Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing hereunderborrow Revolving Loans hereunder (excluding Mandatory Borrowings), it the Parent and such Borrower shall give the Facility Administrative Agent at its Notice Office office set forth in Section 11.2 prior written notice (or telephonic notice promptly confirmed in writing) (i) no later than 10:30 A.M. on the date of each ABR Advance and (ii) no later than 11:00 A.M. at least three Business Days’ Days prior written notice to the date of each Loan Core Currency Advance, in each case to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 10:30 A.M. (Frankfurt time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent day in the case of clause (i) above and 11:00 A.M. on such day in the first Initial Borrowing Date)case of clause (ii) above. Each such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given by the Parent and the applicable Borrower substantially in the form of Exhibit AC, appropriately completed to specify (iA) the portion name of the Total Commitment to be utilized on such Borrowing Dateapplicable Borrower, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivB) the date of such Borrowing borrowing (which shall be a Business Day), (vC) the applicable Currency for such Revolving Loans, (D) the aggregate principal amount of the Revolving Loans to be made (stated in the applicable Currency), (E) in the case of Revolving Loans in Dollars, whether the Revolving Loans being made are to be initially maintained as ABR Advances or Core Currency Advances and (F) in the case of Core Currency Advances, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowingborrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject The U.S. Borrower shall have delivered to the second parenthetical Administrative Agent, an appropriate Notice of Borrowing, duly executed and completed, by the time specified in, and otherwise as permitted by Section 2.02. The documents referred to in this Section 2.02(a)(ii)4.01 shall be delivered to the Administrative Agent no later than the Closing Date. The certificates and opinions referred to in this Section 4.01 shall be dated the Closing Date. Without limiting the generality of the provisions of Section 9.04, whenever for purposes of determining compliance with the Borrower desires to make a Borrowing hereunderconditions specified in this Section 4.01, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided Lender that any such notice has signed this Agreement shall be deemed to have been given consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Promptly after the Closing Date occurs, the Administrative Agent shall notify the U.S. Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding on a certain day only if given before 11:00 A.M. all parties hereto. Notwithstanding anything in this Agreement to the contrary it is understood that, to the extent any security interest in the Collateral (Frankfurt timeother than (1) (unless such 11:00 A.M. deadline is waived any Collateral the security interest in which may be perfected by the Facility Agent in the case filing of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing DateUCC financing statement, (ii2) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due U.S. Borrower and owing under the relevant Construction Contract to be funded Domestic Guarantors by intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office or (3) by the delivery of certificates representing the Equity Interests of the U.S. Borrower, the Acquired Business and their respective Domestic Subsidiaries) is not perfected or, with respect to (a) any Mortgages, (b) any Collateral, the pledge of which requires a filing in any foreign jurisdiction, and (c) any Foreign Collateral Documents, are not provided on the Closing Date after the U.S. Borrower’s and Parent’s use of commercially reasonable efforts to do so, the perfection or provision of such security interest will not constitute a condition precedent to the availability of the initial Loans to be incurred and other Credit Extensions on such Borrowing the Closing Date, but the Dollar Equivalent of U.S. Borrower and Parent agree to perfect such security interest no later than 90 days after the portion of the Total Commitment Closing Date (subject to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required extension by the immediately preceding sentence to be specified Administrative Agent in the Notice of Borrowingits reasonable discretion).

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (viiv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viiv) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s (or, in the case of the Initial Borrowing Date, same Business Day’s) prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1 or another form acceptable to the Administrative Agent, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute B-1 Term Loans, B-2 Term Loans or Revolving Loans, it being understood that the incurrence of B-2 Term Loans shall be subject to the restrictions contained in sub-clause (w) of Section 2.01(a)(ii), (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto thereto, and (viv) in the case of a Borrowing of Term Loans prior to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts Merger Closing Date, detailed calculations of the YardBlocked Amount (with a breakdown to show the B-1 Blocked Amount, Hermes and/or the provider of B-2 Blocked Amount and the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility AgentBridge Loan Blocked Amount). The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of any Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject (a) When the Borrowers desire to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing incur Loans hereunder, it an Authorized Representative of the Borrowers shall give the Facility Administrative Agent at its the Notice Office at least (x) in the case of the borrowing of Eurodollar Rate Loans, three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) or (y) in the case of the borrowing of Base Rate Loans, one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in each Loan case, of the Loans to be made incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. a.m. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such Such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given in writing by the Borrower substantially Borrowers in the form of Exhibit AG, appropriately completed to specify (i) the portion Class of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Datepursuant to the Borrowing, (ii) the Dollar Equivalent aggregate principal amount of the portion of the Total Commitment Loans to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsincurred pursuant to the Borrowing, (iviii) the date of such the Borrowing (which shall be a Business Day), (iv) the Type of Loans comprising the Borrowing, (v) in the case of Eurodollar Rate Loans, the initial Interest Period to be applicable thereto to such Eurodollar Rate Loans and (vi) to which account(s) accounts the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)deposited. The Facility Administrative Agent shall promptly give each applicable Lender which is required to make Loans, notice of such proposed the Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the Borrowers fail to specify a Type of Loan in the Notice of Borrowing, then the Loans shall be made as Base Rate Loans.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Term Loans under any Tranche hereunder, it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Term Loan of such Tranche to be made hereunder and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan of such Tranche to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateits sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment Term Loans of such Tranche to be utilized on made pursuant to such Borrowing DateBorrowing, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (viii) whether the initial Term Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or LIBO Rate Term Loans and (iv) in the case of LIBO Rate Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender under such Tranche which is required to make LoansTerm Loans of such Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject 4.1.1. For each request for an Advance, Borrower Agent shall deliver to Administrative Agent a fully executed Notice of Borrowing at least five (5) Business Days prior to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing requested Credit Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, Borrowing shall be irrevocable and shall specify and include (A) the amount of the Advance, which amount when aggregated with all other Advances in respect of the Approved Financing shall not exceed the BB Nominal Value for the Approved Financing in respect of which such Advance is being made (B) the requested Credit Date for such Advance, (C) a certification that all conditions precedent to an Advance have been (or as of the requested Credit Date will be) satisfied, (D) a Borrowing Base Certificate (which certificate must be given by dated no later than five (5) Business Days prior to the Borrower substantially actual Credit Date for such Advance), (E) with respect to any Approved Subsequent Credit Date, the aggregate principal amount previously Advanced in the form respect of Exhibit Asuch Approved Financing, appropriately completed to specify (iF) the portion of the Total Commitment Advance, if any, that will be used by the Applicable Borrower Subsidiary to be utilized on such Borrowing Date, fund a draw request under a Delayed Draw Financing and (iiG) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to each Delayed Draw Financing, a true and complete copy of the installment payments due and owing under the relevant Construction Contract to be funded request for borrowing delivered by the Loans to Underlying Borrower requesting that an advance be incurred on made under each such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date Delayed Draw Financing and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)its corresponding Underlying Financing Agreement. The Facility Agent Borrowers shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of deliver a new Borrowing Base Certificate (replacing the other matters required by the immediately preceding sentence to be specified in certificate delivered with the Notice of Borrowing) to Administrative Agent if the requested Advance is not made by Lenders within five (5) Business Days after the date on which the Borrowing Base Certificate referred to in clause (D) above (or any replacement thereof) was delivered. Promptly upon receipt by Administrative Agent of such Notice of Borrowing, Administrative Agent shall notify Lenders of the requested borrowing and each Lender’s Applicable Percentage thereof.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower Whenever Company desires to make a Borrowing of a Bridge Loan hereunder, it Company shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on deliver a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each or telephonic notice promptly confirmed in writing) of borrowing substantially in the form of Exhibit 2.5 hereto (each, a “Notice of Borrowing”) to Administrative Agent at its Notice Address at least three Business Days before the anticipated Funding Date of any such Bridge Loan, given not later than 11:00 a.m. (London time); provided, except as otherwise expressly provided in Section 2.08however, that a Notice of Borrowing may, at the discretion of Administrative Agent, be delivered later than the time specified above. Each Notice of Borrowing shall be irrevocable, shall be irrevocable deemed a representation by Company that all conditions precedent to such Borrowing have been satisfied and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment Bridge Loans to be utilized on such Borrowing Datemade, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such the Borrowing (which shall be a Business Day), ) and (viii) the initial Interest Period to be applicable thereto (vi) provided that if Company shall have failed to which account(s) specify the proceeds Interest Period of such Bridge Loans are (and shall not have promptly responded to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar EquivalentAdministrative Agent’s request for such information), (vii) that all representations and warranties made by each Credit Party, in or pursuant Company shall be deemed to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as requested an Interest Period of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agentone month). The Facility Administrative Agent shall as promptly as practicable give each Lender which is required to make Loans, written or telephonic notice (promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s proportionate share Pro Rata Share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. Without in any way limiting Company and Company’s obligation to confirm in writing any telephonic notice, Administrative Agent may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of Company prior to receipt of written confirmation. Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on Company with respect to evidence of the time and terms of such telephonic Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing incur (i) Eurodollar Loans or Bankers’ Acceptance Loans hereunder, it such Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan or Bankers’ Acceptance Loan to be incurred hereunder and (ii) Base Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing) or Canadian Prime Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing or to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 1.01(b)) hereunder, such Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice (or such shorter period as agreed to by the Administrative Agent in its sole discretion) of each Base Rate Loan or Canadian Prime Rate Loan to be incurred hereunder; provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent day, in the case of the first Initial Borrowing Date)Revolving Loans. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount or Face Amount, as the case may be, of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, (stated in the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsAvailable Currency), (ivii) the date of such Borrowing (which shall be a Business Day), (viii) in the case of a Borrowing of Revolving Loans, whether the Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), (iv) in the case of U.S. Dollar Denominated Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and if, Eurodollar Loans, the initial Interest Period to be applicable thereto thereto, (v) in the case of Canadian Dollar Denominated Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing shall consist of Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of Schedule 1.01(b)) and (vi) to which account(s) whether the proceeds of such Loans are to be deposited (it being understood that incurred pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) shall constitute U.S. Facility Revolving Loans or Canadian Facility Revolving Loans. Except in the Dollar Availability on such Borrowing Date together with calculations evidencing case of Agent Advances, the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, under a Tranche notice of such proposed BorrowingBorrowing under such Tranche, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing hereunderincur Revolving Loans hereunder (excluding Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), it shall give the Facility Administrative Agent at its the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan or Bankers’ Acceptance Loan to be made incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given by the respective Borrower substantially in the form of Exhibit A, A appropriately completed to specify (i) the portion name of the Total Commitment to be utilized on such Borrowing DateBorrower or Borrowers, (ii) whether the Loans to be made on such Borrowing Date shall consist aggregate principal amount (or Face Amount, as the case may be) of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Revolving Loans to be incurred on pursuant to such Borrowing Date, (stated in the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsapplicable currency), (iviii) the date of such Borrowing (which shall be a Business Day), (iv) in the case of Dollar Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans, (v) in the case of Canadian Revolving Loans, whether the Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yardthereto, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), and (vii) that all representations and warranties made by each Credit Partywhether the Revolving Loans are Dollar Revolving A Loans, in Dollar Revolving B Loans, Canadian Revolving A Loans or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Canadian Revolving B Loans. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansRevolving Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to (a) The US Borrower (on its own behalf and on behalf of the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it UK Borrower) shall give the Facility Administrative Agent at its Notice the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans (i) prior to 12:00 Noon (Local Time) at least three Business Days’ Days prior written to the date of Borrowing of Term Loans if all or any of such Term Loans are to be initially Eurodollar Loans and (ii) prior to 10:00 a.m.(New York time) on the date of the Borrowing of Term Loans if all such Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Revolving Credit Loans or Extended Revolving Credit Loans pursuant to Section 2.3(b) and each Loan notice of a Borrowing of Swingline Loans pursuant to be made hereunderSection 2.3(c), provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion borrower of the Total Commitment to Term Loans, which shall be utilized on such Borrowing Dateeither the US Borrower or the UK Borrower, (ii) whether the Loans currency in which the Borrowing is to be made on such Borrowing Date made, which shall consist of Tranche A Loans be either Dollars or Tranche B LoansEuro, (iii) if the Borrower and/or aggregate principal amount of the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Term Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsmade, (iv) the date of such Borrowing the borrowing (which shall be a Business DayDay and (other than in the case of the Term Loans made available pursuant to Section 2.1(a)(iii), (iv), (v) and (vi)) shall be the initial Funding Date) and (v) whether the Term Loans shall consist of ABR Loans and/or Eurodollar Term Loans and, if the Term Loans are to include Eurodollar Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Term Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 2:00 P.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, (stated in the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsrelevant currency), (ivii) the date of such Borrowing (which shall be a Business Day)) and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, (v) to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to (a) Whenever the second parenthetical in Section 2.02(a)(ii)Borrower, whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ ' prior written notice of each Eurodollar Loan to be made incurred hereunder and (y) Base Rate Loans hereunder, it shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt Chicago time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day)) and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, (v) to the extent permitted hereunder Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment Commitments to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Whenever Borrower desires to make a Borrowing of any Loan hereunder, it shall give the Facility Agent at its Notice Office office located at One Bankers Trust Plaza, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as the Agent may hereafter designate in writing to the parties hereto) (the "NOTICE ADDRESS") at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 P.M. (New York City time) of each Base Rate Loan, and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 P.M. (New York City time), of each Eurodollar Loan to be made hereunder; PROVIDED, provided HOWEVER, that any such notice a Notice of Borrowing with respect to Borrowings to be made on the date hereof may, at the discretion of Agent, be delivered later than the time specified above. Whenever Borrower desires that Swing Line Lender make a Swing Line Loan under SECTION 2.1(d), it shall be deemed deliver to have been given on a certain day only if given before Swing Line Lender prior to 11:00 A.M. (Frankfurt New York City time) on the date of Borrowing written notice (unless such 11:00 A.M. deadline is waived by the Facility Agent or telephonic notice promptly confirmed in the case of the first Initial Borrowing Datewriting). Each such written notice (each a “Notice of Borrowing”"NOTICE OF BORROWING"), except as otherwise expressly provided in Section 2.08, which shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit AEXHIBIT 2.5 hereto, appropriately completed shall be irrevocable, shall be deemed a representation by Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day)) and (iii) whether the Loans being made pursuant to such Borrowing are to be Base Rate Loans or Eurodollar Loans and, (v) with respect to Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Agent shall as promptly as practicable give each Lender which is required to make Loans, written or telephonic notice (promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s proportionate share 's Commitment Percentage thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. Without in any way limiting Borrower's obligation to confirm in writing any telephonic notice, Agent or the Swing Line Lender (in the case of Swing Line Loans) may act without liability upon the basis of telephonic notice reasonably believed by Agent in good faith to be from a Responsible Officer of Borrower prior to receipt of written confirmation. Agent's records shall, absent demonstrable error, be final, conclusive and binding on Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it shall give the Facility Administrative Agent written notice (or telephonic notice promptly confirmed in writing) at its the Notice Office at least three two (2) Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify (i) the portion date of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business DayDay after the Effective Date but, in the case of the Initial Borrowing Date, no later than November 30, 2006), (vii) the amount of the Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, written notice (or telephonic notice promptly confirmed in writing) of such proposed Borrowing, the Borrowing of such Lender’s proportionate share thereof the Loans and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make Each request for a Borrowing hereunder(other than a Continuation or Conversion, it which will be subject to Section 2.10) shall give the Facility Agent at its Notice Office at least three Business Days’ prior be made by an Authorized Officer by delivering written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent request substantially in the case form of the first Initial Borrowing Date). Each such written notice Exhibit B-1 hereto (each such notice, a “Notice of Borrowing”) or by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of a Notice of Borrowing), except as otherwise expressly provided and in Section 2.08, any event each such request shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such the Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans, Revolving Loans or Swing Loans, (iv) the Type of Loans such Borrowing will consist of, and (v) if applicable, the initial Interest Period or the Swing Loan Maturity Date (which shall be at least five (5) Business Days after the date of such Borrowing). Without in any way limiting the obligation of the Borrowers to confirm in writing any telephonic notice permitted to be applicable thereto (vi) given hereunder, the Administrative Agent may act prior to which account(s) receipt of written confirmation without liability upon the proceeds basis of such Loans are telephonic notice believed by the Administrative Agent in good faith to be deposited (it being understood that pursuant from an Authorized Officer entitled to Section 2.04 the Borrower may designate one or more accounts give telephonic notices under this Agreement on behalf of the YardBorrowers. In each such case, Hermes and/or the provider Administrative Agent’s record of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as terms of such date) and no Event of Default is or will telephonic notice shall be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)conclusive absent manifest error. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Class specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment Commitments to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such LenderLxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign ​ -41- ​ ​ ​ Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the The Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its notice pursuant to a Loan Notice Office at least three Business Days’ prior written or telephonic notice of each borrowing of Revolving Loans. Each Loan to be made hereunder, provided that any such notice Notice shall be deemed delivered to have been given the Administrative Agent before 12:00 P.M. on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent Business Day prior to the date of the requested borrowing in the case of Base Rate Loans, and on the first Initial Borrowing Date)third Business Day prior to the date of the requested borrowing in the case of Eurodollar Loans. Each such written notice (each a “Notice request for borrowing shall be irrevocable, shall contain certifications of Borrowing”), except as otherwise expressly provided the Borrower with respect to the conditions set forth in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially 5.2 clauses (b) through (d) in the form of Exhibit AC, appropriately completed to and shall specify (iA) the portion of the Total Commitment to be utilized on such Borrowing Datethat a Revolving Loan is requested, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivB) the date of such Borrowing the requested borrowing (which shall be a Business Day), (vC) the initial aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Loan Notice (I) an applicable Interest Period in the case of a Eurodollar Loan, then such notice shall be deemed to be applicable thereto a request for an Interest Period of one month, or (vi) to which account(sII) the proceeds type of Revolving Loan requested, then such Loans are notice shall be deemed to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that a request for a Base Rate Loan hereunder. Any such telephonic notice shall include all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence information to be specified in a written Loan Notice and shall be promptly confirmed in writing by the Borrower pursuant to a Loan Notice sent to the Administrative Agent by telecopy on the same day of Borrowingthe giving of such telephonic notice. The Administrative Agent will transmit by telecopy the Loan Notice (or the information contained in such Loan Notice) to each Lender promptly upon receipt by the Administrative Agent. Each Loan Notice or telephonic notice of each borrowing shall be irrevocable once given and binding on the Borrower.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it Each Loan shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower Borrowing (substantially in the form of Exhibit AC-1) given by Borrower to Agent at the Agency Office not later than 12:00 Noon (local time in the city where the Agency Office is situated) on (x) the third Banking Day prior to the date of the proposed Loan, appropriately completed in the case of any Eurodollar Rate Loan or (y) the Banking Day prior to specify the date of the proposed Loan, in the case of any Base Rate Loan. The Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Each such Notice of Borrowing shall be by telex, cable, telefacsimile, or telephone confirmed promptly in writing, but in no event shall such written confirmation be received by Agent later than 12:00 Noon (local time in the city where the Agency Office is situated) on the Banking Day prior to such Loan, specifying therein (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing Loan, (which shall ii) the aggregate amount of such Loan, (iii) the requested interest rate option under Section 2.3(a) or (b) and (iv) if such requested Loan is to be a Business Day)Eurodollar Rate Loan, (v) the initial Interest Period with respect thereto. Each Bank with respect to be applicable thereto such Loan shall, before 12:00 Noon (vilocal time in the city the Agency Office is situated) to which account(s) on the proceeds date of such Loans are Loan, make available to be deposited (it being understood that Agent at the Agency Office in same day funds in Dollars for credit to the Applicable Agent's Account, such Bank's ratable portion of such Loan and, unless Agent has been notified by a Bank pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii2.1(d) hereof that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as Bank will not make available its ratable portion of such date) and no Event of Default is or Loan, Agent will be continuing after giving effect make such funds available to such Borrowing and (viii) Borrower at the Dollar Availability Agency Office on such Borrowing Date together with calculations evidencing the determination date of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of BorrowingLoan.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Term Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateit its sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Term Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Term B Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or LIBO Rate Term Loans and (v) in the initial case of LIBO Rate Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loansof the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Term Loans under any Tranche hereunder, it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Term Loan of such Tranche to be made hereunder and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan of such Tranche to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateits sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment Term Loans of such Tranche to be utilized on made pursuant to such Borrowing DateBorrowing, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans or Incremental Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or LIBO Rate Term Loans and (v) in the initial case of LIBO Rate Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender under such Tranche which is required to make LoansTerm Loans of such Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (viiv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viiv) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject The Borrower agrees to deliver to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make Administrative Agent a Borrowing hereunder, it shall give the Facility Agent at its Notice Office Request no later than (a) 12:00 P.M. at least three one Domestic Business Days’ Day prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent proposed Borrowing Date in the case of Loans that consist of ABR Loans and (b) 12:00 P.M. at least three Eurodollar Business Days prior to the first Initial proposed Borrowing Date). Each such written notice (each Date in the case of Loans that consist of Eurodollar Loans; provided, that, notwithstanding the foregoing, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given Borrowing Request delivered by the Borrower may state that such Borrowing Request is conditioned upon the consummation of the Aetna Acquisition having occurred or occurring substantially concurrently with the making and the funding of the Loans being requested thereunder (such Borrowing Request to specify the proposed effective date of the Aetna Acquisition), in which case such notice may be revoked by the form of Exhibit ABorrower (by notice to the Administrative Agent on or prior to such specified effective date) if such condition is not satisfied and the Borrower indemnifies the Lenders in accordance with Section 3.05, appropriately completed to if applicable. Such notice shall specify (i) the portion of the Total Commitment aggregate principal amount requested to be utilized on such borrowed under the Commitments, (ii) the proposed Borrowing Date, (iiiii) whether the borrowing of Loans is to be made as an ABR Loan or as a Eurodollar Loan and (iv) the Interest Period, in the case of a Eurodollar Loan; provided, however, that such notice shall not include any representations and warranties or any certifications, in each case, as a condition to the funding of all the Loans. Each Eurodollar Loan to be made on such the Borrowing Date shall consist equal no less than $10,000,000, or an integral multiple of Tranche A Loans $1,000,000 in excess thereof. Each ABR Loan made on the Borrowing Date shall equal no less than $5,000,000 or Tranche B Loansan integral multiple of $500,000 in excess thereof. The Administrative Agent shall promptly notify each Lender (by telephone or otherwise, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract such notification to be funded confirmed by the Loans to be incurred on such Borrowing Datefax, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivemail or other writing) the date of such Borrowing (which shall be a Business Day), (v) Request. Subject to its receipt of each such notice from the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations Administrative Agent and warranties made by each Credit Party, in or pursuant subject to the Credit Documents are true terms and correct conditions hereof, each Lender shall make immediately available funds available to the Administrative Agent at the address therefor set forth in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) Section 10.02 not later than 9:00 A.M. on the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory an amount equal to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of BorrowingCommitment.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Whenever any Borrower desires to make a Borrowing of any Loan hereunder, it shall give the Facility Administrative Agent at its Notice Office Address (i) in the case of Dollar denominated Loans, at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 p.m. (New York City time), of each Base Rate Loan, and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given not later than 12:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt timeii) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of Alternative Currency Loans (other than ADollar denominated Loans), at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given not later than 12:00 p.m. (London time); or (iii) in the first Initial case of ADollar Loans, at least four Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given not later than 12:00 p.m. (Melbourne, Australia time); provided, however, that a Notice of Borrowing with respect to Borrowings to be made on the Closing Date may, at the discretion of Administrative Agent, be delivered later than the time specified above but no later than 10:00 a.m. (New York City time) on the Business Day prior to the Closing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, which shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A2.5 hereto, appropriately completed shall be irrevocable, shall be deemed a representation by such Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B Loansstated in the relevant currency, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) the initial Interest Period Facility under which the Loans being made pursuant to such Borrowing are to be applicable thereto Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Dollar Revolving Loans or Multicurrency Revolving Loans, as applicable, (viiv) to which account(s) the proceeds of whether such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one Base Rate Loans or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing Eurocurrency Loans and (viiiv) with respect to Eurocurrency Loans, the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form Interest Period and substance reasonably satisfactory Applicable Currency to the Facility Agent)be applicable thereto. The Facility Administrative Agent shall as promptly as practicable give each Lender which is that would be required to make Loans, fund a portion of a proposed Borrowing written or telephonic notice (promptly confirmed in writing) of such proposed Borrowing, of such Lender’s proportionate share Pro Rata Share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. Without in any way limiting any Borrower’s obligation to confirm in writing any telephonic notice, Administrative Agent or the respective Issuing Lender (in the case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of such Borrower prior to receipt of written confirmation. Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on each Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing. Each Borrower hereby agrees not to dispute Administrative Agent’s or such Issuing Lender’s record of the time of telephonic notice.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations ​ ​ (38) ​ ​ ​ and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing incur (i) Eurodollar Loans or Bankers’ Acceptance Loans hereunder, it such Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan or Bankers’ Acceptance Loan to be incurred hereunder and (ii) Base Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing) or Canadian Prime Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing or to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 1.01(b)) hereunder, such Borrower shall give the Administrative Agent at the Notice Office prior notice not later than on the Business Day of the proposed Borrowing (or such shorter period as agreed to by the Administrative Agent in its sole discretion) of each Base Rate Loan or Canadian Prime Rate Loan to be incurred hereunder; provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent day, in the case of the first Initial Borrowing Date)Revolving Loans. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount or Face Amount, as the case may be, of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, (stated in the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsAvailable Currency), (ivii) the date of such Borrowing (which shall be a Business Day), (viii) in the initial Interest Period case of a Borrowing of Revolving Loans, whether the Revolving Loans made pursuant to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited Borrowing constitute Agent Advances (it being understood that pursuant the Administrative Agent shall be under no obligation to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalentmake such Agent Advance), (viiiv) that all representations and warranties made by each Credit Partyin the case of U.S. Dollar Denominated Revolving Loans, in or whether the Revolving Loans being incurred pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans, (v) in the case of Canadian Dollar Denominated Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing shall consist of Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of Schedule 1.01(b)) and (viiivi) whether the Dollar Availability on Loans being incurred pursuant to such Borrowing Date together with calculations evidencing shall constitute U.S. Facility Revolving Loans or Canadian Facility Revolving Loans. Except in the determination case of such Dollar Availability (in form and substance reasonably satisfactory to Agent Advances, the Facility Agent). The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, under a Facility notice of such proposed BorrowingBorrowing under such Facility, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the The Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its Notice Office prior written notice prior to 1:00 p.m. (New York City time) at least three five (5) Business Days’ (or six (6) Business Days’, with respect to any PIK Interest election) prior written notice to each Borrowing of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. Term Loans (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent or in the case of the first Initial Borrowing of Term Loans on the Closing Date, no later than 1:00 p.m. on the Closing Date, or such shorter period as the Administrative Agent may agree in its reasonable discretion). Each such written Such notice in the form of Exhibit N-1 (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (iA) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Term Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loansmade, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivB) the date of such the Borrowing, (C) with respect to any Borrowing (which shall be of Term Loans other than a Business DayPIK Interest election made in accordance with Section 2.08(f), the wire instructions for the Borrower’s account where funds should be sent, and (vD) with respect to (x) any PIK Interest election made in accordance with Section 2.08(f) and where there are no outstanding Delayed Draw Term Loans or (y) any other Borrowing of Term Loans (other than in connection with any PIK Interest election), whether the initial Term Loans shall consist of ABR Loans and/or SOFR Loans and, if the Term Loans are to include SOFR Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, written notice of such each proposed BorrowingBorrowing of Term Loans, of such LenderXxxxxx’s proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing. If no election as to the Type of Loan is specified, then the requested Borrowing shall be a SOFR Loan with an Interest Period of one (1) month. If no Interest Period is specified with respect to any requested SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing hereunderincur Revolving Loans hereunder (excluding Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), it shall give the Facility Administrative Agent at its the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan or Bankers’ Acceptance Loan to be made incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given by the respective Borrower substantially in the form of Exhibit A, A appropriately completed to specify (i) the portion name of the Total Commitment to be utilized on such Borrowing DateBorrower or Borrowers, (ii) whether the Loans to be made on such Borrowing Date shall consist aggregate principal amount (or Face Amount, as the case may be) of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Revolving Loans to be incurred on pursuant to such Borrowing Date, (stated in the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsrelevant Applicable Currency), (iviii) the date of such Borrowing (which shall be a Business Day), (iv) in the case of Dollar Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans, (v) in the case of Canadian Revolving Loans, whether the Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto thereto, and (vivii) whether the Revolving Loans are Dollar Revolving Loans, or, in the case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which account(s) the proceeds of such Alternate Currency Revolving Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)incurred. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansRevolving Loans of the Alternate Currency Revolving Loan Sub-Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make ------------------- a Borrowing hereunderhereunder (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Facility Administrative Agent at its Notice Office at least one Business Day's prior written (or telephonic promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days’ ' prior written (or telephonic promptly confirmed in writing) notice of each Eurodollar Loan to be made hereunder, ; provided that any such notice shall be deemed to have been given on a certain -------- day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, --------- appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) whether the Loans being made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans and whether, subject to the other terms and provisions hereof, the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender Bank which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever any Borrower desires to make a Borrowing hereunder(other than of Local Currency Loans, it Bid Loans, Swingline Loans or Revolving Loans incurred pursuant to a Mandatory Borrowing) hereunder the Company (but not any other Borrower) on behalf of itself or any other Borrower shall give the Facility Administrative Agent at its Notice Office at least three (x) four Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurocurrency Loan denominated in a Eurocurrency to be made hereunder, (y) three Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Eurocurrency Loan denominated in Dollars to be made hereunder and (z) same Business Day's written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless such 11:00 A.M. deadline is waived by the Facility Agent 12:00 Noon (New York time) in the case of the first Initial a Borrowing Date)of Base Rate Loans) on such day. Each such written notice (or written confirmation of any telephonic notice) (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.11, shall be irrevocable and shall be given by the Borrower substantially Company in the form of Exhibit AA-1, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) whether the Loans to be made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurocurrency Loans, (iv) the applicable Borrower, and (v) in the case of Eurocurrency Loans, the initial Interest Period and currency to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Bank notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Any notices and the borrowing mechanics relating to Local Currency Loans shall be set forth in the applicable Local Currency Documentation.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing borrow (i) Interest Period Loans hereunder, it the Company, on behalf of such Borrower, shall give the Facility Administrative Agent at its the Notice Office by no later than 11:00 A.M. (New York City time) at least three Business Days’ prior written notice to the requested date of each borrowing for such Interest Period Loan or (ii) Base Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to be made a Mandatory Borrowing) or Canadian Prime Rate Loans (including Agent Advances) hereunder, the Company on behalf of such Borrower shall give the Administrative Agent at the Notice Office by no later than 11:00 A.M. (New York City time) at least one Business Day prior to the requested date of borrowing for such Base Rate Loan or Canadian Prime Rate Loan; provided that any such notice given later than 11:00 a.m. (New York City time) on any date shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)immediately succeeding Business Day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower telephone promptly confirmed in writing as aforesaid, substantially in the form of Exhibit AA-1, appropriately completed signed by an Authorized Officer of the Company to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Revolving Loans to be incurred on pursuant to such Borrowing Date, (stated in the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsAvailable Currency), (ivii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), (iv) in the case of U.S. Borrower Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans, (v) in the case of LIBOR Loans, the initial Interest Period to be applicable thereto (which shall comply with the requirements of Section 2.09, and (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition case of Dollar Equivalent)Canadian Borrower Revolving Loans, (vii) that all representations and warranties made by each Credit Party, in or whether the Revolving Loans being incurred pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) shall consist of Canadian Prime Rate Loans or Canadian BA Rate Loans and, if Canadian BA Rate Loans, the Dollar Availability on such Borrowing Date together with calculations evidencing initial Interest Period to be applicable thereto. Except in the determination case of such Dollar Availability (in form and substance reasonably satisfactory to Agent Advances, the Facility Agent). The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunderof Loans hereunder (other than Swingline Loans or Mandatory RL Borrowings), it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be made hereunder and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Loan to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateits sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the initial Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or LIBO Rate Loans and (iv) in the case of LIBO Rate Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment Commitments to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes Xxxxxx and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.​

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Term Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one (1) Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three (3) Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateit its sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Term Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the initial Interest Period respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to be applicable thereto (vi) to which account(s) the proceeds of such Loans Borrowing are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects initially maintained as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.48

Notice of Borrowing. Subject to (a) The US Borrower (on its own behalf and on behalf of the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it UK Borrower) shall give the Facility Administrative Agent at its Notice the Administrative Agent's Office written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans (i) prior to 12:00 Noon (Local Time) at least three Business Days’ Days prior written to the date of Borrowing of Term Loans if all or any of such Term Loans are to be initially Eurodollar Loans and (ii) prior to 10:00 a.m.(New York time) on the date of the Borrowing of Term Loans if all such Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each Loan notice of a Borrowing of Swingline Loans pursuant to be made hereunderSection 2.3(c), provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “"Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ") shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion borrower of the Total Commitment to Term Loans, which shall be utilized on such Borrowing Dateeither the US Borrower or the UK Borrower, (ii) whether the Loans currency in which the Borrowing is to be made on such Borrowing Date made, which shall consist of Tranche A Loans be either Dollars or Tranche B LoansEuro, (iii) if the Borrower and/or aggregate principal amount of the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Term Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsmade, (iv) the date of such Borrowing the borrowing (which shall be a Business DayDay and (other than in the case of the Tranche A-1 Term Loans and/or Tranche A-2 Term Loans made available pursuant to Section 2.1(a)(iii), ) shall be the Funding Date) and (v) whether the initial Term Loans shall consist of ABR Loans and/or Eurodollar Term Loans and, if the Term Loans are to include Eurodollar Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Term Loans, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunderincur Loans hereunder (excluding Borrowings (x) of Swingline Loans and Mandatory Borrowings and (y) resulting from conversions of Tranche A-1 Term Loans and/or Tranche B-1 Term Loans into Tranche B-2 Term Loans pursuant to Section 1.14), it the Borrower shall give the Facility Administrative Agent at its Notice Office at least three one Business Days’ Day's prior written notice of each Base Rate Loan and at least three Business Days' prior written notice of each Eurodollar Loan to be made incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless such 11:00 A.M. deadline is waived by the Facility Agent 12:00 Noon (New York time) in the case of the first Initial a Borrowing Date)of Base Rate Loans) on such day. Each such written notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) whether the Loans being made pursuant to such Borrowing shall constitute Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche A-3 Term Loans, Tranche B-1 Term Loans, Tranche B-2 Term Loans or Revolving Loans and whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender Bank which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever When the Borrower desires to make a Borrowing incur Term Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office (i) at least three Business Days’ prior written notice thereof in the case of LIBOR Loans and (ii) at least one Business Day’s prior notice thereof in the case of Base Rate Loans; provided, that (in each Loan to be made hereunder, provided that case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 2:30 P.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written Such notice (each a the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given by the Borrower substantially in writing in the form of Exhibit AA-1, appropriately completed to specify specify: (iA) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Term Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivB) the date of such Borrowing (which shall be a Business Day), (vC) whether the Term Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto and (viD) in the case of a borrowing of Term Loans (other than Initial Term Loans), the account of the Borrower to which account(s) the proceeds of such Term Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)remitted. The Facility Administrative Agent shall shall, promptly following its receipt of a Notice of Borrowing, give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.such

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunderincur Loans hereunder (other than Swingline Loans and Mandatory Borrowings), it shall give the Facility Administrative Agent at its Notice Office at least one Business Day's prior written notice (or same day written notice in the case of Loans to be incurred on the Initial Borrowing Date) (or telephonic notice promptly confirmed in writing) of each Base Rate Loan, and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Loan to be made hereunderEurodollar Loan, provided PROVIDED that any such notice shall be deemed to have been given on a certain day only if given before 11:00 1:00 P.M. (or 10:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)) (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing incurrence (which shall be a Business Day), (ii) whether the Loans being made shall constitute A Term Loans, B Term Loans or Revolving Loans, (iii) the aggregate principal amount of the Loans to be made, (iv) whether such Loans being made are to be initially maintained as Base Rate Loans or Eurodollar Loans and (v) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly (and in any event within one Business Day after its receipt of a Notice of Borrowing) give each Lender Bank which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowingpro- posed incurrence, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunderhereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Facility Administrative Agent at its Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided PROVIDED that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice or written confirmation of telephonic notice (each each, a “Notice of Borrowing”"NOTICE OF BORROWING"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (vii) whether the Loans being made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans, (iii) whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto and (viiv) to which account(s) in the case of a Borrowing of Revolving Loans the proceeds of such Loans which are to be deposited (it being understood that pursuant utilized to Section 2.04 finance, in whole or in part, the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent)consideration for a Permitted Acquisition, (viix) that all representations and warranties made by each Credit Party, in or pursuant a reference to the Credit Documents are true and correct officer's certificate, if any, delivered in all material respects accordance with Section 8.13, (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as y) the aggregate principal amount of such dateRevolving Loans to be utilized in connection with such Permitted Acquisition and (z) and no Event of Default is or will be continuing the Total Available Unutilized Revolving Loan Commitment then in effect after giving effect to such Borrowing the respective Permitted Acquisition (and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (all payments to be made in form and substance reasonably satisfactory to the Facility Agentconnection therewith). The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) The Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its Notice the Administrative Agent’s Office (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Loan the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be made hereunderinitially LIBOR Loans, provided that any such notice shall be deemed and (ii) prior to have been given on a certain day only if given before 11:00 A.M. 12:00 noon (Frankfurt New York City time) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless such 11:00 A.M. deadline is waived by the Facility Agent otherwise set forth in the case of the first Initial Borrowing Dateapplicable Incremental Agreement). Each such , written notice (each or telephonic notice promptly confirmed in writing), as the case may be, if all or any of such Term Loans are to be ABR Loans. Such notice (a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given by the Borrower in substantially in the form of Exhibit A, appropriately completed to E and shall specify (i) the portion aggregate principal amount of the Total Commitment Initial Term Loans or Incremental Term Loans, as the case may be, to be utilized on such Borrowing Datemade, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such the Borrowing (which shall be a Business Day)be, (vx) in the initial case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Loans and/or LIBOR Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) thereto; provided that the proceeds Notice of such Borrowing for a Borrowing of Term Loans are to shall be deposited (it being understood that pursuant to Section 2.04 revocable so long as the Borrower may designate one or more accounts agrees to comply with the applicable provisions of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case Section 2.11 upon any such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)revocation. The Facility Administrative Agent shall promptly give each Lender which is required to make written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, notice of such proposed Borrowingas the case may be, of such Lender’s proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Term Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateit its sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Term Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or LIBO Rate Term Loans and (v) in the initial case of LIBO Rate Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loansof the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Incremental Term Loans or Revolving Loans and, if Incremental Term Loans, the specific Tranche thereof, and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject (a) Whenever the Borrowers desire to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it the Administrative Borrower shall give the Facility Administrative Agent at its the Notice Office and the Collateral Agent at least three Business Days’ prior written notice of each Eurodollar Loan to be made incurred hereunder and (y) Base Rate Loans hereunder, the Administrative Borrower shall give the Administrative Agent at the Notice Office and the Collateral Agent at least the same Business Day’s prior notice of each Base Rate Loan to be incurred hereunder on such Business Day, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 10:00 A.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto thereto, and (viv) to which account(s) in the case of a Borrowing of Revolving Loans the proceeds of such Loans which are to be deposited utilized to finance, in whole or in part, a Permitted Acquisition (it being understood that pursuant or to Section 2.04 pay any fees and expenses incurred in connection therewith), the Borrower may designate one or more accounts amount of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Whenever Borrower desires to make borrow under this Agreement for any Revolving Loan other than a Borrowing hereunderPrime Rate Loan, it shall give the Facility Agent at its Notice Office deliver to NCB a notice of borrowing no later than 2:00 p.m. (Ohio time) at least three two (2) Business Days’ prior written Days in advance of the proposed Funding Date. For a Prime Rate Loan, Borrower shall give NCB a notice of each Loan to be made hereunderborrowing, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. by telephone, no later than 12:00 Noon (Frankfurt Ohio time) (unless such 11:00 A.M. deadline is waived by on or before the Facility Agent in the case proposed Funding Date. The notice of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, borrowing shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing proposed Funding Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (vii) the amount of each proposed Loan, (iii) whether such Loan is initially to consist of a Prime Rate Loan, a LIBOR Rate Loan, or a combination thereof, (iv) if such Loan, or any portion thereof, is initially to be a LIBOR Rate Loan, the amount thereof and the initial Interest Period therefor; provided that the aggregate minimum amount of LIBOR Rate Loans with a particular Interest Period included as a portion of any such combination, if any, shall be Five Hundred Thousand Dollars ($500,000.00) and integral multiples of One Hundred Thousand Dollars ($100,000.00) in excess of that amount. Loans may be continued as or converted into Prime Rate Loans and LIBOR Rate Loans in the manner provided in Section 3.1.4. In lieu of delivering the above described notice of borrowing, Borrower may give NCB telephonic notice by the required time of any proposed borrowing under this Section 2.3; provided that such notice shall be promptly confirmed in writing (except for Prime Rate Loans) by delivery of a notice of borrowing to be applicable thereto (vi) NCB on or prior to which account(s) the proceeds Funding Date of such the requested Loan. NCB shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that NCB believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2.3; and, upon funding of the Loans are to be deposited (it being understood that by NCB in accordance with this Agreement pursuant to Section 2.04 the any such telephonic notice, Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true effected Loans hereunder. A notice of borrowing for a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and correct in all material respects as of such date) after the related Interest Rate Determination Date, and no Event of Default is or will Borrower shall be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required bound to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified a borrowing in the Notice of Borrowingaccordance therewith.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make request (i) a Revolving Borrowing or a Tranche A Term Loan Borrowing hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Revolving Loan and Tranche A Term Loan to be made incurred hereunder and (ii) the Tranche B Term Loan Borrowing, the Borrower shall give the Administrative Agent at the Notice Office at least ten Business Days’ prior notice of the Tranche B Term Loans to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify specify: (i) whether the portion of the Total Commitment to be utilized on such requested Borrowing Dateis a Revolving Loan, a Tranche A Term Loan or a Tranche B Term Loan, as applicable, (ii) whether the aggregate principal amount of the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (viv) if such Borrowing is for Revolving Loans, the initial Interest Period to be applicable thereto and (viv) to which account(s) account the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)deposited. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject The Borrower shall have delivered to the second parenthetical Administrative Agent, an appropriate Notice of Borrowing, duly executed and completed, by the time specified in, and otherwise as permitted by Section 2.02. The documents referred to in this Section 2.02(a)(ii)4.01 shall be delivered to the Administrative Agent no later than the Closing Date. The certificates and opinions referred to in this Section 4.01 shall be dated the Closing Date. Without limiting the generality of the provisions of Section 9.04, whenever for purposes of determining compliance with the Borrower desires to make a Borrowing hereunderconditions specified in this Section 4.01, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided Lender that any such notice has signed this Agreement shall be deemed to have been given consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Promptly after the Closing Date occurs, the Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding on a certain day only if given before 11:00 A.M. all parties hereto. Notwithstanding anything in this Agreement to the contrary it is understood that, to the extent any security interest in the Collateral (Frankfurt timeother than (1) (unless such 11:00 A.M. deadline is waived any Collateral the security interest in which may be perfected by the Facility Agent in the case filing of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing DateUCC financing statement, (ii2) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due Borrower and owing under the relevant Construction Contract to be funded Domestic Guarantors by intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office or (3) by the delivery of certificates representing the Equity Interests of the Borrower, the Acquired Business and their respective Domestic Subsidiaries) is not perfected or, with respect to (a) any Mortgages, (b) any Collateral, the pledge of which requires a filing in any foreign jurisdiction, and (c) any Foreign Collateral Documents, are not provided on the Closing Date after the Borrower’s and Parent’s use of commercially reasonable efforts to do so, the perfection or provision of such security interest will not constitute a condition precedent to the availability of the initial Loans to be incurred and other Credit Extensions on such Borrowing the Closing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 but the Borrower may designate one or more accounts of and Parent agree to perfect such security interest no later than 90 days after the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), Closing Date (vii) that all representations and warranties made by each Credit Party, in or pursuant subject to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required extension by the immediately preceding sentence to be specified Administrative Agent in the Notice of Borrowingits reasonable discretion).

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make request a Borrowing hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Loan to be made incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans(stated in the relevant Available Currency), (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing are to be Dollar Denominated Loans, Euro Denominated Loans, NOK Denominated Loans or Sterling Denominated Loans, (iv) the initial Interest Period to be applicable thereto thereto, (v) if applicable, the Trico Subsea AS Vessels to be acquired with the proceeds of the Loans to be made pursuant to such Borrowing, and (vi) to which account(s) account the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)deposited. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) LIBOR Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each LIBOR Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 2:00 P.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto thereto, and (viv) to which account(s) in the case of a Borrowing of Revolving Loans the proceeds of such Loans which are to be deposited utilized to finance, in whole or in part, a Permitted Acquisition (it being understood that pursuant or to Section 2.04 pay any fees and expenses incurred in connection therewith), the Borrower may designate one or more accounts amount of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make Each request for a Borrowing hereunder(other than a Continuation or Conversion, it which will be subject to Section 2.10) shall give the Facility Agent at its Notice Office at least three Business Days’ prior be made by an Authorized Officer by delivering written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent request substantially in the case form of the first Initial Borrowing Date). Each such written notice Exhibit B-1 hereto (each such notice, a “Notice of Borrowing”) or by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of a Notice of Borrowing), except as otherwise expressly provided and in Section 2.08, any event each such request shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such the Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans, Revolving Loans or Swing Loans, (iv) the Type of Loans such Borrowing will consist of, and (v) if applicable, the initial Interest Period or the Swing Loan Maturity Date (which shall be at least five (5) Business Days after the date of such Borrowing). Without in any way limiting the obligation of the Borrowers to confirm in writing any telephonic notice permitted to be applicable thereto (vi) given hereunder, the Administrative Agent may act prior to which account(s) receipt of written confirmation without liability upon the proceeds basis of such Loans are telephonic notice believed by the Administrative Agent in good faith to be deposited (it being understood that pursuant from an Authorized Officer entitled to Section 2.04 the Borrower may designate one or more accounts give telephonic notices under this Agreement on behalf of the YardBorrowers. In each such case, Hermes and/or the provider Administrative Agent’s record of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as terms of such date) and no Event of Default is or will telephonic notice shall be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)conclusive absent manifest error. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Loans of the Class specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make incur a ------------------- Borrowing of Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred hereunder and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made incurred hereunder, provided that any such notice shall be deemed to have been -------- given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (iii) the specific uses to be made of the proceeds of the Loans, (iv) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, and (v) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender Bank which is required to make Loans, Loans specified in the respective Notice of Borrowing facsimile or other written notice (i) of such proposed Borrowing, (ii) of such Lender’s Bank's proportionate share thereof and (iii) of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunderhereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it an Authorized Representative of the Borrower shall give the Facility Administrative Agent at its Notice Office at least one Business Day's prior written (or telephonic notice promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days’ ' prior written (or telephonic notice promptly confirmed in writing) notice of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt x) 12:00 Noon (New York time) (unless such 11:00 A.M. deadline is waived by the Facility Agent ), in the case of a Borrowing of Base Rate Loans and (y) 2:00 P.M. (New York time), in the first Initial case of a Borrowing Date)of Eurodollar Loans, in each case on such day. Each such written notice or written confirmation of telephonic notice (each each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by or on behalf of the Borrower substantially in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the respective Borrowing shall consist of B Term Loans or Revolving Loans and (iv) whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make incur a Borrowing hereunderof Loans (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 1:00 P.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day)) and (iii) whether the Loans being made pursuant to such Borrowing shall constitute Revolving Loans or Incremental Term Loans (and, (vif Incremental Term Loans, the Tranche under which such Incremental Term Loans are to be made, as designated in the relevant Incremental Term Loan Commitment Agreement) and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) thereto. Notwithstanding anything to which account(s) the proceeds of such contrary contained above, if Incremental Term Loans are being extended which are being added to (and will form part of) an existing Tranche of Incremental Term Loans, then the Incremental Term Loans being so extended shall be deposited (it being understood that pursuant added to Section 2.04 the Borrower may designate one or more accounts existing Borrowings of the Yard, Hermes and/or respective Tranche in accordance with the provider requirements of Section 1.13 and the foreign exchange arrangements referenced in the definition respective Notice of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties Borrowing shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)completed consistently therewith. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject Prior to the second parenthetical in making of any Loan pursuant to this Section 2.02(a)(ii6.02, the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.03(a). If, whenever notwithstanding the Borrower desires use by the Credit Parties of commercially reasonable efforts to make comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a Borrowing hereunder, it shall give financing statement under the Facility Agent at its Notice Office at least three Business Days’ prior written notice Uniform Commercial Code or the PPSA and (y) the delivery of each Loan certificates evidencing the equity securities required to be made hereunderpledged pursuant to the Credit Documents, provided that other than equity securities of any such notice entities acquired in the Specified Acquisition which shall be deemed to have been given delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless the Delayed Draw Funding Date, such 11:00 A.M. deadline is waived by the Facility Agent in the case requirements are not satisfied as of the first Initial Borrowing Delayed Draw Funding Date). Each , then the satisfaction of such written notice requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, but shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment required to be utilized on such Borrowing Datesatisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due execution and owing delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the relevant Construction Contract Credit Documents or otherwise it may have, in each case to be funded by the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans to be incurred on such Borrowing the Delayed Draw Funding Date, (c) refuse to participate in making the Dollar Equivalent Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of the set-off or counterclaim in respect of its portion of the Total Commitment Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsthe extent to do so would prevent, (iv) limit or delay the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts making of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit PartyDelayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in or pursuant to each case, the Credit Documents are true and correct conditions in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall this Section 6.02 have been true and correct satisfied (or waived in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together accordance with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility AgentSection 12.12). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its Notice Office at least three Business Days’ ' (or, for any Borrowing desired to be requested to be made on or prior to May 15, 2003, two Business Days') prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being made pursuant to such Borrowing shall constitute First Priority Term Loans or Second Priority Term Loans, (iv) the initial Interest Period to be applicable thereto thereto, (v) the identity of the Vessel or Vessels, as applicable, to be acquired with the proceeds of the requested Borrowing of Loans and (vi) to which account(s) account the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)deposited. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur Loans hereunder, it an Authorized Representative of the Borrower (or, in the case of a Notice of Borrowing delivered prior to the Initial Borrowing Date, an Authorized Representative of the Parent) shall give the Facility Administrative Agent at its the Notice Office at least three four Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Loan to be made incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. a.m. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given in writing by the Borrower substantially (or, on the Initial Borrowing Date, the Parent) in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) the initial Interest Period to be applicable thereto to such Borrowing, (viiv) to which account(s) account the proceeds of such Loans are to be deposited and (it being understood that pursuant to Section 2.04 v) the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in Tranche under which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)shall occur. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Loans of the Tranche specified in the notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Term Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one (1) Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three (3) U.S. Government Securities Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each Term SOFR Term Loan to be made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateit its sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Term Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Term B Loans, Term B-1 Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or Term SOFR Term Loans and (v) in the initial case of Term SOFR Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loansof the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject (a) Except for any Borrowing of D Term Loans made on the Restatement Effective Date as to which a Notice of Borrowing shall be delivered on the second parenthetical in Section 2.02(a)(ii)Restatement Effective Date, whenever the Borrower Company desires to make a Borrowing hereunderhereunder it shall, it shall except as permitted under Section 1.03(b), give the Facility Administrative Agent at its Notice Payment Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Loan Borrowing of Eurodollar Loans to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and, in the case of each written notice and each confirmation of telephonic notice, shall be given by the Borrower substantially Company in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being made pursuant to such Borrowing shall constitute D Term Loans or Revolving Loans and (iv) whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender Bank which is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever When the Borrower desires to make a Borrowing incur Term Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office (i) at least three Business Days’ prior written notice thereof in the case of LIBOR Loans and (ii) at least one Business Day’s prior notice thereof in the case of Base Rate Loans; provided, that (in each Loan to be made hereunder, provided that case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 2:30 P.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written Such notice (each a the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given by the Borrower substantially in writing in the form of Exhibit AA-1, appropriately completed to specify specify: (iA) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, Term Loans (iiand specifying the Class thereof) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivB) the date of such Borrowing (which shall be a Business Day), (vC) whether the Term Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto and (viD) in the case of a borrowing of Term Loans, the account of the Borrower to which account(s) the proceeds of such Term Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)remitted. The Facility Administrative Agent shall shall, promptly following its receipt of a Notice of Borrowing, give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute B Term Loans or Revolving Loans and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make incur a Borrowing hereunderof Revolving Loans, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Revolving Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) the specific uses to be made of the proceeds of such Revolving Loans and (iv) whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Bank facsimile or other written notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur Loans hereunder, it shall give the Facility Administrative Agent at its Notice Office Office, (x) prior to 12:00 Noon (New York time), at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Loan proposed incurrence of Eurodollar Loans and (y) prior to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) on the proposed date thereof, written notice (unless such 11:00 A.M. deadline is waived by the Facility Agent or telephonic notice promptly confirmed in the case writing) of the first Initial Borrowing Dateeach proposed incurrence of Base Rate Loans (other than Revolving Loans made pursuant to Section 3.05(a)(ii)). Each such written notice (each each, a “"Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ") shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to A and shall specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B Loansincurrence, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing incurrence (which shall be a Business Day), (viii) whether the initial Loans to be made pursuant to such incurrence shall be Term Loans or Revolving Loans and (iv) whether the respective Borrowing shall consist of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and if Eurodollar Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which that is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed incurrence of such proposed Borrowing, Loans and of such Lender’s 's proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii)) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.​

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder, and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (together with each notice delivered pursuant to Section 2.03(b)(i), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, Borrowing; (ivii) the date of such Borrowing (which shall be a Business Day); (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, Revolving Loans or Incremental Term Loans and, if Incremental Term Loans, the specific Tranche thereof; and (viv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make ------------------- incur a Borrowing hereunderof Loans hereunder (other than Term Loans incurred pursuant to Section 1.01(c)), it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be made hereunder and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain -------- day only if given before 11:00 A.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (iii) the specific uses to be made of the proceeds of the Loans, (iv) whether the Loans being made pursuant to such Borrowing shall constitute Initial Term Loans, Additional Term Loans or Revolving Loans and (v) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender Bank which is required to make Loans, Loans specified in the respective Notice of Borrowing facsimile or other written notice (i) of such proposed Borrowing, (ii) of such Lender’s Bank's proportionate share thereof and (iii) of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period.

Notice of Borrowing. Subject (i) Each borrowing of a Eurodollar Loan under Section 3.1 shall be made on notice given by Borrower to Lender no later than three (3) Business Days prior to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any requested Funding Date for such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)Eurodollar Loan. Each such written notice (each a “The Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, Borrowing shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing requested Funding Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (vii) the initial amount of the proposed borrowing, and (iii) the Interest Period elected by Borrower with respect to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 proposed Eurodollar Loan. Failure by the Borrower may designate one or more accounts to deliver a Notice of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate Borrowing with respect to a specific earlier date, request for a Eurodollar Loan or a request for a borrowing of a Eurodollar Loan which would exceed the limitations set forth in which case Section 3.1(h) shall be deemed and shall constitute the Borrower's election that such representations proposed borrowing shall be a Prime Rate Loan; and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required failure by Borrower to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by election described in the immediately preceding sentence clause (iii) shall be deemed and shall constitute Borrower's election that the Interest Period with respect to the proposed borrowing shall be specified in the a one (1) month period. In lieu of delivering a Notice of Borrowing, Borrower may give Lender telephonic notice of any requested borrowing of a Eurodollar Loan by the time required under this Section 3.1A(a); provided, that such notice shall be confirmed in writing by delivery to Lender (x) on the same Business Day, of a telecopy of a written Notice of Borrowing which has been signed by an authorized officer of Borrower and (y) promptly (and in no event later than three (3) Business Days after the Funding Date in respect of the applicable Eurodollar Loans), of a Notice of Borrowing containing the original signature of an authorized officer of Borrower.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make incur Loans hereunder (excluding Swingline Loans and Revolving Loans incurred pursuant to a Borrowing hereunderMandatory Borrowing), it an Authorized Officer of the Borrower shall give the Facility Administrative Agent at its the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred hereunder and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by or on behalf of the Borrower substantially in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, Borrowing; (ivii) the date of such Borrowing (which shall be a Business Day); (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Revolving Loans or CL Loans; (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, (v) to the extent permitted hereunder, Eurodollar Loans and, in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto thereto; (viv) to which account(s) the proceeds extent that all or any portion of the Loans to be incurred pursuant to such Loans Borrowing are to be deposited (it being understood that pursuant used to Section 2.04 fund a Permitted Acquisition, the Borrower may designate one or more accounts amount of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing Total Unutilized Available Commitment after giving effect to such Borrowing Borrowing; and (viiivi) whether all or any of the Dollar Availability on Loans being incurred pursuant to such Borrowing Date together with calculations evidencing will utilize the determination respective Blocked Commitment (if any) at such time and, if so, a description of the Designated Litigation Liabilities (and the aggregate amount thereof) being so paid at such time and the amount of the respective Blocked Commitment and the Total Blocked Commitment after giving effect to the incurrence of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Loans. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing hereunderhereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Facility Agent at its Notice Office Office, prior to 11:00 A.M. (New York time), at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Loan Borrowing of Eurodollar Loans and at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each each, a “"Notice of Borrowing”)") shall, except as otherwise expressly provided in Section 2.081.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed by the respective Borrower requesting such proposed Borrowing to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the initial respective Borrowing shall consist of Term Loans or Revolving Loans, (iv) whether the respective Borrowing shall consist of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (viv) in the case of a Borrowing of Revolving Loans to which account(s) be made to the US Borrower, the proceeds of such Loans which are to be deposited (it being understood that pursuant utilized to Section 2.04 finance, in whole or in part, the Borrower may designate one or more accounts purchase price of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent)a Permitted Acquisition, (viix) that all representations and warranties made by each Credit Party, in or pursuant a reference to the Credit Documents are true and correct officer's certificate, if any, delivered in all material respects accordance with Section 8.14, (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as y) the aggregate principal amount of such dateRevolving Loans to be utilized in connection with such Permitted Acquisition and (z) and no Event the aggregate principal amount of Default is or will be continuing all Revolving Loans relating to Permitted Acquisitions then outstanding after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination incurrence of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Revolving Loans. The Facility Agent shall promptly give each Lender Bank which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “This Notice of BorrowingBorrowing is given by _____________________, a Responsible Officer of Xxxxxxx Networks Incorporated (the “Borrower Representative”), except pursuant to that certain Credit and Security Agreement dated as of ____________, 2016 among the Borrower Representative, _____________ and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise expressly provided modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The undersigned Responsible Officer hereby gives notice to Agent of Borrower Representative’s request to on _______________, 201__ borrow $_______________ of Loans on _____________, 201__. Attached is a Borrowing Base Certificate complying in all respects with the Credit Agreement and confirming that, after giving effect to the requested advance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit. The undersigned officer hereby certifies that, both before and after giving effect to the request above (a) each of the conditions precedent set forth in Section 2.087.2 have been satisfied, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (ib) the portion all of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, contained in or pursuant to the Credit Agreement and the other Financing Documents are true true, correct and correct complete in all material respects (unless stated except to relate the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) as of the date hereof, except to the extent such representation or warranty relates to a specific earlier date, in which case such representations representation or warranty is true, correct and warranties shall have been true and correct in all material respects complete as of such earlier date, and (c) and no Default or Event of Default has occurred and is or will be continuing after giving effect to such Borrowing on the date hereof. Borrowers and Guarantors (viiiif any) are in compliance with the Dollar Availability on such Borrowing Date together with calculations evidencing Minimum Liquidity covenant contained in Article 6 of the determination Credit Agreement, as demonstrated by the calculation of such Dollar Availability (covenant below; in form determining such compliance, the following calculations have been made: [See attached worksheets]. Such calculations and substance reasonably satisfactory to the Facility Agent)certifications contained therein are true, correct and complete. The Facility Agent shall promptly give each Lender which is Covenant Compliance: Minimum Liquidity required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of under the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.Credit Agreement $5,000,000 Actual Minimum Liquidity $ In Compliance Yes/No

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the applicable Dollar Equivalent of the portion of the Total Commitment Commitments to be borrowed on such Borrowing Date and and, where applicable, evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) The Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its Notice the Administrative Agent’s Office (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Loan the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be made hereunderinitially EurodollarTerm SOFR Rate Loans, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. and (Frankfurt timeii) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such prior 80 LPL – Conformed A&R Credit Agreement written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all such Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given by the Borrower specify substantially in the form of Exhibit A, appropriately completed to specify D (i) the portion aggregate principal amount of the Total Commitment Initial Term Loans or Incremental Term Loans, as the case may be, to be utilized on such Borrowing Datemade, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such the Borrowing (which shall be a Business Day(x) in the case of Initial Term Loans, the Effective Date and (y) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class), and (viii) whether the initial Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Loans and/or EurodollarTerm SOFR Rate Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include EurodollarTerm SOFR Rate Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Term Loans, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing.

Notice of Borrowing. Subject (a) When the Borrowers desire to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing incur Loans hereunder, it an Authorized Representative of the Borrowers shall give the Facility Administrative Agent at its the Notice Office at least (x) in the case of the borrowing of Eurodollar Rate Loans, three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) or (y) in the case of the borrowing of Base Rate Loans, one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in each Loan case, of the Loans to be made incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. a.m. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such Such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given in writing by the Borrower substantially Borrowers in the form of Exhibit AG, appropriately completed to specify (i) the portion Class of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Datepursuant to the Borrowing, (ii) the Dollar Equivalent aggregate principal amount of the portion of the Total Commitment Loans to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsincurred pursuant to the Borrowing, (iviii) the date of such the Borrowing (which shall be a Business DayDay and, in the case of the Initial Term Loans, shall be the Effective Date), (iv) the Type of Loans comprising the Borrowing, (v) in the case of Eurodollar Rate Loans, the initial Interest Period to be applicable thereto to such Eurodollar Rate Loans and (vi) to which account(s) accounts the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)deposited. The Facility Administrative Agent shall promptly give each applicable Lender which is required to make Loans, notice of such proposed the Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the Borrowers fail to specify a Type of Loan in the Notice of Borrowing, then the Loans shall be made as Base Rate Loans.

Notice of Borrowing. Subject The Borrower shall deliver to the second parenthetical Administrative Agent a Notice of Borrowing (which may be telephonic, confirmed promptly in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 writing) no later than 10:30 A.M. (Frankfurt New York City time) (unless such 11:00 A.M. deadline is waived by the Facility Agent x) in the case of a Base Rate Loan, on the first Initial Borrowing proposed Funding Date and (y) in the case of a Eurodollar Rate Loan, three Business Days in advance of the proposed Funding Date). Each such written notice (each a “The Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, Borrowing shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing proposed Funding Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (vii) the initial Interest Period to be applicable thereto amount of the proposed Term Loans, (viiii) to which account(s) whether the proceeds of such Term Loans are to be deposited consist of Base Rate Loans or Eurodollar Rate Loans or a combination thereof and the amounts thereof, and (it being understood that iv) in the case of Eurodollar Rate Loans, the Interest Period therefor. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower or for otherwise acting in good faith under this Section 2.01(b) and, upon funding of Term Loans by the Lenders in accordance with this Agreement pursuant to Section 2.04 any telephonic notice, the Borrower may designate one or more accounts of shall have borrowed the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced Term Loans hereunder. Except as provided in the definition of Dollar EquivalentSections 2.01(c) and 2.09(d), a Notice of Borrowing for a Eurodollar Rate Loan (viior telephonic notice in lieu thereof) that all representations shall be irrevocable on and warranties made by each Credit Partyafter the related Interest Rate Determination Date, in or pursuant to and the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties Borrower shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required bound to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified a borrowing in the Notice of Borrowingaccordance therewith.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) Whenever a Borrower desires to make a Borrowing hereunderincur Revolving Loans (other than Mandatory Borrowings, it Protective Advances or borrowings to repay Unpaid Drawings), the Borrower Representative shall give the Facility Administrative Agent at its Notice Office the Administrative Agent’s Office, (i) prior to 1:00 p.m. (Toronto time) at least three (3) Business Days’ prior written notice of each Loan Borrowing of Revolving Loans that are LIBOR Loans, EURIBOR Loans or by way of Banker’s Acceptances and BA Equivalent Notes and (ii) prior to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 1:00 p.m. (Frankfurt Toronto time) one Business Day prior to such Borrowing written notice of each Borrowing of Revolving Loans that are Prime Rate Loans, ABR Loans or European Base Rate Loans (unless or such 11:00 A.M. deadline shorter notice as is waived approved by the Facility Administrative Agent in the case of the first Initial Borrowing Dateits reasonable discretion). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (iv) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing DateRevolving Loans, (ii) whether and the Loans Class or Classes of Revolving Loans, to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivw) the date of such Borrowing (which shall be a Business Day), (vx) whether the initial respective Borrowing shall be in Dollars and shall consist of Prime Rate Loans or Banker’s Acceptances and BA Equivalent Notes, shall be in U.S. Dollars and shall consist of ABR Loans or LIBOR Loans, shall be in Euros and shall consist of European Base Rate Loans or EURIBOR Loans or shall be in Pounds Sterling and shall consist of LIBOR Loans, in each case that are Revolving Loans, (y) in respect of Borrowings by way of Banker’s Acceptances and BA Equivalent Notes, LIBOR Loans or EURIBOR Loans, the Interest Period to be initially applicable thereto and (vi) to which account(sz) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts identity of the Yardapplicable Borrower. If no election of an Interest Period is specified in any such Notice of Borrowing by way of Banker’s Acceptances and BA Equivalent Notes, Hermes and/or the provider LIBOR Loans or EURIBOR Loans, such notice shall be deemed a request for an Interest Period of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), one (vii1) that all representations and warranties month. If no election is made by each Credit Party, in or pursuant as to the Credit Documents are true Type of Revolving Loan, such notice shall be deemed a request for a Borrowing of Prime Rate Loans in Dollars, ABR Loans in U.S. Dollars, European Base Rate Loans in Euros or LIBOR Loans in Pounds Sterling, as applicable, and, if the currency is not specified, such notice shall be deemed a request for a Borrowing in Dollars by CGI Borrower and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)U.S. Dollars by Swiss Borrower. The Facility Administrative Agent shall promptly give each applicable Lender which is required to make Loans, written notice of such each proposed BorrowingBorrowing of Revolving Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage in respect of the Class of Revolving Loans being borrowed, of the identity of the Borrower, the Type of Borrowing being requested, the Interest Period or Interest Periods applicable thereto, as appropriate, and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunderof Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it an Authorized Officer shall give the Facility Administrative Agent at its Notice Office Office, prior to 12:00 Noon (New York time), at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Loan Borrowing of Eurodollar Loans, and at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunderhereunder (or, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Borrowings to occur on the Initial Borrowing Date, no later than 5:00 P.M. (New York time) on the Business Day prior to the Initial Borrowing Date). Each such written notice (each each, a “Notice of Borrowing”)"NOTICE OF BORROWING") shall, except as otherwise expressly provided in Section 2.081.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the initial respective Borrowing shall consist of Term Loans or Revolving Loans, (iv) whether the respective Borrowing shall consist of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (viv) to which account(s) in the case of a Borrowing of Revolving Loans the proceeds of such Loans which are to be deposited (it being understood that pursuant utilized to Section 2.04 the Borrower may designate one finance, in whole or more accounts of the Yardin part, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent)a Permitted Acquisition, (viix) that all representations and warranties made by each Credit Party, in or pursuant a reference to the Credit Documents are true officer's certificate, if any, delivered in accordance with Section 8.14, and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as y) the aggregate principal amount of such date) and no Event of Default is or will Revolving Loans to be continuing after giving effect to utilized in connection with such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Permitted Acquisition. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Loans hereunder, it shall give the Facility Administrative Agent at its Notice Office at least three two (2) Business Days’ ' prior written irrevocable notice of each Base Rate Loan and at least three (3) Business Days' prior irrevocable notice of each Eurodollar Rate Loan to be made hereunder, which notice shall be accompanied by a Borrowing Certificate and such other information as Administrative Agent may, in its reasonable discretion, reasonably require (including, without limitation, any information required to be delivered to the Administrative Agent pursuant to Section 6.11 hereof), provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived day. The Borrowing Certificate delivered by the Facility Agent Borrower in connection with any Borrowing in respect of a Liquidity Event shall include (i) a certification from the Borrower stating that the Borrower will, upon receipt of the proceeds of such Borrowing, have sufficient funds to satisfy such Liquidity Event, and (ii) evidence (in the case form of calculations) in detail acceptable to the first Initial Borrowing Date)Administrative Agent to support the certification referenced in clause (i) above. Each such written notice (each each, a “"Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ") shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) whether the Loans being made pursuant to such Borrowing are to be maintained initially as Base Rate Loans or Eurodollar Rate Loans and, if Eurodollar Rate Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Bank notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Each Notice of Borrowing shall be deemed to constitute a representation and warranty by the Borrower that the representations and warranties set forth in Section 7 are true and correct on and as of the date of such notice, with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties relate to an earlier date, in which case such Notice of Borrowing shall be deemed to constitute a representation and warranty by the Borrower that such representations and warranties were true and correct on and as of such earlier date, and that no Event of Default or Incipient Default has occurred and is continuing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ ' prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 1:00 P.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing DateBorrowing, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender Bank which is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) LIBOR Loans hereunder, it shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each LIBOR Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make incur a Borrowing hereunderof Loans (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 1:00 P.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day)) and (iii) whether the Loans being made pursuant to such Borrowing shall constitute A-1 Term Loans, (v) A-2 Term Loans, A-3 Term Loans, B Term Loans, Incremental Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing of Term Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its Notice Office at least one (1) Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three (3) Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York City time) on such day (unless or such 11:00 A.M. deadline is waived by later time as the Facility Administrative Agent shall agree in the case of the first Initial Borrowing Dateit its sole and absolute discretion). Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.11, shall be irrevocable and shall be given in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower substantially Borrower, in the form of Exhibit AA-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Term Loans to be made on pursuant to such Borrowing Date shall consist of Tranche A Loans or Tranche B LoansBorrowing, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Term B Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or LIBO Rate Term Loans and (v) in the initial case of LIBO Rate Term Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make Loansof the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Whenever Borrower desires to make a Borrowing an ------------------- Advance hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ Agent's office prior written to 10:00 A.M., New York City time, telex, facsimile, or telephonic notice (promptly confirmed in writing) of each Loan Advance to be made hereunder, provided that any at least three (3) Business Days prior to such notice shall be deemed Advance being made with respect to have been given on a certain day only if given before 11:00 A.M. Eurodollar Portions, and at least one (Frankfurt time1) (unless Business Day prior to such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)Advance being made with respect to Base Rate Portions. Each such written notice (each a “"Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify ") (i) the portion of the Total Commitment to shall be utilized on such Borrowing Dateirrevocable, (ii) whether shall be executed on behalf of Borrower and the Loans to be made on such Borrowing Date shall consist REIT by a Responsible Officer of Tranche A Loans Borrower or Tranche B Loansof the REIT, (iii) if shall specify (w) the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent aggregate principal amount of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsrequested Advance, (ivx) the date of such Borrowing (which shall be a Business Day), (vy) the initial Interest Period to be applicable thereto and (vi) to which account(sz) the proceeds Type of Advance, (or, if at the time of such Loans request, Eurodollar Loan Portions are to be deposited (it being understood that not available pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard2.16, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalentthat such Advance shall be a Base Rate Portion), (viiiv) that all representations and warranties made by each Credit Partyshall certify that, in or pursuant taking into account the amount of the requested Advance, to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier datebest of Borrower's knowledge, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Default or Event of Default has occurred and is or continuing, all provisions of the Loan Documents including, but not limited to the Financial Covenants, will be continuing complied with after giving effect to such Borrowing Advance, (v) shall contain a description of the intended use of the Advance and (viiivi) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowingform annexed hereto as Exhibit "A". Agent shall, upon determining the Eurodollar Rate for any Interest Period, promptly notify Borrower thereof.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make incur Revolving Credit Loans, the Borrower shall deliver a Notice of Borrowing hereunder(or provide telephonic notice thereof, it shall give promptly confirmed in writing) to the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt timei) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of a LIBOR Loan, no later than 11:00 a.m. (prevailing Eastern Standard Time) on the first Initial Borrowing Date)date that is at least two (2) LIBOR Business Days prior to the date of the proposed Loan and (ii) in the case of a Prime Rate Loan, no later than 10:00 a.m. (prevailing Eastern Standard Time) on the date of the proposed Loan. Each such written notice Notice of Borrowing (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to B hereto and shall be irrevocable and shall specify (i) the portion principal amount of the Total Commitment to be utilized on such Borrowing Dateproposed Revolving Credit Loan, (ii) whether the Loans to be made on such Borrowing Date shall consist amount of Tranche A Loans or Tranche B Loansthe Availability as of the date of the funding of the proposed Revolving Credit Loan, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent date of funding of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsproposed Revolving Credit Loan, (iv) the date Type of such Borrowing (which shall be a Business Day)Revolving Credit Loan proposed, and (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition case of Dollar Equivalent)a proposed Revolving Credit Loan in the form of a LIBOR Loan, (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)desired Interest Period. The Facility Agent shall promptly give each Lender which is required to make Loans, written notice (or telephonic notice promptly confirmed in writing) of such each proposed BorrowingRevolving Credit Loan, of such Lender’s proportionate share 's Pro Rata Share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Agent may act prior to receipt of written confirmation, without liability, upon the basis of such telephonic notice believed by the Agent in good faith to be from the chief financial officer of the Borrower, or from any other person designated in writing to the Agent by the chief financial officer of the Borrower as a person entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Agent's record of the terms of any such telephonic notice.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (a) The Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its Notice the Administrative Agent’s Office (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Loan the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be made hereunderinitially Eurodollar Loans, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. and (Frankfurt timeii) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date prior to the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of Table of Contents such Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given by the Borrower in substantially in the form of Exhibit A, appropriately completed to D and shall specify (i) the portion aggregate principal amount of the Total Commitment Initial Term Loans or Incremental Term Loans, as the case may be, to be utilized on such Borrowing Datemade, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such the Borrowing (which shall be a Business Day)be, (vx) in the initial case of the Initial Term Loans, the Closing Date and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Loans and/or Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include Eurodollar Loans, the Interest Period to be initially applicable thereto (vi) to which account(s) thereto; provided that the proceeds Notice of such Borrowing for the Borrowing of Initial Term Loans are to may be deposited (it being understood that pursuant to Section 2.04 revocable and conditioned upon the Borrower may designate one or more accounts closing of the Yard, Hermes and/or Sheridan Acquisition; provided further that each Notice of Borrowing for a Borrowing of Term Loans other than the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties Initial Term Loans shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)irrevocable. The Facility Administrative Agent shall promptly give each Lender which is required to make written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, notice of such proposed Borrowingas the case may be, of such Lender’s proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment Commitments to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iviii) the date of such Borrowing (which shall be a Business Day), (viv) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto thereto, (viv) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), ) and (viivi) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such LenderLxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) LIBOR Loans hereunder, it the Borrower shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each LIBOR Loan to be made incurred hereunder and (y) Base Rate Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s (or same day notice with respect to the Initial Borrowing Date or the C Term Borrowing Date) prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 1:00 P.M. (Frankfurt New York City time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day)) and (iii, (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute B Term Loans or C Term Loans and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the The Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its notice pursuant to a Notice Office at least three Business Days’ prior written of Borrowing or telephonic notice of each Loan to be made hereunder, provided that any such notice borrowing of Bridge Loans. Each Notice of Borrowing shall be deemed delivered to have been given the Administrative Agent before 12:00 P.M. on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent Business Day prior to the date of the requested borrowing in the case of Base Rate Loans, and on the first Initial Borrowing Date)third Business Day prior to the date of the requested borrowing in the case of Eurodollar Loans. Each such written notice (each a “Notice request for borrowing shall be irrevocable, shall contain certifications of Borrowing”), except as otherwise expressly provided the Borrower with respect to the conditions set forth in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially 5.2 clauses (b) through (f) in the form of Exhibit AC, appropriately completed to and shall specify (iA) the portion of the Total Commitment to be utilized on such Borrowing Datethat a Bridge Loan is requested, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (ivB) the date of such Borrowing the requested borrowing (which shall be a Business Day), (vC) the initial aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a Eurodollar Loan, then such notice shall be deemed to be applicable thereto a request for an Interest Period of one month, or (vi) to which account(sII) the proceeds type of Bridge Loan requested, then such Loans are notice shall be deemed to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that a request for a Base Rate Loan hereunder. Any such telephonic notice shall include all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence information to be specified in a written Notice of Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Borrowing sent to the Administrative Agent by telecopy on the same day of the giving of such telephonic notice. The Administrative Agent will transmit by telecopy the Notice of Borrowing (or the information contained in such Notice of Borrowing) to each Bridge Lender promptly upon receipt by the Administrative Agent. Each Notice of Borrowing or telephonic notice of each borrowing shall be irrevocable once given and binding on the Borrower.

Notice of Borrowing. Subject shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) the Borrower's wire instructions, and (E) initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon (New York City time) on the date of any Borrowing, make available for the account of its Applicable Lending Office to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Each Notice Office at least three Business Days’ prior written notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Loan Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made hereunderby such Lender as part of such Borrowing when such Advance, provided as a result of such failure, is not made on such date. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that any such notice Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall be deemed not have so made such ratable portion available to have been given the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on a certain such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day only if given before 11:00 A.M. from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (Frankfurt timei) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”)Borrower, except as otherwise expressly provided the interest rate applicable at the time to Advances made in Section 2.08, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on connection with such Borrowing Date, and (ii) whether in the Loans case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which Borrowing, but no Lender shall be a Business Day), (v) responsible for the initial Interest Period failure of any other Lender to make the Advance to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to such other Lender on the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as date of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of any Borrowing.

Notice of Borrowing. Subject (a) Whenever the Borrowers desire to the second parenthetical in Section 2.02(a)(iiincur a Borrowing of Loans (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), whenever the Borrower desires to make a Borrowing hereunder, it Borrowers shall give the Facility Administrative Agent at its the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 1:00 P.M. (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice or written confirmation of telephonic notice (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.081.10, shall be irrevocable and shall be given by the Borrower substantially Borrowers in the form of Exhibit A, appropriately completed to specify (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day)) and (iii) whether the Loans being made pursuant to such Borrowing shall constitute Initial Sub-Tranche 1 Term Loans, Initial Sub-Tranche 2 Term Loans, Initial Sub-Tranche 3 Term Loans, Revolving Loans or Incremental Term Loans (vand, if Incremental Term Loans, the Tranche under which such Incremental Term Loans are to be made, as designated in the relevant Incremental Term Loan Commitment Agreement) and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) thereto. Notwithstanding anything to which account(s) the proceeds of such contrary contained above if Incremental Term Loans are being extended which are being added to (and will form part of) an existing Tranche of Term Loans, then the Incremental Term Loans being so extended shall be deposited (it being understood that pursuant added to Section 2.04 the Borrower may designate one or more accounts existing Borrowings of the Yard, Hermes and/or respective Tranche in accordance with the provider requirements of Section 1.16 and the foreign exchange arrangements referenced in the definition respective Notice of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties Borrowing shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)completed consistently therewith. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Subject The Borrower agrees to notify in writing the second parenthetical Agent, which notification shall be irrevocable, no later than 12:00 noon at least (a) one Domestic Business Day, in Section 2.02(a)(iithe case of an ABR Advance, and (b) three Eurodollar Business Days, in the case of a Eurodollar Advance, in each such case prior to each date it intends to borrow Loans under this Agreement (each a "Borrowing Date"), whenever specifying the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan aggregate amount requested to be made hereunderborrowed under the Revolving Credit Commitments and/or the Term Loan Commitments, provided that any as the case may be, the proposed Borrowing Date, the Company requesting such notice shall Loans (in the case of a request for Term Loans), whether the borrowing is to be deemed to have been given on a certain day only if given before 11:00 A.M. of Revolving Credit Loans and/or Term Loans (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the Facility Agent and, in the case of the first Initial Borrowing Date). Each such written notice (each a “Notice of Borrowing”Term Loans, whether they constitute Mortgage Advances or Term Advances), except as otherwise expressly provided whether the borrowing is to be of one or more ABR Advances, one or more Revolving Credit Eurodollar Advances, and/or Term Loan Eurodollar Advances, or a combination thereof, and the amount of each thereof, and the Interest Period for each Eurodollar Advance, which notice shall be promptly confirmed by delivery to the Agent of a Borrowing Request. The Agent shall promptly notify each Lender (by telephone or otherwise, such notice to be confirmed by facsimile or other writing) of such borrowing request. Subject to its receipt of each such notice from the Agent and subject to the terms and conditions hereof, each Lender shall make immediately available funds available to the Agent at the address therefor set forth in Section 2.08, shall be irrevocable and shall be given 11.2 not later than 1:00 P.M. on each Borrowing Date in an amount equal to such Lender's Commitment Percentage of the Loans requested by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitment to be utilized on such Borrowing Date, provided, however, that (iii) whether the Loans each Eurodollar Advance to be made on a Borrowing Date, when aggregated with all amounts to be converted to a Eurodollar Advance on such date and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $500,000, or an integral multiple of $100,000 in excess thereof, and (ii) each ABR Advance made on each Borrowing Date shall consist equal no less than $100,000 or an integral multiple of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iv) the date of such Borrowing (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowingexcess thereof.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing incur (x) Eurodollar Loans hereunder, it shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder or (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. 12:00 Noon (Frankfurt New York time) (unless on such 11:00 A.M. deadline is waived by the Facility Agent in the case of the first Initial Borrowing Date)day. Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.082.10, shall be irrevocable and shall be given in writing, or by the Borrower substantially telephone promptly confirmed in writing, in the form of Exhibit AA-1, appropriately completed to specify specify: (i) the portion aggregate principal amount of the Total Commitment to be utilized on such Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on pursuant to such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange ArrangementsBorrowing, (ivii) the date of such Borrowing (which shall be a Business Day), (viii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Revolving Loans or Incremental Term Loans and, if Incremental Term Loans, the specific Tranche thereof, and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of such Loans are to be deposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), (vii) that all representations and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent)thereto. The Facility Administrative Agent shall promptly give each Lender which is required to make LoansLoans of the Tranche specified in the respective Notice of Borrowing, written notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.