Fixed Rate Setting. The Borrower may notify the Loan Participants of its request, pursuant to the Notice of Borrowing or at any time before the date that is six months after the Funding Date, for the Loan in respect of the Designated Aircraft to bear interest at a fixed rate (a “Fixed Rate Notice”), which Fixed Rate (as [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. defined below) shall be fixed two Business Days prior to its effective date (the “Hedge Effective Date”). Upon delivery by the Borrower of a Fixed Rate Notice to the Loan Participants, the following procedures shall apply to determine the “Fixed Rate”: (1) In the case of a Fixed Rate Notice delivered pursuant to the Notice of Borrowing, no later than 10:00 a.m. (but no earlier than 9:00 a.m.) New York time on the second Business Day prior to the Funding Date, the Loan Participants and the Borrower shall convene a conference call during which the Loan Participants will notify the Borrower of a single fixed rate of interest (without giving effect to the Applicable Margin) to be used as the basis for the calculation of the Fixed Rate for the Loan; such rate, and any other such interest rate quoted by the Loan Participants pursuant to this Section 3(b)(ii)(1) being referred to as a “Rate Quote”. Each Rate Quote shall be agreed to by each Loan Participant and shall be quoted on a market basis as the fixed rate equivalent (calculated on a bond basis) of the Loan had the Loan been priced on the basis of the LIBOR Rate (flat) (giving effect to the anticipated amortization, maturity and Hedge Effective Date of such Loan). The Borrower may accept or reject any such Rate Quote. If the Borrower rejects the Rate Quote, the Loan will initially bear interest at the Floating Rate. If the Borrower accepts such Rate Quote, the Loan Participants will advise as whether such Rate Quote is still available. If the Loan Parties advise that it is still available, then such Rate Quote shall serve as the basis for establishing the Fixed Rate. If such Rate Quote is not available any longer, at the request of the Borrower, the Loan Participants will furnish another Rate Quote and the above procedures will be utilized until a Rate Quote has been rejected or an accepted Rate Quote is determined by the Loan Participants to be available; provided that the Loan Participants shall not be obligated to quote more than five Rate Quotes in respect of any Fixed Rate Notice. If the Borrower accepts any Rate Quote (by providing oral confirmation during the applicable telephone call) during such time period and such Rate Quote is advised by the Loan Participants as remaining available, such acceptance shall be binding on the Borrower, and shall be reflected on the Mortgage Supplement as provided therein. In the event any such Rate Quote is so accepted by the Borrower, such Rate Quote plus the Adjusted Applicable Margin applicable to any Type and Tranche of the Loan shall be the “Fixed Rate” for such Type and Tranche of the Loan (subject to adjustment for the Liquidity Margin in the case of Type A Loans), effective on the Hedge Effective Date. If the Borrower does not accept any Rate Quote in accordance with the terms of this Section 3(b)(ii)(1), the Loan shall be initially funded as a Floating Rate Loan. (2) If the Loan is initially funded as a Floating Rate Loan, regardless of whether the Borrower requested a Rate Quote in the Notice of Borrowing, at any time within six months of the Funding Date, the Borrower may request that the Loan be converted into a Fixed Rate Loan so as to bear interest at [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. a fixed rate effective on any Interest Payment Date or the fifth Business Day after the Borrower’s delivery of the Fixed Rate Notice (the “Fixed Rate Conversion Date”), in each case, as the Borrower may designate in the Fixed Rate Notice and so long as the Fixed Rate Conversion Date occurs on or before the last day of such six month period (the “Fixed Rate Conversion Option”). In order to exercise the Fixed Rate Conversion Option, subject to the other terms of this subparagraph (2), the Borrower shall furnish to the Loan Participants a Fixed Rate Notice of such exercise no later than five Business Days prior to the intended Fixed Rate Conversion Date. No later than 10:00 a.m. (but no earlier than 9:00 a.m.) New York time on the third Business Day prior to the Fixed Rate Conversion Date, the Loan Participants and the Borrower shall convene a conference call during which the Loan Participants will notify the Borrower of a single fixed rate of interest (without giving effect to the Applicable Margin) to be used as the basis for the calculation of the Fixed Rate for the Loan; such rate, and any other such interest rate quoted by the Loan Participants pursuant to this Section 3(b)(ii)(2) being referred to as a “Conversion Rate Quote”. Each Conversion Rate Quote shall be agreed to by each Loan Participant and shall be quoted on a market basis as the fixed rate equivalent (calculated on a bond basis) of the Loan had the Loan been priced on the basis of the LIBOR Rate (flat) (giving effect to the amortization, maturity and Fixed Rate Conversion Date of such Loan). The Borrower may accept or reject any such Conversion Rate Quote. If the Borrower rejects the Conversion Rate Quote, the Loan will continue to bear interest at the Floating Rate. If the Borrower accepts such Conversion Rate Quote, the Loan Participants will advise as whether such Conversion Rate Quote is still available. If the Loan Parties advise that it is still available, then such Conversion Rate Quote shall serve as the basis for establishing the Fixed Rate. If such Conversion Rate Quote is not available any longer, at the request of the Borrower, the Loan Participants will furnish another Conversion Rate Quote and the above procedures will be utilized until a Conversion Rate Quote has been rejected or an accepted Conversion Rate Quote is determined by the Loan Participants to be available; provided that the Loan Participants shall not be obligated to quote more than five Conversion Rate Quotes in respect of any Fixed Rate Notice. If the Borrower accepts any Conversion Rate Quote (by providing oral confirmation during the applicable telephone call) during such time period and such Conversion Rate Quote is advised by the Loan Participants as remaining available, such acceptance shall be binding on the Borrower and such Conversion Rate Quote shall be promptly confirmed to the Borrower in writing by the Loan Participants. In the event any such Conversion Rate Quote is so accepted by the Borrower, such Conversion Rate Quote plus the Adjusted Applicable Margin applicable to any Type and Tranche of the Loan shall be the “Fixed Rate” for such Type and Tranche of the Loan (subject to adjustment for the Liquidity Margin in the case of Type A Loans), effective on the Fixed Rate Conversion Date, and the Borrower and the Security Trustee shall execute and deliver a supplement to the Mortgage [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. specifying the Fixed Rate applicable to each Tranche and Type of Loan Certificates; provided that if the Fixed Rate Conversion Date is not an Interest Payment Date, the Borrower shall compensate each Loan Participant for any LIBOR Break Amount. If the Borrower does not accept any Conversion Rate Quote in accordance with the terms of this Section 3(b)(ii)(2), the Loan shall remain a Floating Rate Loan. No Fixed Rate Notice may be furnished if a Special Default shall have occurred and be continuing. (3) For the avoidance of doubt, the Fixed Rate applicable to the Type A Loans and the Type B Loans will vary as a consequence of the different Applicable Margin applicable to each Type. In addition, insofar as the Liquidity Margin will be different for each Tranche of Type A Loans, the Fixed Rate for the different Tranches of Type A Loan will vary. (4) The Borrower understands and acknowledges that in order to provide any Fixed Rate the Loan Participants may be entering into one or more interest rate swaps or other hedging transactions (which may be effected internally or externally), and that it has assessed the risks (including but not limited to risks in relation to any Hedge Breakage Loss), benefits and consequences of obtaining a fixed interest so as to procure a fixed rate funding. The Borrower confirms that it is solely responsible for any decision to select a Fixed Rate, having relied on its own independent business judgment and advisers in connection with the Agreement.
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Fixed Rate Setting. The Borrower may notify the Loan Participants Agent of its request, pursuant to the Notice of Borrowing or at any time before the date that is six months after the Funding Date, for the Loan in respect of the any Designated Aircraft Aircraft, to have such Loan bear interest at a fixed rate (a “Fixed Rate Notice”), which Fixed Rate (as [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. defined below) shall be fixed two Business Days prior to its the Funding Date of such Designated Aircraft and be effective date on such Funding Date (the “Hedge Swap Effective Date”). Upon delivery by the Borrower of a Fixed Rate Notice to the Loan ParticipantsAgent, the following procedures shall apply to determine the “Fixed Swap Rate”:
(1) In The Agent will notify the case Loan Participants of the Swap Effective Date and provide a copy of the Fixed Rate Notice delivered pursuant to the Notice of Borrowing, no each thereof. No later than 10:00 a.m. (but no earlier than 9:00 a.m.) New York time on the second fourth Business Day prior to the Funding DateDate for the applicable Designated Aircraft, the Loan Participants and the Borrower shall convene a conference call during which the Loan Participants Agent will notify the Borrower (with a copy to the Loan Participants) of a single fixed rate of interest (without giving effect the “Agent Quote”) for the Swap Rate applicable to the Applicable Margin) to be used as the basis Loan for the calculation of the Fixed Rate for the Loan; such rate, and any other such interest rate quoted by the Loan Participants pursuant to this Section 3(b)(ii)(1) being referred to as a “Rate Quote”Designated Aircraft. Each Rate The Agent Quote shall be agreed to by each Loan Participant and shall be quoted on a market basis as the fixed rate equivalent (calculated on a bond basis) of the Loan had the Loan been priced derived on the basis of the LIBOR Rate (flat) an Internal Swap Transaction (giving effect to the anticipated amortization, maturity and Hedge Swap Effective Date of such Loan). The In accordance with timing procedures to be agreed, the Borrower may shall either accept or reject any such Rate the Agent Quote. If ; provided, that acceptance of the Borrower rejects Agent Quote over the Rate Quote, telephone shall be deemed a legally valid and binding acceptance thereof by the Loan will initially bear interest at the Floating RateBorrower. If the Borrower accepts such Rate Agent Quote, the Loan Participants such interest rate will advise as whether such Rate Quote is still available. If the Loan Parties advise that it is still available, then such Rate Quote shall serve as the basis for establishing the Fixed Rate. If such Rate Quote is not available any longer, at the request of the Borrower, the Loan Participants will furnish another Rate Quote and the above procedures will be utilized until a Rate Quote has been rejected or an accepted Rate Quote is determined by the Loan Participants to be available; provided that the Loan Participants shall not be obligated to quote more than five Rate Quotes in respect of any Fixed Rate Notice. If the Borrower accepts any Rate Quote (by providing oral confirmation during the applicable telephone call) during such time period and such Rate Quote is advised by the Loan Participants as remaining available, such acceptance shall be binding on the Borrower, and shall be reflected on the Mortgage Supplement as provided therein. In the event any such Rate Quote is so accepted by the Borrower, such Rate Quote plus the Adjusted Applicable Margin applicable to any Type and Tranche of the Loan shall be the “Fixed Swap Rate” for such Type and Tranche of the applicable Loan (subject to adjustment for the Liquidity Margin in the case of Type A Loans), effective on the Hedge Swap Effective Date. If the Borrower does not accept any Rate Quote in accordance with the terms of this Section 3(b)(ii)(1), the Loan shall be initially funded as a Floating Rate Loan.
(2) If the Loan is initially funded as a Floating Rate Loan, regardless of whether the Borrower requested a Rate Quote in the Notice of Borrowing, at any time within six months of the Funding Date, the Borrower may request that the Loan be converted into a Fixed Rate Loan so as to bear interest at [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. a fixed rate effective on any Interest Payment Date or the fifth Business Day after the Borrower’s delivery of the Fixed Rate Notice (the “Fixed Rate Conversion Date”), in each case, as the Borrower may designate in the Fixed Rate Notice and so long as the Fixed Rate Conversion Date occurs on or before the last day of such six month period (the “Fixed Rate Conversion Option”). In order to exercise the Fixed Rate Conversion Option, subject to the other terms of this subparagraph (2), the Borrower Agent shall furnish to the Loan Participants a Fixed Rate Notice of such exercise no later than five Business Days prior to the intended Fixed Rate Conversion Date. No later than 10:00 a.m. (but no earlier than 9:00 a.m.) New York time on the third Business Day prior to the Fixed Rate Conversion Date, promptly notify the Loan Participants and Security Trustee of the Borrower shall convene a conference call during which the Loan Participants will notify the Borrower of a single fixed rate of interest (without giving effect to the Applicable Margin) to be used as the basis Swap Rate, if any, for the calculation of the Fixed Rate for the Loan; such rate, and any other such interest rate quoted by the applicable Loan Participants pursuant to this Section 3(b)(ii)(2) being referred to as a “Conversion Rate Quote”. Each Conversion Rate Quote shall be agreed to by each Loan Participant and shall be quoted on a market basis as the fixed rate equivalent (calculated on a bond basis) of the Loan had the Loan been priced on the basis of the LIBOR Rate (flat) (giving effect to the amortization, maturity and Fixed Rate Conversion Date of such Loan). The Borrower may accept or reject any such Conversion Rate Quote. If the Borrower rejects the Conversion Rate Quote, the Loan will continue to bear interest at the Floating Rate. If the Borrower accepts such Conversion Rate Quote, the Loan Participants will advise as whether such Conversion Rate Quote is still available. If the Loan Parties advise that it is still available, then such Conversion Rate Quote shall serve as the basis for establishing the Fixed Rate. If such Conversion Rate Quote is not available any longer, at the request of the Borrower, the Loan Participants will furnish another Conversion Rate Quote and the above procedures will be utilized until a Conversion Rate Quote has been rejected or an accepted Conversion Rate Quote is determined by the Loan Participants to be available; provided that the Loan Participants shall not be obligated to quote more than five Conversion Rate Quotes in respect of any Fixed Rate Notice. If the Borrower accepts any Conversion Rate Quote (by providing oral confirmation during the applicable telephone call) during such time period and such Conversion Rate Quote is advised by the Loan Participants as remaining available, such acceptance shall be binding on the Borrower and such Conversion Rate Quote shall be promptly confirmed to the Borrower in writing by the Loan Participants. In the event any such Conversion Rate Quote is so accepted by the Borrower, such Conversion Rate Quote plus the Adjusted Applicable Margin applicable to any Type and Tranche of the Loan shall be the “Fixed Rate” for such Type and Tranche of the Loan (subject to adjustment for the Liquidity Margin in the case of Type A Loans), effective on the Fixed Rate Conversion Date, and the Borrower and the Security Trustee shall execute and deliver a supplement to the Mortgage [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. specifying the Fixed Rate applicable to each Tranche and Type of Loan Certificates; provided that if the Fixed Rate Conversion Date is not an Interest Payment Date, the Borrower shall compensate each Loan Participant for any LIBOR Break Amount. If the Borrower does not accept any Conversion Rate Quote in accordance with the terms of this Section 3(b)(ii)(2), the Loan shall remain a Floating Rate Loan. No Fixed Rate Notice may be furnished if a Special Default shall have occurred and be continuingabove procedures.
(3) For During the avoidance period prior to the Funding Date in respect of doubtany Designated Aircraft, the Fixed Rate applicable parties hereto will further contemplate entering into a mutually acceptable arrangement designed to enable the Type A Loans and the Type B Loans will vary as a consequence Borrower to hedge or otherwise lock-in an interest rate in respect of the different Applicable Margin applicable Loan to each Type. In addition, insofar as the Liquidity Margin will be different for each Tranche of Type A Loans, the Fixed Rate for the different Tranches of Type A Loan will varymade on such Funding Date on a forward basis.
(4) The Borrower understands and acknowledges that in order to provide any Fixed Rate the Loan Participants may be entering into one or more interest rate swaps or other hedging transactions (which may be effected internally or externally), and that it has assessed the risks (including but not limited to risks in relation to any Hedge Breakage Loss), benefits and consequences of obtaining a fixed interest so as to procure a fixed rate funding. The Borrower confirms that it is solely responsible for any decision to select a Fixed Rate, having relied on its own independent business judgment and advisers in connection with the Agreement.
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Sources: Facility Agreement (Atlas Air Worldwide Holdings Inc)
Fixed Rate Setting. The Borrower may notify the Loan Participants of its request, pursuant to the Notice of Borrowing or at any time before the date that is six months after the Funding Date, for the Loan in respect of the Designated Aircraft to bear interest at a fixed rate (a “Fixed Rate Notice”), which Fixed Rate (as [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. defined below) shall be fixed two Business Days prior to its effective date (the “Hedge Effective Date”). Upon delivery by the Borrower of a Fixed Rate Notice to the Loan Participants, the following procedures shall apply to determine the “Fixed Rate”:
(1) In the case of a Fixed Rate Notice delivered pursuant to the Notice of Borrowing, no later than 10:00 a.m. (but no earlier than 9:00 a.m.) New York time on the second Business Day prior to the Funding Date, the Loan Participants and the Borrower shall convene a conference call during which the Loan Participants will notify the Borrower of a single fixed rate of interest (without giving effect to the Applicable Margin) to be used as the basis for the calculation of the Fixed Rate for the Loan; such rate, and any other such interest rate quoted by the Loan Participants pursuant to this Section 3(b)(ii)(1) being referred to as a “Rate Quote”. Each Rate Quote shall be agreed to by each Loan Participant and shall be quoted on a market basis as the fixed rate equivalent (calculated on a bond basis) of the Loan had the Loan been priced on the basis of the LIBOR Rate (flat) (giving effect to the anticipated amortization, maturity and Hedge Effective Date of such Loan). The Borrower may accept or reject any such Rate Quote. If the Borrower rejects the Rate Quote, the Loan will initially bear interest at the Floating Rate. If the Borrower accepts such Rate Quote, the Loan Participants will advise as whether such Rate Quote is still available. If the Loan Parties advise that it is still available, then such Rate Quote shall serve as the basis for establishing the Fixed Rate. If such Rate Quote is not available any longer, at the request of the Borrower, the Loan Participants will furnish another Rate Quote and the above procedures will be utilized until a Rate Quote has been rejected or an accepted Rate Quote is determined by the Loan Participants to be available; provided that the Loan Participants shall not be obligated to quote more than five Rate Quotes in respect of any Fixed Rate Notice. If the Borrower accepts any Rate Quote (by providing oral confirmation during the applicable telephone call) during such time period and such Rate Quote is advised by the Loan Participants as remaining available, such acceptance shall be binding on the Borrower, and shall be reflected on the Mortgage Supplement as provided therein. In the event any such Rate Quote is so accepted by the Borrower, such Rate Quote plus the Adjusted Applicable Margin applicable to any Type and Tranche of the Loan shall be the “Fixed Rate” for such Type and Tranche of the Loan (subject to adjustment for the Liquidity Margin in the case of Type A Loans), effective on the Hedge Effective Date. If the Borrower does not accept any Rate Quote in accordance with the terms of this Section 3(b)(ii)(1), the Loan shall be initially funded as a Floating Rate Loan.
(2) If the Loan is initially funded as a Floating Rate Loan, regardless of whether the Borrower requested a Rate Quote in the Notice of Borrowing, at any time within six months of the Funding Date, the Borrower may request that the Loan be converted into a Fixed Rate Loan so as to bear interest at [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. a fixed rate effective on any Interest Payment Date or the fifth Business Day after the Borrower’s delivery of the Fixed Rate Notice (the “Fixed Rate Conversion Date”), in each case, as the Borrower may designate in the Fixed Rate Notice and so long as the Fixed Rate Conversion Date occurs on or before the last day of such six month period (the “Fixed Rate Conversion Option”). In order to exercise the Fixed Rate Conversion Option, subject to the other terms of this subparagraph (2), the Borrower shall furnish to the Loan Participants a Fixed Rate Notice of such exercise no later than five Business Days prior to the intended Fixed Rate Conversion Date. No later than 10:00 a.m. (but no earlier than 9:00 a.m.) New York time on the third Business Day prior to the Fixed Rate Conversion Date, the Loan Participants and the Borrower shall convene a conference call during which the Loan Participants will notify the Borrower of a single fixed rate of interest (without giving effect to the Applicable Margin) to be used as the basis for the calculation of the Fixed Rate for the Loan; such rate, and any other such interest rate quoted by the Loan Participants pursuant to this Section 3(b)(ii)(2) being referred to as a “Conversion Rate Quote”. Each Conversion Rate Quote shall be agreed to by each Loan Participant and shall be quoted on a market basis as the fixed rate equivalent (calculated on a bond basis) of the Loan had the Loan been priced on the basis of the LIBOR Rate (flat) (giving effect to the amortization, maturity and Fixed Rate Conversion Date of such Loan). The Borrower may accept or reject any such Conversion Rate Quote. If the Borrower rejects the Conversion Rate Quote, the Loan will continue to bear interest at the Floating Rate. If the Borrower accepts such Conversion Rate Quote, the Loan Participants will advise as whether such Conversion Rate Quote is still available. If the Loan Parties advise that it is still available, then such Conversion Rate Quote shall serve as the basis for establishing the Fixed Rate. If such Conversion Rate Quote is not available any longer, at the request of the Borrower, the Loan Participants will furnish another Conversion Rate Quote and the above procedures will be utilized until a Conversion Rate Quote has been rejected or an accepted Conversion Rate Quote is determined by the Loan Participants to be available; provided that the Loan Participants shall not be obligated to quote more than five Conversion Rate Quotes in respect of any Fixed Rate Notice. If the Borrower accepts any Conversion Rate Quote (by providing oral confirmation during the applicable telephone call) during such time period and such Conversion Rate Quote is advised by the Loan Participants as remaining available, such acceptance shall be binding on the Borrower and such Conversion Rate Quote shall be promptly confirmed to the Borrower in writing by the Loan Participants. In the event any such Conversion Rate Quote is so accepted by the Borrower, such Conversion Rate Quote plus the Adjusted Applicable Margin applicable to any Type and Tranche of the Loan shall be the “Fixed Rate” for such Type and Tranche of the Loan (subject to adjustment for the Liquidity Margin in the case of Type A Loans), effective on the Fixed Rate Conversion Date, and the Borrower and the Security Trustee shall execute and deliver a supplement to the Mortgage [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. specifying the Fixed Rate applicable to each Tranche and Type of Loan Certificates; provided that if the Fixed Rate Conversion Date is not an Interest Payment Date, the Borrower shall compensate each Loan Participant for any LIBOR Break Amount. If the Borrower does not accept any Conversion Rate Quote in accordance with the terms of this Section 3(b)(ii)(2), the Loan shall remain a Floating Rate Loan. No Fixed Rate Notice may be furnished if a Special Default shall have occurred and be continuing.
(3) For the avoidance of doubt, the Fixed Rate applicable to the Type A Loans and the Type B Loans will vary as a consequence of the different Applicable Margin applicable to each Type. In addition, insofar as the Liquidity Margin will be different for each Tranche of Type A Loans, the Fixed Rate for the different Tranches of Type A Loan will vary.
(4) The Borrower understands and acknowledges that in order to provide any Fixed Rate the Loan Participants may be entering into one or more interest rate swaps or other hedging transactions (which may be effected internally or externally), and that it has assessed the risks (including but not limited to risks in relation to any Hedge Breakage Loss), benefits and consequences of obtaining a fixed interest so as to procure a fixed rate funding. The Borrower confirms that it is solely responsible for any decision to select a Fixed Rate, having relied on its own independent business judgment and advisers in connection with the Agreement.
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