any cost, loss (including without limitation loss of Margin) expense or liability which the Bank has sustained or incurredConversion.

Fixed Rate Option. 7.4.1 Newco (a) Notwithstanding any other provisions of this Clause 8 (Interest), the Borrowers may, on at least two no later than five Business Days, notice Days prior to any the Utilisation Date of a Tranche or the start of an Interest Date, request the Bank in writing to quote a Fixed Funds Rate Period in respect of a Tranche (or such other date as may be agreed by the Facility Agent in its absolute discretion), make a written request to the Facility Agent for a fixed base rate to apply to the whole of that Tranche rather than the rate specified in Clause 8.1 (Calculation of interest – Term Advance Rate Loans) or Term Advances to which Clause 8.2 (Calculation of interest – Compounded Rate Loans) (a "Fixed Rate Option") for a specific period starting on either the Utilisation Date of that Tranche or a Quarter End Date and being no less than twelve Months (or such Interest shorter period as the Facility Agent may agree) provided such period ends (irrespective of its start date) on a Quarter End Date relates for or the Termination Date (a "Fixed Rate Period"). (b) In the event that the Borrowers request a Fixed Rate Option, the Facility Agent shall provide the Borrowers with an indicative fixed base rate to apply to that Tranche for that Fixed Rate Period commencing on rather than the expiry rate specified in Clause 8.1 (Calculation of interest – Term Rate Loans) or Clause 8.2 (Calculation of interest – Compounded Rate Loans) (the "Indicative Fixed Rate"). (c) Within one Business Day of receipt of such Indicative Fixed Rate in accordance with paragraph (b) above, the Borrowers shall, in writing to the Facility Agent, irrevocably accept or reject the offer of the relevant Interest Period. Any such request shall state Indicative Fixed Rate. (d) If the amount and Borrowers accept the duration offer of the proposed Indicative Fixed Rate Period. The Bank in accordance with paragraph (c) above: (i) the Fixed Rate Option shall have no obligation to quote any such Fixed Funds Rate, but if it does so it shall contemporaneously specify the method of and latest time for acceptance of such quote. 7.4.2 If Newco accepts a quote made by the Bank under Clause 7.4.1 by the required method and prior apply to the latest time relevant Tranche for acceptance, the Bank shall as soon as reasonably practicable issue a Fixed Rate Confirmation Notice and the proposed conversion shall occur as agreed. 7.4.3 At all times during the relevant Fixed Rate PeriodPeriod and the Facility Agent shall proceed to fix the base rate for that Tranche (a "Fixed Rate") and confirm that Fixed Rate in writing to the Borrowers, interest and such Fixed Rate shall accrue on apply during the Fixed Rate Period for that Tranche at until the Fixed Funds Rate and the Mandatory Costs agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and shall be payable 3 monthly in arrears. 7.4.4 The Term Advance or Term Advances to which the Fixed Funds Rate applied shall, upon expiry end of the Fixed Rate Period applicable (subject to itany Unfixing Notice being served in accordance with paragraph (g) below); (ii) the determination of the Fixed Rate by the Facility Agent shall be conclusive and binding on the Borrowers and the Lenders and, immediately accrue subject to paragraph (g) below, the Borrowers and the Lenders may not revoke their acceptance of the Fixed Rate for any reason (including, but not limited to, due to the relevant Fixed Rate being different to the Indicative Fixed Rate); and (iii) the rate of interest on the relevant Tranche for the relevant Fixed Rate Period for that Tranche, subject to paragraph (g) below, will be the percentage rate per annum which is the aggregate of: (A) the Margin; and (B) the relevant Fixed Rate. (e) If the Borrowers reject the Indicative Fixed Rate or fail to accept it within the time permitted for acceptance or do not exercise the Fixed Rate Option, the other provisions of this Clause 8 (Interest) and Clause 9 (Interest Periods) shall apply and the rate of interest on the relevant Tranche shall be determined in accordance with Clause 7.28.1 (Calculation of interest – Term Rate Loans). (af) Newco expressly acknowledges At the end of the Fixed Rate Period for a Tranche (other than where an Unfixing Notice has been issued by the Borrowers in accordance with paragraph (g) below): (i) the Fixed Rate Option for that Tranche shall end and the Bank may enter into or may have entered into one or more other arrangements in connection with or by reference to this Agreement Fixed Rate, as determined during that Fixed Rate Period, shall no longer apply; and (ii) the rate of interest on the assumption that its source of funds relevant Tranche for payments to be made by it under such other arrangements will be, in whole or in part, payments to be received by it pursuant to this Agreement in respect of each all Interest Periods commencing after the date on which the Fixed Rate Tranche during Option ends shall be determined in accordance with Clause 8.1 (Calculation of interest – Term Rate Loans); and (iii) the other provisions of this Clause 8 (Interest) and Clause 9 (Interest Periods) shall, subject to paragraph (h), apply to the relevant Fixed Rate Tranche for the remainder of the Security Period. (bg) AccordinglyAt any time whilst the Fixed Rate Option applies to a Tranche, Newco agrees the Borrowers may, with five Business Days written notice, notify the Facility Agent that they no longer wish for the Fixed Rate to apply to that Tranche (an "Unfixing Notice"), in the event ofwhich case: (i) any default in payment by Newco of any sum under this Agreement when due in connection with a the Fixed Rate Tranche during Option and the applicable Fixed Rate Period; orPeriod for that Tranche shall end on the date specified in the Unfixing Notice; (ii) the occurrence Facility Agent shall notify the Borrowers of any Event Break Costs incurred by the Lenders as a result of Default and acceleration of repayment the unfixing of the Fixed Rate Tranche under Clause 16; orpursuant to the Unfixing Notice and promptly after such notification the Borrowers shall pay to the Facility Agent any such Break Costs; (iii) any repayment, prepayment or recovery in whole or in part of a stub interest period shall apply and shall start on the day immediately following the date on which the Fixed Rate Period ends and shall end on the next Quarter End Date and thereafter each subsequent Interest Period shall be determined in accordance with the provisions of Clause 9 (Interest Periods); (iv) the rate of interest on the relevant Tranche prior for all Interest Periods commencing after the date on which the Fixed Rate Option ends shall be determined in accordance with Clause 8.1 (Calculation of interest – Term Rate Loans); and (v) the other provisions of this Clause 8 (Interest) and Clause 9 (Interest Periods) shall, subject to paragraph (h), apply to the last day relevant Tranche for the remainder of the applicable Fixed Rate Security Period, it (an "Unfixing"). (h) If the Borrowers wish to request a fixed base interest rate for a Tranche for any period after an Unfixing in respect of that Tranche, such new fixed rate shall on demand indemnify the Bank without prejudice be determined again in accordance with paragraphs (a) to any of its other rights under the Security Documents against any cost, loss (including without limitation loss of Margin) expense or liability which the Bank has sustained or incurredd).

Fixed Rate Option. 7.4.1 Newco mayFrom time to time, on and so long as no Event of Default has occurred and is continuing, at least two Business Daysthe request of Borrower included in a Advance Request, notice all or any part of the outstanding principal balance under the Notes may bear interest at the Fixed Rate (each a "FIXED RATE LOAN"); provided that Borrower may have no more than three (3) Fixed Rate Loans outstanding at any time. To effect this option, the Advance Request must specify (a) the principal amount that is to bear interest at the Fixed Rate, which must be a minimum of $1,000,000.00, and (b) the period selected by Borrower during which the Fixed Rate is to be applied ("FIXED RATE PERIOD"), which may be any period of one, two, three, or six months, provided that Fixed Rate Periods which begin prior to any Interest the Maturity Date must mature on or prior to the Maturity Date. In addition, request for the Bank in writing to quote purposes of determining a Fixed Funds Rate Period, a month means a period starting on one day in respect of a Term Advance or Term Advances to calendar month and ending on a numerically corresponding day in the next calendar month; provided that if there is no numerically corresponding day in the month in which such Interest Date relates for a Fixed Rate Period commencing on the expiry of the relevant Interest Period. Any such request shall state the amount and the duration of the proposed Fixed Rate Period. The Bank shall have no obligation is to quote any such Fixed Funds Rateend, but or if it does so it shall contemporaneously specify the method of and latest time for acceptance of such quote. 7.4.2 If Newco accepts a quote made by the Bank under Clause 7.4.1 by the required method and prior to the latest time for acceptance, the Bank shall as soon as reasonably practicable issue a Fixed Rate Confirmation Notice and Period begins on the proposed conversion shall occur as agreed. 7.4.3 At all times during the relevant last day of a calendar month, then such Fixed Rate PeriodPeriod shall end on the last Business Day of the calendar month in which such Fixed Rate Period is to end. Borrower may convert any Base Rate Loan to a Fixed Rate Loan, or continue a Fixed Rate Loan, by making a written request therefore ("FIXED REQUEST") to the Agent by facsimile, specifying (y) the principal amount that is to bear interest shall accrue on at the Fixed Rate, which must be a minimum of $1,000,000.00, and (z) the Fixed Rate Tranche at the Fixed Funds Rate and the Mandatory Costs agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and shall be payable 3 monthly in arrears. 7.4.4 The Term Advance or Term Advances to Period selected by Borrower during which the Fixed Funds Rate applied shall, is to be applied. The Agent shall incur no liability in acting upon expiry a request which it believed in good faith had been made by a properly authorized officer of Borrower. Following the expiration of the Fixed Rate Period applicable to it, immediately accrue interest in accordance with Clause 7.2. (a) Newco expressly acknowledges that the Bank may enter into or may have entered into one or more other arrangements in connection with or by reference to this Agreement on the assumption that its source of funds for payments to be made by it under such other arrangements will be, in whole or in part, payments to be received by it pursuant to this Agreement in respect of each any Fixed Rate Tranche during Loan, interest shall automatically accrue at the relevant Fixed Rate Period. (bbased on a Fixed Rate Period of three months) Accordingly, Newco agrees that in the event of: unless Borrower (i) any default in payment by Newco of any sum under this Agreement when due in connection with a requests and receives another Fixed Rate Tranche during the applicable Fixed Rate Period; or Loan as provided in this Subsection or (ii) the occurrence of any Event of Default and acceleration of repayment of the makes a written request to Agent to have such Fixed Rate Tranche under Clause 16; or (iii) any repayment, prepayment or recovery in whole or in part of a Fixed Rate Tranche prior to Loan bear interest at the last day of the applicable Fixed Rate Period, it shall on demand indemnify the Bank without prejudice to any of its other rights under the Security Documents against any cost, loss (including without limitation loss of Margin) expense or liability which the Bank has sustained or incurredBase Rate.

Fixed Rate Option. 7.4.1 Newco (a) Subject to no ECA Event of Default or Mandatory Prepayment Event being continuing, the Borrower may, on if so instructed by the Head Lessee pursuant to clause 21.1 (General rights) of the All Parties Agreement, at least two any time prior to the fifth (5th) anniversary of the Delivery Date and upon not less than ten (10) Business Days, ' prior written notice prior to any Interest Date, the ECA Facility Agent (or such shorter period as the ECA Facility Agent may agree) request that the Bank in writing rate of interest applicable to quote a Fixed Funds Rate in respect of a Term Advance or Term Advances all the ECA Loans shall be calculated by reference to which such Interest Date relates for a Fixed Rate Period commencing on the expiry of Delivery Date or, if later, with effect from the relevant Interest Period. Any such request shall state next succeeding Payment Date, being not less than ten (10) Business Days' after the amount and the duration of the proposed Fixed Rate Period. The Bank shall have no obligation to quote any such Fixed Funds Rate, but if it does so it shall contemporaneously specify the method of and latest time for acceptance of such quote. 7.4.2 If Newco accepts a quote made by the Bank under Clause 7.4.1 by the required method and prior to the latest time for acceptance, the Bank shall as soon as reasonably practicable issue a Fixed Rate Confirmation Notice and the proposed conversion shall occur as agreed. 7.4.3 At all times during the relevant Fixed Rate Period, interest shall accrue on the Fixed Rate Tranche at the Fixed Funds Rate and the Mandatory Costs agreed in respect of that Fixed Rate Tranche under this Clause 7.4 and shall be payable 3 monthly in arrears. 7.4.4 The Term Advance or Term Advances to which the Fixed Funds Rate applied shall, upon expiry date of the Fixed Rate Period applicable Conversion Notice (the Fixed Rate Conversion Date). The request will be subject to it, immediately accrue interest in accordance with the Borrower's agreement under Clause 7.2. (a6.3(c) Newco expressly acknowledges that to the Bank may enter into or may have entered into one or more other arrangements in connection with or by reference to this Agreement on the assumption that its source of funds for payments to be made by it under such other arrangements will be, in whole or in part, payments to be received by it Fixed Rate offered pursuant to this Agreement in respect of each Fixed Rate Tranche during the relevant Fixed Rate PeriodClause 6.3(b). (b) AccordinglyFollowing receipt of a notice pursuant to Clause 6.3(a) (the Fixed Rate Conversion Notice), Newco agrees that the ECA Facility Agent shall on the date falling one (1) Business Day prior to the Fixed Rate Conversion Date determine the Fixed Rate which would be applicable to the ECA Loans as of such Fixed Rate Conversion Date and notify the same to the Borrower together with an indication of the period within which the offered Fixed Rate must be accepted which shall be no later than 5.00 p.m. London time on such date. (c) The Borrower, acting on the instructions of the Head Lessee pursuant to clause 21.1 (General rights) of the All Parties Agreement, may agree such Fixed Rate within the period specified by the ECA Facility Agent, (such agreement to be irrevocable) by providing a confirmation of its agreement substantially in the event of:form of 0 (Form of Conversion Confirmation) countersigned by the Head Lessee and the Guarantor, following which the ECA Facility Agent shall advise the Export Credit Agencies, the ECA Lenders and the Borrower of such Fixed Rate and the Fixed Rate Conversion will apply. (id) any default in payment by Newco The Borrower shall pay all costs and expenses of any sum under this Agreement when due in connection Finance Party associated with a Fixed Rate Tranche during the applicable Fixed Rate Period; or (ii) the occurrence of any Event of Default determination and acceleration of repayment arranging of the Fixed Rate Tranche under Clause 16; or (iii) any repaymentincluding commissions and costs of negotiating, prepayment or recovery drafting and executing all documentation in whole or in part of a connection with the Fixed Rate Tranche Conversion. 6.4 6.4.1 Floating rate option As at the date of this Agreement, the Floating Rate shall be the LIBOR Rate. The Borrower shall have the option, if so instructed by the Head Lessee pursuant to clause 21.1 (General Rights) of the All Parties Agreement, to switch the applicable Floating Rate from the LIBOR Rate to the [** ] Applicable Rate effective on and from the Delivery Date. The switching option is exercisable once only and shall be exercised, to take effect on the Delivery Date, by the Borrower providing an irrevocable written notice of such intention (a Floating Rate Conversion Notice), countersigned by the Head Lessee and the Guarantor, to the Facility Agent no later than ten (10) Business Days (or such shorter period as the ECA Facility Agent may agree) prior to the last day Delivery Date provided that the Borrower may only serve the Floating Rate Conversion Notice and thereafter complete the interest rate switch if no ECA Event of Default or Mandatory Prepayment Event is continuing on the applicable Fixed Rate Period, it shall date of such notice or on demand indemnify the Bank without prejudice to any of its other rights under the Security Documents against any cost, loss (including without limitation loss of Margin) expense or liability which the Bank has sustained or incurredDelivery Date.