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 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 (i) When the Borrower desires to make a Borrowing hereunderborrow Revolving Loans pursuant to this Section 2.1, it shall give provide telephonic notice to the Facility Agent at its followed promptly by a written 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 Borrowing substantially in the case form of the first Initial Borrowing DateExhibit 2.1(c). Each such written notice , duly completed and executed by a Responsible Officer (each a “Notice of Borrowing”), except as otherwise expressly provided (A) no later than 10:00 a.m. on the proposed Funding Date, in Section 2.08the case of a Borrowing of Base Rate Loans, or (B) no later than 10:00 a.m. at least three Euro-Dollar Business Days before the proposed Funding Date, in the case of a Borrowing of Euro-Dollar Rate Loans. (ii) No Lender Party shall be irrevocable and shall be incur any liability to the Borrower or the other Lender Parties in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in making any Loan in accordance with this Agreement pursuant to any telephonic notice and, upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice, the Borrower shall have effected Revolving Loans hereunder. (iii) The Borrower shall notify the Agent of the names of its officers and employees authorized to request and take other actions with respect to Loans on behalf of the Borrower (each a “Responsible Officer”) by providing the Agent with a Notice of Responsible Officers substantially in the form of Exhibit A2.1(c)(iii), appropriately duly completed and executed by a Senior Officer (a “Notice of Responsible Officers”). The Agent shall be entitled to specify rely conclusively on a Responsible Officer’s authority to request and take other actions with respect to Loans on behalf of the Borrower until the Agent receives a new Notice of Responsible Officers that no longer designates such Person as a Responsible Officer. (iiv) Any Notice of Borrowing (or telephonic notice) delivered pursuant to this Section 2.1 shall be irrevocable and, subject to Section 2.12(a), the Borrower shall be bound to make a Borrowing in accordance therewith. (v) The Agent shall promptly notify each Lender of the contents of any Notice of Borrowing (or telephonic notice) received by it, and such Lender’s pro rata portion of the Total Commitment Borrowing requested. Prior to be utilized 11:00 a.m. on the date specified in such Borrowing notice as the Funding Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loanseach Lender, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect subject to the installment payments due terms and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Dateconditions hereof, the Dollar Equivalent of the shall make its pro rata 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 Partyavailable, in or pursuant Dollars and in immediately available funds, 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) Agent at 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 BorrowingAccount.

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 the second parenthetical in Section 2.02(a)(ii), whenever (a) Whenever the Borrower desires to make a Borrowing hereunder------------------- incur Loans under any Facility, 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 Date)each proposed incurrence of Base Rate Loans and Fixed Rate Loans. Each such written notice (each each, a “"Notice of Borrowing”), except as otherwise expressly provided ") shall be in Section 2.08, the form of Exhibit A and 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 Facility pursuant to be utilized on which such Borrowing Dateincurrence is being made, (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 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, (iv) the date of such Borrowing incurrence (which shall be a Business Day)) and (iv) whether the respective Borrowing shall consist of Base Rate Loans, (v) Eurodollar Loans or Fixed Rate Loans and, if Eurodollar Loans, the initial 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 (or telephonic notice promptly confirmed in writing) of such each proposed Borrowing, incurrence of Loans 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. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent, prior to receipt of written confirmation may act without liability upon the basis of and consistent with such telephonic notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice, unless such record reflects gross negligence or willful misconduct on the part of the Administrative Agent.

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 ​ -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)) 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 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 (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. (b) Whenever the US Borrower or the UK Borrower desires to incur Revolving Credit Loans or Extended Revolving Credit Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at the Administrative Agent’s Office as specified in Section 14.2, (i) prior to 12:00 Noon (Local Time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans and (ii) prior to 12:00 Noon (New York time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of ABR Loans; provided that for any deemed borrowing of Revolving Credit Loans pursuant to Section 2.1(b)(i) and (ii) such notice will not be required. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the borrower of the Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, which shall be either the US Borrower or the UK Borrower, (ii) the currency in which the Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, are to be made, which shall be Dollars or a Foreign Currency, (iii) the aggregate principal amount of the Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, to be made pursuant to such Borrowing (which, in the case of a Foreign Currency Borrowing, shall be stated in both the applicable Foreign Currency and the Dollar Equivalent thereof), (iii) the date of Borrowing (which shall be a Business Day), (iv) whether the respective Borrowing shall consist of ABR Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans and, if Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans, the Interest Period to be initially applicable thereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (c) Whenever the US Borrower desires to incur Swingline Loans hereunder, it shall give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York time) on the date of such Borrowing. Each such notice shall be irrevocable and shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) the number and location of the account to which funds are to be disbursed. (d) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the US Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a). (f) Without in any way limiting the obligation of the US Borrower or the UK Borrower, as the case may be, to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the US Borrower or the UK Borrower, as the case may be. In each such case, the US Borrower and the UK Borrower each hereby waive the right to dispute the Administrative 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 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)) 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 (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’ 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) the initial Interest Period to be applicable thereto thereto, (viiv) the use of the proceeds of the Loans made pursuant to such Borrowing, and (v) 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. (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of Borrowing in accordance with Section 1.03(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of Notice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such Borrowing of Loans, absent manifest error.

Notice of Borrowing. Subject (a) With respect to any Committed Borrowing, the Borrower shall give Administrative Agent notice not later than 11:00 a.m. (Dallas, Texas time) (w) one Business Day before each Base Rate Borrowing, or (x) three Business Days before each Euro-Dollar Borrowing denominated in Dollars, or (y) four (4) Business Days before each Euro-Dollar Borrowing denominated in an Alternate Currency (Euro or Pounds Sterling only), or (z) five (5) Business Days before each Euro-Dollar Borrowing denominated in an Alternate Currency (Yen or Australian Dollars only), specifying: (i) the date of such Borrowing, which shall be a Business Day in the case of a Base Rate Borrowing or a Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, and if Euro-Dollar Loans are requested other than in Dollars, the type and amount of the Alternate Currency being requested, (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the second parenthetical in Section 2.02(a)(ii)provisions of the definition of Interest Period, (v) if such Borrowing is to be made by a Qualified Borrower, whenever the identity of the Qualified Borrower, and (vi) payment instructions for the delivery of such Borrowing. (b) Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office Administrative Agent, and the designated Fronting Bank, written notice, signed by an Authorized Officer, in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued, or to have Letters of Credit issued on behalf of a Subsidiary, hereunder no later than 10:00 a.m., Dallas, Texas time, at least three four (4) Business Days’ Days (or five (5) Business Days in the case of a Letter of Credit denominated in Yen or Australian Dollars) prior written notice to the date of each Loan to be made hereunder, provided that any such issuance. Each such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. the applicable application form (Frankfurt timetogether with such reasonable changes as may be requested by Borrower) (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”)pertinent Fronting Bank, 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) if Alternate Currency is requested, the portion type of the Total Commitment to be utilized on such Borrowing DateAlternate Currency being requested, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loansdesignated Fronting Bank, (iii) if the Borrower and/or aggregate 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 requested Letters of Credit (which in no event shall be funded by the Loans to be incurred on such Borrowing Date, less than the Dollar Equivalent Amount of $50,000), (iii) the portion individual amount of each requested Letter of Credit and the Total Commitment number of Letters of Credit to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsissued, (iv) the date of such Borrowing issuance (which shall be a Business Day), (v) the initial Interest Period to be applicable thereto name and address of the beneficiary, (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 expiration date of the YardLetter of Credit, Hermes and/or which shall not be later than the provider first anniversary of the foreign exchange arrangements referenced date of issuance (which in no event shall be later than twelve (12) months after the definition of Dollar EquivalentMaturity Date), (vii) that all representations the purpose and warranties made by each circumstances for which such Letter of 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 being issued and (viii) the Dollar Availability terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Business Day thereafter by facsimile. Notwithstanding anything contained herein to the contrary, the Borrower shall complete and deliver to the Fronting Bank any required documentation in connection with any requested Letter of Credit no later than two (2) Business Days prior to the issuance thereof. No later than 10:00 a.m., Dallas, Texas time, on the date that is four (4) Business Days prior to the date of issuance (or five (5) Business Days in the case of a Letter of Credit denominated in Yen or Australian Dollars), the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law. In determining whether to pay on such Borrowing Date together with calculations evidencing Letter of Credit, the determination of such Dollar Availability (in form Fronting Bank shall be responsible only to determine that the documents and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is certificates required to make Loans, notice be delivered under the Letter of such proposed Borrowing, Credit have been delivered and that they comply on their face with the requirements of such Lender’s proportionate share thereof and that Letter of the other matters required by the immediately preceding sentence to be specified in the Notice of BorrowingCredit.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (i) When the Borrower desires to make a Borrowing hereunderborrow Revolving Loans pursuant to this Section 2.1, it shall give provide telephonic notice to the Facility Agent at its Notice Office at least three Business Days’ prior followed promptly by a 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 2.1(c), duly completed and executed by a Responsible Officer (a "Notice of Borrowing"), (A) no later than 10:00 a.m. on the proposed Funding Date, appropriately in the case of a Borrowing of Base Rate Loans, or (B) no later than 10:00 a.m. at least three Euro-Dollar Business Days before the proposed Funding Date, in the case of a Borrowing of Euro-Dollar Rate Loans. (ii) No Lender Party shall incur any liability to the Borrower or the other Lender Parties in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in making any Loan in accordance with this Agreement pursuant to any telephonic notice and, upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice, the Borrower shall have effected Revolving Loans hereunder. (iii) The Borrower shall notify the Agent of the names of its officers and employees authorized to request and take other actions with respect to Loans on behalf of the Borrower (each a "Responsible Officer") by providing the Agent with a Notice of Responsible Officers substantially in the form of Exhibit 2.1(c)(iii), duly completed and executed by a Senior Officer (a "Notice of Responsible Officers"). The Agent shall be entitled to specify rely conclusively on a Responsible Officer's authority to request and take other actions with respect to Loans on behalf of the Borrower until the Agent receives a new Notice of Responsible Officers that no longer designates such Person as a Responsible Officer. (iiv) Any Notice of Borrowing (or telephonic notice) delivered pursuant to this Section 2.1 shall be irrevocable and, subject to Section 2.12(a), the Borrower shall be bound to make a Borrowing in accordance therewith. (v) The Agent shall promptly notify each Lender of the contents of any Notice of Borrowing (or telephonic notice) received by it, and such Lender's pro rata portion of the Total Commitment Borrowing requested. Prior to be utilized 11:00 a.m. on the date specified in such Borrowing notice as the Funding Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loanseach Lender, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect subject to the installment payments due terms and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Dateconditions hereof, the Dollar Equivalent of the shall make its pro rata 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 Partyavailable, in or pursuant Dollars and in immediately available funds, 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) Agent at 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's Account.

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 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)) 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 Borrower shall request Term Loans by delivering 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 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 2.08which contains or specifies, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify among other things: (i) the portion of the Total Commitment to be utilized on such Borrowing Daterequested Term Loan which shall bear interest as is provided in (A) Section 2.1.1(c)(i) (individually, a “Base Rate Term Loan” and, collectively, the “Base Rate Term Loans”) or (B) Section 2.1.1(c)(ii) (individually, a “SOFR Term Loan” and, collectively, the “SOFR Term Loans”); (ii) whether the Loans to aggregate principal amount of the requested Term Loan, which shall be made on in the minimum amount of $2,000,000, or, if the remaining Total Term Loan Commitment is less than $2,000,000, such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, remaining amount; (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 proposed date 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 requested Term Loan (which shall be a Business Day); (iv) in the case of any requested Term Loan to be made as a SOFR Term Loan, the initial Interest Period requested therefor (which shall be an Interest Period contemplated by Section 2.1.3(c)); (v) the allocation of the requested Term Loan among the Funded Projects (including any Project for which such Borrowing represents the initial Interest Period to be applicable thereto Borrowing for such Project); and (vi) a certification by the Borrower that, as of the date such requested Term Loan is proposed to which account(sbe made, the Term Loan proposed to be made on such date, when added together with all other Term Loans made under this Agreement, does not exceed the then applicable Total Term Loan Commitment. The Borrower shall request no more than one (1) Term Loan per calendar month. The Borrower shall give each Notice of Borrowing to Administrative Agent so as to provide not less than the Minimum Notice Period applicable to Term Loans of the Type requested. Any Notice of Borrowing may be modified or revoked by the Borrower through the Business Day prior to the Minimum Notice Period, and shall thereafter be irrevocable. If any Notice of Borrowing does not specify whether the requested Term Loans will be Base Rate Term Loans or SOFR Term Loans, such Term Loans shall be Base Rate Term Loans. If no Interest Period is specified with respect to any requested SOFR Term Loans, then the Borrower will be deemed to have selected an Interest Period of one (1) month’s duration. The proceeds of such all Term Loans are to shall be deposited (it being understood that pursuant to Section 2.04 into 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 applicable Construction Accounts 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 BorrowingDepositary Agreement.

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 (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 1:00 p.m. (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 (or such shorter notice as is approved by the Administrative Agent in its reasonable discretion); provided, however, that any notice in respect of Borrowings to be made hereunderon the Closing Date, including any Borrowing of Revolving Loans that are LIBOR Loans, EURIBOR Loans or by way of Banker’s Acceptances and BA Equivalent Notes, may be provided that any on the Business Day prior to 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)advance. 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 or shall be in Euros and shall consist of European Base Rate Loans or EURIBOR 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 or European Base Rate Loans in Euros, 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. (b) Whenever a Borrower desires to incur Swingline Loans hereunder, the Borrower Representative shall give the Swingline Lender written notice with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to 12:00 p.m. (Toronto time) on the date of such Borrowing. Each such notice shall specify (w) whether the Borrowing will be in U.S. Dollars, Dollars or Euros, (x) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing, (y) the date of Borrowing (which shall be a Business Day), and (z) the identity of the applicable Borrower. (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with each Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (d) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a). (e) Without in any way limiting the obligation of the Borrower Representative to confirm in writing any notice it shall give hereunder by telephone (which such obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower Representative.

Notice of Borrowing. Subject Each Borrowing shall be made on notice, given not later than (x) 11:00 a.m. (New York City time) on the third Business Day prior to the second parenthetical in Section 2.02(a)(ii), whenever date of the Borrower desires to make a proposed 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 a Borrowing consisting of Term SOFR Loans, or (y) 9:00 a.m. (New York City time) on the first Initial Business Day of the proposed Borrowing Date)in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such written notice of a Borrowing (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given in writing, delivered by email, signed by a duly authorized officer of the Borrower and in substantially in the form of Exhibit AB hereto, appropriately completed to specify specifying therein in compliance with Section 2.01: (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; (ii) the Type of Loans comprising such Borrowing; (iii) the aggregate amount of such Borrowing; (iv) in the case of a Borrowing (which shall be a Business Day)consisting of Term SOFR Loans, the initial Interest Period for each such Loan; and (v) the initial Interest Period to be applicable thereto (vi) location and number of the Borrower’s account to which account(s) the proceeds of such Loans funds are to be deposited disbursed. Notwithstanding anything herein to the contrary, (i) the Borrower may not select Term SOFR Loans for any Borrowing if the obligation of the Lenders to make Term SOFR Loans shall then be suspended pursuant to Section 2.06(b), 2.08 or 2.13, and (ii) in no event shall the Borrower be permitted to request a Daily Simple SOFR Loan (it being understood and agreed 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 Adjusted Daily Simple SOFR shall only apply to the Credit Documents are true and correct extent provided 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 dateSection 2.08(a) 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 AgentSection 2.08(b)(v). 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 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)) 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 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 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 Each Borrowing shall be made on notice, given not later than (x) 11:00 a.m. (New York City time) on the third U.S. Government Securities Business Day prior to the second parenthetical in Section 2.02(a)(ii), whenever date of the Borrower desires to make a proposed 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 a Borrowing consisting of Term SOFR Loans, or (y) 9:00 a.m. (New York City time) on the first Initial Business Day of the proposed Borrowing Date)in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such written notice of a Borrowing (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, ) shall be irrevocable and shall be given in writing, delivered by email, signed by a duly authorized officer of the Borrower and in substantially in the form of Exhibit AB hereto, appropriately completed to specify specifying therein in compliance with Section 2.01: (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; (ii) the Type of Loans comprising such Borrowing; (iii) the aggregate amount of such Borrowing; (iv) in the case of a Borrowing (which shall be a Business Day)consisting of Term SOFR Loans, the initial Interest Period for each such Loan; and (v) the initial Interest Period to be applicable thereto (vi) location and number of the Borrower’s account to which account(s) the proceeds of such Loans funds are to be deposited disbursed. Notwithstanding anything herein to the contrary, (i) the Borrower may not select Term SOFR Loans for any Borrowing if the obligation of the Lenders to make Term SOFR Loans shall then be suspended pursuant to Section 2.06(b), 2.08 or 2.13, and (ii) in no event shall the Borrower be permitted to request a Daily Simple SOFR Loan (it being understood and agreed 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 Adjusted Daily Simple SOFR shall only apply to the Credit Documents are true and correct extent provided 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 dateSection 2.08(a) 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 AgentSection 2.08(b)(v). 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 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. (b) Whenever a Borrower desires to incur Swingline Loans hereunder, such Borrower shall give the Administrative Agent and the applicable Swingline Lender no later than (x) in the case of U.S. Dollar Denominated Swingline Loans, 1:00 P.Mp.m. (New York City time) or (y) in the case of Canadian Dollar Denominated Swingline Loans, 12:00 noon (New York City time), on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (Ai) the date of Borrowing (which shall be a Business Day), (Bii) the principal amount of the Swingline Loan to be incurred pursuant to such Borrowing (stated in the Available Currency) and (Ciii) whether the Swingline Loan being incurred pursuant to such Borrowing shall constitute a U.S. Facility Swingline Loan or a Canadian Facility Swingline Loan. Promptly after receipt by the applicable Swingline Lender of any such notice, such Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such notice and, if not, such Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. If the provisions of the preceding two sentences shall have been complied with, unless such Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to (x) in the case of U.S. Dollar Denominated Swingline Loans, 2:00 p.m. (New York City time) or (y) in the case of Canadian Dollar Denominated Swingline Loans, 1:00 p.m. (New York City time) on the date of the proposed date of Borrowing directing such Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in clauses (i) through (v) of Section 2.01(b) and in the proviso to Section 2.01(b) that one or more of the applicable conditions precedent specified in Section 7 (including, without limitation, the Borrowing Base limitations set forth in Section 7.03) is not then satisfied, then, subject to the terms and conditions hereof, such Swingline Lender may, in its sole discretion, on the borrowing date specified in such notice, make the amount of the requested Swingline Loan available to the relevant Borrower; (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with each Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(a). (d) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or theany Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or thesuch Swingline Lender, as the case may be, in good faith to be from a Responsible Officer of such Borrower, prior to receipt of written confirmation. In each such case, the Administrative Agent’s or the applicable Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, shall be conclusive absent manifest error.

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 less than thirty (30) days after the date of such Borrowing but 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 Whenever the second parenthetical in Section 2.02(a)(ii), whenever the Borrower Company desires to make obtain a Borrowing hereunderRevolving Loan, it and, in any case, promptly after receiving notice from the Agent of the making of a Revolving Loan in accordance with the terms hereof by reason of a Drawing, the Company shall give notify 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 (which notice shall be deemed to have been given on a certain day only if given before irrevocable) by telex, telegraph or telephone received no later than 11:00 A.M. a.m. (Frankfurt Hartford, Connecticut time) on the date one (unless such 11:00 A.M. deadline is waived by 1) Business Day before the Facility Agent date of the requested Revolving Loan in the case of a Prime Rate Loan and no later than 3:00 p.m. (Hartford, Connecticut time) on the first Initial Borrowing Datedate three (3) Business Days before the date of the requested Revolving Loan in the case of a LIBOR Loan. Such notice shall specify: (i) the effective date and amount of the requested Revolving Loan; (ii) the interest rate option to be applicable thereto; and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of Interest Period). Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, notification shall be irrevocable and shall be given immediately followed by a written confirmation thereof by the Borrower Company in substantially in the form of Exhibit AA attached hereto (the "Notice of Borrowing"); provided, appropriately completed to specify (i) however, that if such written confirmation differs in any material respect from the portion action taken by the Agent, the records of the Total Commitment to be utilized on such Borrowing DateAgent shall control absent manifest error. Notwithstanding the foregoing, (ii) whether the Loans to no Revolving Loan shall be made on such Borrowing Date unless at the time thereof: (a) no Default or Event of Default shall consist exist; and (b) as 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 making such Revolving Loan, no event, circumstance or condition shall exist or shall have occurred and be continuing which has a Material Adverse Effect. In addition, the Agent shall only be required to advance in connection with any Notice of Borrowing an amount up to the total amount of funds made available to the Agent by the Banks in accordance with Section 2.1.5. relating to such Notice of Borrowing (which but this condition shall not 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 construed as affecting 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 any manner any Bank's obligation to make Loans, notice of funds available in accordance with 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 BorrowingSection 2.1.5.).

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever Whenever the Borrower desires to make a Borrowing incur Loans hereunder, it shall give the Facility Administrative Agent at its the Notice Office at least three Business Days’ prior written notice (or one Business Day in the case of the initial Borrowing of Term Loans after the Closing Date) 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. 10:00 AM (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 the “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 and include: (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 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, (ii) in the case of a Notice of Borrowing delivered in respect of the Initial Borrowing Date, the Dollar Equivalent calculations required to establish whether the Borrower is in compliance with the provisions of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, Section 2.01(c), (iviii) the date of such Borrowing (which shall be a Business Day), (iv) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, 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 in accordance with 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)2.08. 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 In the event that the Company shall elect to borrow from the Lenders pursuant hereto, the Company shall give written notice thereof to each Lender not 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 proposed date of each Loan to be made hereunder, provided that any such Loans. Each 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”)facsimile transmission, except as otherwise expressly provided in Section 2.08promptly confirmed by letter, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify 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 (proposed Loans, which shall be a Business Day; (ii) the aggregate amount of such proposed Loans, which Loans shall be in increments of $100,000; (iii) each Lender's pro rata portion of the aggregate amount of such proposed Loans (i.e., such Lender's respective Loan) (determined on the basis of the ratio of such Lender's Commitment to the aggregate amount of all Commitments), which when aggregated together with the amount of all Loans of such Lender then outstanding shall not exceed the Commitment of such Lender; (viv) the initial Interest Period to be applicable thereto (vi) bank account or accounts to which account(s) the proceeds of such Loans are to should be deposited paid by the Lenders; and (it being understood that pursuant to Section 2.04 v) the Borrower may designate one or more accounts intended use of the Yardproceeds of such Loans. Upon such notice properly given, 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 subject to the Credit Documents are true and correct in all material respects determination by the Required Holders that (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 (viiii) the Dollar Availability on such Borrowing Date together with calculations evidencing Company has satisfied the determination of such Dollar Availability (terms and conditions to the Lenders' obligations as set forth in form and substance reasonably Section 4.2 hereof, including, without limitation, compliance satisfactory to the Facility AgentRequired Holders in their sole discretion with the terms of Section 6.2(a) for use of proceeds, and (ii) there is no additional borrowing availability under that certain Amended and Restated Revolving Loan and Security Agreement dated December 29, 1995 between the Company and Congress Financial Corporation, as amended (the "Congress Facility"). The Facility Agent , the Lenders shall promptly give each Lender which is required fund their respective Loans at the time and 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 account(s) specified in the Notice of BorrowingCompany's notice.

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), whenever the The relevant Borrower desires to make a Borrowing hereunder, it shall give the Facility Administrative 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”)) before 10:00 a.m. (New York time) on (x) the date of each ABR Borrowing and Euro Reference Rate Borrowing, except as otherwise expressly provided (y) the third London Business Day before each LIBOR Borrowing and (z) the third TARGET Day before each EURIBOR Borrowing, 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 each case specifying: (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 (Borrowing, which shall be a Domestic Business Day)Day in the case of an ABR Borrowing, a London Business Day in the case of a LIBOR Borrowing or a TARGET Day in the case of a EURIBOR Borrowing, (ii) the aggregate amount of such Borrowing, (iii) the applicable Agreed Currency for such Borrowing, (iv) whether the Loans comprising such Borrowing are to be (a) ABR Loans or LIBOR Loans, if such Borrowing is to be in an Agreed Currency other than Euros, or (b) EURIBOR Loans, if such Borrowing is to be in Euros, (v) in the initial case of a LIBOR Borrowing or a EURIBOR Borrowing, the duration of the Interest Period applicable thereto, subject to be applicable thereto the provisions of the definition of Interest Period, and (vi) to which account(s) whether the proceeds of such Loans Borrowing are to be deposited used to (it being understood that pursuant to Section 2.04 the Borrower may designate one x) finance an Acquisition or more accounts of the Yard(y) refinance commercial paper (and, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition case of Dollar Equivalentthis clause (y), (vii) that all representations and warranties made by each Credit Party, such Borrowing shall be deemed to utilize Reserved Commitment Amounts in or pursuant an amount equal 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 amount 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 AgentBorrowing). 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 2.08, 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 hereunder, it shall give the Facility Administrative 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. 4:00 P.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) the initial Interest Period to be applicable thereto thereto, (viiv) the Vessel or Vessels the proceeds of the Loan or Loans made pursuant to such Borrowing are being used to purchase, and (v) 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. (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of Borrowing in accordance with Section 1.03(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of Notice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such Borrowing of Loans, absent manifest error.

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 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 (i) When the Borrower desires to make a Borrowing hereunderborrow Revolving Loans pursuant to this Section 2.1, it shall give provide telephonic notice to the Facility Agent at its followed promptly by a written 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 Borrowing substantially in the case form of the first Initial Borrowing DateExhibit 2.1(c). Each such written notice , duly completed and executed by a Responsible Officer (each a “Notice of Borrowing”), except as otherwise expressly provided (A) no later than 10:00 a.m. on the proposed Funding Date, in Section 2.08the case of a Borrowing of Base Rate Loans, (B) no later than 10:00 a.m. at least three Euro-Dollar Business Days before the proposed Funding Date, in the case of a Borrowing of Euro-Dollar Rate Loans or (B) no later than 10:00 a.m. at least three CDOR Business Days before the proposed Funding Date, in the case of a Borrowing of CDOR Rate Loans. (ii) No Lender Party shall be irrevocable and shall be incur any liability to the Borrower or the other Lender Parties in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in making any Loan in accordance with this Agreement pursuant to any telephonic notice and, upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice, the Borrower shall have effected Revolving Loans hereunder. (iii) The Borrower shall notify the Agent of the names of its officers and employees authorized to request and take other actions with respect to Loans and Letters of Credit on behalf of the Borrower (each a “Responsible Officer”) by providing the Agent with a Notice of Responsible Officers substantially in the form of Exhibit A2.1(c)(iii), appropriately duly completed and executed by a Senior Officer (a “Notice of Responsible Officers”). The Agent shall be entitled to specify rely conclusively on a Responsible Officer’s authority to request and take other actions with respect to Loans and Letters of Credit on behalf of the Borrower until the Agent receives a new Notice of Responsible Officers that no longer designates such Person as a Responsible Officer. (iiv) Any Notice of Borrowing (or telephonic notice) delivered pursuant to this Section 2.1 shall be irrevocable and, subject to Section 2.12(a), the Borrower shall be bound to make a Borrowing in accordance therewith. (v) The Agent shall promptly notify each Tranche A Lender and/or each Tranche B Lender, as applicable, of the contents of any Notice of Borrowing (or telephonic notice) received by it, and such Lender’s pro rata portion of the Total Commitment Borrowing requested. Prior to be utilized 11:00 a.m. on the date specified in such Borrowing notice as the Funding Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of each Tranche A Loans Lender or Tranche B LoansLender, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect as applicable, subject to the installment payments due terms and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Dateconditions hereof, the Dollar Equivalent of the shall make its pro rata portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsavailable, (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)applicable currency and in Same Day Funds, (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) Agent at 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 BorrowingAccount.

Notice of Borrowing. Subject (a) With respect to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it Borrower shall give the Facility Administrative Agent at its Notice Office by 11:00 a.m. (New York time) at least three Business Days’ prior written notice of each Loan to be made hereunder, provided that any the Closing Date (or 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 lesser time period as reasonably agreed by the Facility Agent in the case of the first Initial Borrowing DateAdministrative Agent). Each such 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 Borrower in a form reasonably satisfactory to the Borrower substantially in the form of Exhibit AAdministrative Agent, 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), and (v) the initial Interest Period to be applicable thereto (viiii) 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. (b) Without in any way limiting the obligation of Borrower to deliver a written Notice of Borrowing in accordance with Section 1.03(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from the Chairman of the Board, Chief Administrative Officer, President, Chief Financial Officer or the Treasurer of Borrower (or any other officer of Borrower designated in writing to the Administrative Agent by the Chief Executive Officer, Chief Administrative Officer, President or Treasurer of Borrower as being authorized to give such notices under this Agreement) prior to receipt of a Notice of Borrowing. In each such case, Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such proposed Borrowing, absent manifest error.

Notice of Borrowing. Subject In the event that the Borrowers shall elect to borrow from the Lenders pursuant hereto, the Company shall give written notice thereof to each Lender not 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 proposed date of each Loan to be made hereundersuch Loans, provided that any such notice shall not be deemed required with respect 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 the Closing Date. Each such Borrowing Date notice shall consist of Tranche A Loans or Tranche B Loansbe by facsimile transmission, promptly confirmed by letter, and shall specify therein: (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, (ivi) the date of such Borrowing (proposed Loans, which shall be a Business Day; (ii) the aggregate amount of such proposed Loans, which Loans shall be in increments of $100,000; (iii) each Lender's pro rata portion of the aggregate amount of such proposed Loans (i.e., such Lender's respective Loan) (determined on the basis of the ratio of such Lender's Commitment to the aggregate amount of all Commitments), which when aggregated together with the amount of all Loans of such Lender then outstanding shall not exceed the Commitment of such Lender; (viv) the initial Interest Period to be applicable thereto (vi) bank account or accounts to which account(s) the proceeds of such Loans are to should be deposited paid by the Lenders; and (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts v) a general description of the Yard, Hermes and/or the provider intended use of the foreign exchange arrangements referenced in the definition proceeds of Dollar Equivalent)such Loans. Upon such notice properly given, (vii) that all representations and warranties made by each Credit Party, in or pursuant subject to the Credit Documents are true determination by the Required Holders that the Borrowers have satisfied the terms and correct conditions to the Lenders' obligations as set forth in all material respects (unless stated to relate to a specific earlier dateSection 4.2 hereof, 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 including, without limitation, compliance satisfactory to the Facility Agent). The Facility Agent Required Holders in their sole discretion with the terms of Section 6.2(a) for use of proceeds, and the Lenders shall promptly give each Lender which is required fund their respective Loans at the time and 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 account(s) specified in the Notice of BorrowingCompany's notice.

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 Borrower, through one of its Authorized Representatives, shall request each Revolving Advance under the second parenthetical Line of Credit by giving the Agent irrevocable written notice or telephonic notice (confirmed promptly in Section 2.02(a)(iiwriting), 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 AC attached hereto (each, appropriately completed to specify a "Notice of Borrowing"), which specifies, among other things: (ia) the portion principal amount of the Total Commitment to be utilized on such Borrowing Date, requested borrowing; (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 proposed date of such Borrowing (borrowing, which shall be a Business Day); (c) the interest rate option applicable to such borrowing; provided, however, in the case of LIBOR-based borrowings, (vi) 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 no Default 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 shall exist at the time of any requested borrowing, (ii) Borrower may have outstanding not more than ten (10) LIBOR-based borrowings at any time and (iii) such borrowings shall be subject to the minimum dollar requirements set forth in Section 2.5(a)(ii) hereof ; and (d) if the amounts advanced will bear interest determined in relation to LIBOR, the length of the Fixed Rate Term applicable thereto. Each such Notice of Borrowing must be received by the Agent not later than 11:00 a.m. on the Business Day of the date of borrowing if interest will be continuing after giving effect determined in relation to such Borrowing the Prime Rate, and (viiiii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability at least three (in form and substance reasonably satisfactory 3) Business Days prior to the Facility Agent)date of borrowing if interest will be determined in relation to LIBOR; provided however, that the Agent will permit borrowing requests to be made by telephone only and on the same day if interest will be determined in relation to the Prime Rate. The Facility Agent shall promptly give notify each Lender which is required to make Loans, notice of such proposed Borrowing, the contents of such Lender’s proportionate share thereof each Notice of Borrowing and of the other matters required by amount of the immediately preceding sentence disbursement or advance to be made by such Lender. Except for LIBOR-based advances, which shall be in the minimum amount and integral multiples specified in Section 2.5(a)(ii), each advance shall be in the Notice minimum amount of Borrowing$100,000 and in integral multiples of $10,000. All Revolving Advances made under this Agreement shall be conclusively presumed to have been made to, at the request of, and for the benefit of Borrower when deposited to the credit of Borrower or otherwise disbursed in accordance with the instructions of Borrower or in accordance with the terms and conditions of this Agreement.

Notice of Borrowing. Subject Borrower shall request Term Loans by delivering 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 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 2.08which contains or specifies, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify among other things: (i) the portion of the Total Commitment to be utilized on such Borrowing Daterequested Term Loan which shall bear interest as is provided in (A) Section 2.1.1(c)(i) (individually, a “Base Rate Term Loan” and, collectively, the “Base Rate Term Loans”) or (B) Section 2.1.1(c)(ii) (individually, a “SOFR Term Loan” and, collectively, the “SOFR Term Loans”); (ii) whether the Loans to aggregate principal amount of the requested Term Loan, which shall be made on in the minimum amount of $2,000,000, or, if the remaining Total Term Loan Commitment is less than $2,000,000, such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, remaining amount; (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 proposed date 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 requested Term Loan (which shall be a Business Day); (iv) in the case of any requested Term Loan to be made as a SOFR Term Loan, the initial Interest Period requested therefor (which shall be an Interest Period contemplated by Section 2.1.3(c)); (v) the allocation of the requested Term Loan among the Funded Projects (including any Project for which such Borrowing represents the initial Interest Period to be applicable thereto Borrowing for such Project); and (vi) a certification by the Borrower that, as of the date such requested Term Loan is proposed to which account(sbe made, the Term Loan proposed to be made on such date, when added together with all other Term Loans made under this Agreement, does not exceed the then applicable Total Term Loan Commitment. The Borrower shall request no more than one (1) Term Loan per calendar quarter. The Borrower shall give each Notice of Borrowing to Administrative Agent so as to provide not less than the Minimum Notice Period applicable to Term Loans of the Type requested. Any Notice of Borrowing may be modified or revoked by the Borrower through the Business Day prior to the Minimum Notice Period, and shall thereafter be irrevocable. If any Notice of Borrowing does not specify whether the requested Term Loans will be Base Rate Term Loans or SOFR Term Loans, such Term Loans shall be Base Rate Term Loans. If no Interest Period is specified with respect to any requested SOFR Term Loans, then the Borrower will be deemed to have selected an Interest Period of one (1) month’s duration. KE 84627654 The proceeds of such all Term Loans are to shall be deposited (it being understood that pursuant to Section 2.04 into 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 applicable Construction Accounts 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 BorrowingDepositary Agreement.

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 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 EndoChoice Holdings, Inc. (the “Borrower Representative”), except pursuant to that certain Credit and Security Agreement dated as of June 30, 2015 among the Borrower Representative, Endochoice, Inc., Xxxxxx X. Xxxxx, M.D., Inc. and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Funding IV Trust (as successor by assignment from 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 borrow $ of Revolving 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 as of the date hereof, except to relate the extent such representation or warranty relates to a specific earlier date, in which case such representation or warranty is true, correct and complete as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties shall have been true that already are qualified or modified by materiality in the text thereof, and correct in all material respects as of such date(c) and no Default or Event of Default has occurred and is or will be continuing after giving effect to such Borrowing and (viii) on 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 Borrowingdate hereof.

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 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. not later than 10:00 a.m. (Frankfurt Chicago time) (unless x) one Domestic Business Day before each Base Rate Borrowing, or (y) three Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) the date of such 11:00 A.M. deadline is waived by the Facility Agent Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the first Initial case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing Date)are to be Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have letters of credit (each, a “Letter of Credit”) issued, or to have Letters of Credit issued on behalf of a Subsidiary, hereunder no later than 10:00 a.m., Chicago time, at least four (4) Domestic Business Days prior to the date of such issuance. 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 (iI) the portion of the Total Commitment to be utilized on such Borrowing Datedesignated Fronting Bank, (ii) whether the Loans to be made on such Borrowing Date shall consist aggregate amount of Tranche A Loans or Tranche B Loansthe requested Letters of Credit, (iii) if the Borrower and/or individual amount of each requested Letter of Credit and 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 number of Letters of Credit 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 Arrangementsissued, (iv) the date of such Borrowing issuance (which shall be a Domestic Business Day), (v) the initial Interest Period to be applicable thereto name and address of the beneficiary, (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 expiration date of the Yard, Hermes and/or Letter of Credit (which in no event shall be later than twelve (12) months after the provider of the foreign exchange arrangements referenced in the definition of Dollar EquivalentMaturity Date), (vii) that all representations the purpose and warranties made by each circumstances for which such Letter of 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 being issued and (viii) the Dollar Availability terms upon which each such Letter of Credit may be drawn upon. Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. Notwithstanding anything contained herein to the contrary, the Borrower shall complete and deliver to the Fronting Bank any required documentation in connection with any requested Letter of Credit no later than two (2) Domestic Business Days prior to the issuance thereof. No later than 10:00 a.m., Chicago time, on such Borrowing Date together with calculations evidencing the determination date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Dollar Availability (in form and substance reasonably satisfactory Letter of Credit, which if presented by such beneficiary prior to the Facility Agentexpiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder prior to the third Domestic Business Day following the date that such draft is presented if such presentation is made later than 10:00 A.M. Chicago time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. Chicago time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on any Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. The Facility Administrative Agent shall promptly give provide 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 Banks, quarterly, a summary of Borrowingall outstanding Letters of Credit.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the (i) Whenever Borrower desires to make a Borrowing hereunderborrow under this Section 2.1, it but in no event more than seven (7) times during any one (1) calendar month, Borrower shall give Agent, at Wellx Xxxgo Real Estate Group Disbursement Center, 2120 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, xxth a copy to: Wellx Xxxgo Bank, Real Estate Group, 2030 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, Xxtention: Relationship Manager, or such other address as Agent shall designate, an original or facsimile Notice of Borrowing no later than 9:00 a.m. (Pacific Coast time), not less than three (3) nor more than five (5) Business Days prior to the Facility Agent at its Notice Office at least three Business Days’ prior written notice proposed Funding Date 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, Loan. (ii) whether the Loans to be made on such Each Notice of Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, specify (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, (iv1) the date of such Borrowing Funding Date (which shall be a Business Day)) in respect of the Loan, (v2) the initial Interest Period amount of the proposed Loan, provided that the aggregate amount of such proposed Loan shall equal One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, (3) whether the Loan to be applicable thereto made thereunder will be a Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, the Interest Period, (vi4) to which account(s) account of Borrower the proceeds of such Loans funds are to be deposited directed, and (it being understood that 5) the proposed use of such Loan. Any Notice of Borrowing pursuant to this Section 2.1.2 shall be irrevocable. (iii) Notwithstanding the foregoing or any other provision hereof to the contrary: in addition to the number of Loans permissible monthly under the general Facility 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 Equivalent2.1.2 (a) (i), Borrower shall be permitted to borrow under the Swing Line up to four (vii4) times during any calendar month, provided 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 dateA) 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.Borrowing with respect to any Swing Line Borrowing shall be given by Borrower to Agent no later than 9:00 a.m. (Pacific Coast time) on the proposed Funding Date of such Swing Line Borrowing and shall designate such Borrowing as a Base Rate Loan; and (B) each requested

Notice of Borrowing. Subject to Whenever the second parenthetical in Section 2.02(a)(ii), whenever the DIP Borrower desires to make a Borrowing incur DIP Loans hereunder, it the DIP Borrower shall give the Facility Agent at its Notice Office at least three Business Days’ prior DIP Lender written notice of each Loan such DIP Loans, not later than 11:00 a.m., New York City time (or such later time as may be acceptable to be made hereunderthe DIP Lender in its sole discretion), provided that any five (5) Business Days (or 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 shorter period as agreed by the Facility Agent DIP Lender in its sole discretion) before the case date of the first Initial Borrowing Date)proposed funding of such DIP Loan. 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 specify the Borrower substantially in the form of Exhibit A, appropriately completed to specify following information: (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 funding of such Earmarked Foreign Exchange ArrangementsDIP Loan, (iv) the date of such Borrowing (which shall be a Business DayDay during the Availability Period, (ii) the aggregate principal amount of such DIP Loan, and (iii) a statement certified by an authorized officer of the DIP Borrower that the conditions set forth in Section 4(a) or (b), as applicable, will be satisfied or waived as of the date the requested DIP Loan is made. The DIP Borrower shall indemnify the DIP Lender against any loss, cost or expense incurred by the DIP Lender as a result of any failure to fulfill on or before the funding date in respect of such DIP Loan specified in such Notice of Borrowing the conditions set forth in Section 4(a) or (v) b), as applicable, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the initial Interest Period liquidation or reemployment of deposits or other funds acquired by the DIP Lender to fund the DIP Loan to be applicable thereto (vi) to which account(s) made by the proceeds DIP Lender as part 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 YardDIP Loan when such DIP Loan, 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 as a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as result of such date) and no Event of Default failure, is or will be continuing after giving effect to such Borrowing and (viii) the Dollar Availability not made 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 Borrowingdate.

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 hereunderRevolving Loan, it shall give the Facility Agent at its Notice Office Agent, prior to 12:00 noon (Cleveland time), at least three Business Days’ two (2) Cleveland Banking Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Revolving Loan to be made hereunder, provided that any such subject to the LIBOR Rate Option and at least one (1) Cleveland Banking Days' prior written notice shall (or telephonic notice promptly confirmed in writing) of each Revolving Loan to be deemed subject 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)Base Rate Option. Each such written notice (each each, a “"Notice of Borrowing”), except " a form of which is attached hereto as otherwise expressly provided in Section 2.08, Exhibit F) 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 each Revolving Loan to be utilized on such Borrowing Datemade, which shall be an amount equal to an integral multiple of $500,000, (ii) whether the Loans date such Revolving Loan(s) is 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 Cleveland Banking Day and, in the case of a Revolving Loan based on the LIBOR Rate Option, a London Banking Day), and (viii) whether the initial Revolving Loan(s) shall be subject to the Base Rate Option or the Libor Rate Option and, in the latter case, 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 Agent shall promptly give each Lender which is required to make Loans, Bank written notice (or telephonic notice promptly confirmed in writing) of such each proposed BorrowingRevolving Loan, of such Lender’s proportionate Bank'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. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Agent may, prior to receipt of written confirmation, act without liability upon the basis of such telephonic notice, believed by the Agent in good faith to be from an Authorized Fiscal Officer of the Borrower. In such case, the Borrower hereby waives the right to dispute the Agent's record of the terms of such telephonic notice.

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 at least three Business Days’ prior written notice of each 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 in the case of the first Initial Borrowing Date). Each such written 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 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 thereto, (viiv) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and (v) 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 specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate propor­tion­ate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of Borrowing in accordance with Section 2.03(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from the Chairman of the Board, Chief Administrative Officer, President, Chief Financial Officer or the Treasurer of the Borrower (or any other officer of the Borrower designated in writing to the Administrative Agent by the Chief Executive Officer, Chief Administrative Officer, President or Treasurer of the Borrower as being authorized to give such notices under this Agreement) prior to receipt of Notice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such Borrowing of Loans, absent manifest error.

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). 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.U.S.

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 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. 4:00 P.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) the initial Interest Period to be applicable thereto thereto, (viiv) the use of the proceeds of the Loans made pursuant to such Borrowing, and (v) 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 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of Borrowing in accordance with Section 1.03(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of Notice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice of such Borrowing of Loans, absent manifest error.

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’ 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. 4:00 P.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) the initial Interest Period to be applicable thereto thereto, (viiv) the use of the proceeds of the Loans made pursuant to such Borrowing, and (v) 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. (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of Borrowing in accordance with Section 1.03(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of Notice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such Borrowing of Loans, absent manifest error.

Notice of Borrowing. Subject The Loans shall be requested in writing sent via electronic transmission (which may be delivered to the second parenthetical in Section 2.02(a)(ii), whenever Lender via email) by a Notice of Borrowing executed by an authorized officer of 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. not later than 10:00 a.m. (Frankfurt New York City time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in on any Business Day. In the case of the first Initial Borrowing Date). Each Loan, the Lender will make the requested Loans on or before the date that is one (1) Business Day after the Lender’s receipt of such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, . The Lender shall be irrevocable and shall be given by disburse the Initial Loan Amount to the Borrower substantially by making one or more wire transfers in accordance with a detailed disbursement schedule (the form “Disbursement Schedule”) attached to the Notice of Exhibit ABorrowing, appropriately completed to specify setting forth: (i) the identity of each intended recipient of any portion of the Total Commitment to be utilized on such Borrowing Date, Initial Loan Amount; (ii) whether the Loans amount to be made on paid to each such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, recipient; (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 bank account and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Datewire transfer information for each intended recipient, 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 Material Project Document pursuant to which such payment is required. Nothing in this Section 4 shall be construed to limit the Lender’s rights under, or to waive any condition precedent to the making of the Initial Loan set forth in, Section 6(a). In the case of any Subsequent Loans, the Lender will make such requested Loans on or before the date that is three Business Days after the Lender’s receipt of such Notice of 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 an account specified in the Notice of Borrowing. Unless otherwise agreed by the Lender (in its sole discretion), the Borrower shall be permitted to submit a Notice of Borrowing not more than twice every calendar month and, in any event, in accordance with need demonstrated in the Approved Budget.

Notice of Borrowing. Subject The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to ABN AMRO BANK N.V., Chicago Branch (the "Liquidity Provider"), with reference to the second parenthetical in Section 2.02(a)(iiRevolving Credit Agreement (1997-1C-II) dated as of March 21, 1997, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), whenever that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class C-II Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower desires of a Termination Notice from the Liquidity Provider with respect to make a Borrowing hereunderthe Liquidity Agreement, it shall give the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan which Advance is requested to be made hereunderon ____________, 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 time3) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case The amount 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 Final Advance requested hereby (i) is $_________________.__, which equals the portion Maximum Available Commitment on the date hereof and is to be applied in respect of the Total Commitment to be utilized on such Borrowing Datefunding of the ABN AMRO Sub-Account of the Class C-II Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) whether does not include any amount with respect to the Loans to be made on such Borrowing Date shall consist payment of Tranche principal of, or premium on, the Class C-II Certificates, or principal of, or interest or premium on, the Class A Loans Certificates, the Class B Certificates or Tranche B Loansthe Class C-I Certificates, (iii) if was computed in accordance with the Borrower and/or provisions 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 Loans to be incurred on such Borrowing DateClass C-II Certificates, the Dollar Equivalent Class C-II Trust Agreement and the Intercreditor Agreement (a copy of the portion of the Total Commitment to be borrowed on such Borrowing Date which computation is attached hereto as Schedule I), and evidence of such Earmarked Foreign Exchange Arrangements, (iv) has not been and is not the date subject 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 prior 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 contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class C-II Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Final Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.

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 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 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 Each 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 E (ia "Notice of Borrowing") not later than 10:00 a.m. (Detroit time) on (x) the portion date of the Total Commitment to be utilized on such Borrowing Dateeach Floating Rate Borrowing, (iiy) whether the Loans to be made on such third Eurocurrency Business Day before each Eurocurrency 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 in Dollars to the installment payments due Company, and owing under (z) the relevant Construction Contract fifth Eurocurrency Business Day before each Eurocurrency Borrowing in EURO to be funded by the Loans Company or in any Syndicated Currency to be incurred on such Borrowing DateMasco Europe, 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, specifying: (ivA) the date of such Borrowing (Borrowing, which shall be a Domestic Business Day), Day in the case of a Domestic Borrowing or a Eurocurrency Business Day in the case of a Eurocurrency Borrowing, (vB) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds aggregate amount and Syndicated Currency of such Borrowing, (C) whether the Loans comprising such Borrowing are to be deposited Floating Rate Loans or Eurocurrency Loans, and (it being understood that pursuant to Section 2.04 D) in the Borrower may designate one or more accounts case of a Eurocurrency Borrowing, the duration of the YardInterest Period applicable thereto, Hermes and/or subject to the provider provisions of the foreign exchange arrangements referenced in the definition of Dollar Equivalent)Interest Period. The Company, or Masco Europe if authorized by the Company, shall give the Swingline Lender notice of its request for each Swingline Loan substantially in the form of Exhibit E-1 (viia "Notice of Swingline Borrowing") that all representations and warranties not later than 1:00 p.m. (Detroit time) on the same Business Day such Swingline Loan in Dollars is requested to be made by each Credit Party, in or pursuant to the Credit Documents are true Company, and correct in all material respects (unless stated not later than the time agreed upon by the applicable Borrower and the Swingline Lender with respect 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 any other Swingline Loan. The Agent will be continuing after giving effect to such Borrowing and (viii) make the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability (in form and substance reasonably satisfactory Swingline Loans available 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 Borrowingapplicable Borrower at its relevant Eurocurrency Payment Office.

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 the Borrower desires (i) Whenever Borrowers desire to make a Borrowing hereunderunder SECTION 2 of this Agreement (other than a Borrowing resulting from a conversion or continuation pursuant to SECTION 3.1.2), it Borrowers shall give the Facility Agent at its Notice Office at least three Business Days’ Lender prior written notice (or telephonic notice promptly confirmed in writing) of each Loan to be made hereundersuch Borrowing request (a "Notice of Borrowing"), provided that any such notice which shall be deemed in the form of EXHIBIT C annexed hereto and signed by an authorized officer of Borrowers. Such Notice of Borrowing shall be given by Borrowers no later than 11:00 a.m. at the office of Lender designated by Lender from time to have been given time (a) on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless the Business Day of the requested funding date of such 11:00 A.M. deadline is waived by the Facility Agent Borrowing, in the case of Base Rate Loans, and (b) at least 2 Business Days prior to the first Initial Borrowing Date)requested funding date of such Borrowing, in the case of Euro-Dollar Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each such written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.08, Borrowing (or telephonic notice thereof) shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (ia) the portion principal amount of the Total Commitment to be utilized on 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, (ivb) the date of such Borrowing (which shall be a Business Day), (vc) whether the initial Borrowing is to consist of Base Rate Loans or Euro-Dollar Loans, (d) in the case of Euro-Dollar Loans, the duration of the Interest Period to be applicable thereto thereto, and (vie) the account of Borrowers 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 disbursed. Borrowers may designate one not request any Euro-Dollar Loans if a Default 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 exists unless Lender otherwise consents at such time. (ii) Unless payment is or will be continuing after giving effect to such Borrowing and (viii) otherwise timely made by Borrowers, the Dollar Availability on such Borrowing Date together with calculations evidencing the determination becoming due of such Dollar Availability (in form and substance reasonably satisfactory to the Facility Agent). The Facility Agent shall promptly give each Lender which is any amount required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and be paid with respect to any of the Obligations (whether as principal, accrued interest, fees or other matters required by charges, including the immediately preceding sentence repayment of any LC Outstandings and any amounts owed to any Affiliate of Lender) shall be deemed irrevocably to be specified in a request (without the requirement for the submission of a Notice of Borrowing) for Revolver Loans on the due date of, and in an aggregate amount required to pay, such Obligations, and Lender may disburse the proceeds of such Revolver Loans by way of direct payment of the relevant Obligation and such Revolver Loans shall bear interest as Base Rate Loans. Lender shall have no obligation to Borrowers to honor any deemed request for a Revolver Loan on or after the Commitment Termination Date or when an Out-of-Formula Condition exists or would result therefrom or when any condition precedent set forth in SECTION 11 hereof is not satisfied, but may do so in its discretion and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default. (iii) If Borrowers elect to establish a Controlled Disbursement Account with Lender or any Affiliate of Lender, then the presentation for payment by Lender of any check or other item of payment drawn on the Controlled Disbursement Account at a time when there are insufficient funds in such account to cover such items shall be deemed irrevocably to be a request (without any requirement for the submission of a Notice of Borrowing) for Revolver Loans on the date of such presentation and in an amount equal to the aggregate amount of the items presented for payment, and Lender may disburse the proceeds of such Revolver Loans by way of direct payment to the Controlled Disbursement Account and such Revolver Loans shall bear interest as Base Rate Loans. Lender shall have no obligation to honor any deemed request for a Revolver Loan after the Commitment Termination Date or when an Out-of-Formula Condition exists or would result therefrom or when any condition precedent in SECTION 11 hereof is not satisfied, but may do so in its discretion and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless whether such Revolver Loan is funded after the Commitment Termination Date. (iv) As an accommodation to Borrowers, Lender may permit telephonic requests for Borrowings and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers; provided, however, that Borrowers shall confirm each such telephonic request for a Borrowing of Euro-Dollar Loans by delivery of the required Notice of Borrowing to Lender by facsimile transmission promptly, but in no event later than 4:00 p.m. on the same day as such telephonic request. Lender shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by a Borrower and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it.

Notice of Borrowing. Subject to Borrower, through one of its Authorized Representatives, shall request each Advance under the second parenthetical Revolving Reducing Line of Credit by giving Agent irrevocable written notice or telephonic notice (confirmed promptly in Section 2.02(a)(iiwriting), 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 AEXHIBIT C attached hereto (each, appropriately completed to specify a "Notice of Borrowing"), which specifies, among other things: (i1) the portion principal amount of the Total Commitment requested Advance, which for any Base Rate Advance shall be in a minimum amount of $500,000 or any multiple of $100,000 in excess thereof, and for any LIBOR Advance shall be in a minimum amount of $3,000,000 or any multiple of $1,000,000 in excess thereof; (2) a short description of the proposed use of the proceeds thereof, and, if the proceeds of such Advance are to be utilized on such Borrowing Dateused to finance all or any part of an Acquisition, enclosing the Responsible Officer's certificate required pursuant to Section 6.2(b)(ii): (ii1) whether a description of the Loans Acquisition to be made on such Borrowing Date shall consist financed with the proceeds thereof, (2) copies of Tranche A Loans the related documentation (to the extent available, but including at least the relevant purchase or Tranche B Loans, acquisition agreement), (iii3) if the Borrower and/or aggregate Advances being used to finance all or any portion of such Acquisition exceed (A) $20,000,000, if such Acquisition involves a business substantially similar to Borrower's business as of the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements date of this Agreement, or (B) $10,000,000, if such Acquisition does not involve a business substantially similar to Borrower's business as of the date of this Agreement (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such Acquisition): calculations, based on pro forma financial statements of Borrower as of the installment payments due and owing under end of the relevant Construction Contract most recently completed fiscal quarter of Borrower giving pro forma effect to such Acquisition as of such date confirming on a pro forma basis Borrower's compliance with the financial covenants of Section 5.6 as of the end of such most recently completed fiscal quarter notwithstanding such Acquisition (PROVIDED that the financial covenants otherwise required to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent tested as of the portion end of each fiscal year shall be calculated on the basis of the Total Commitment to be borrowed on such Borrowing Date and evidence twelve-month period ended as of such Earmarked Foreign Exchange Arrangements, the most recent Quarterly Date), (iv3) the proposed date of such Borrowing (borrowing, which shall be a Business Day; (4) the interest rate option applicable to such borrowing, which, with respect to any Swing Line Advance shall be the Base Rate; and (5) with respect to any requested LIBOR Advance, the Fixed Rate Term applicable thereto. Each such Notice of Borrowing must be received by Agent not later than 10:00 a.m. (San Francisco time) (A) at least one (1) Business Day prior to the date of borrowing for a Base Rate Advance (other than a Swing Line Advance), (vB) on 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 Business Day of the Yardborrowing for a Swing Line Advance, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent), and (viiC) that all representations and warranties made by each Credit Party, in or pursuant at least three (3) Business Days prior to the Credit Documents are true and correct in all material respects (unless stated date of borrowing for a LIBOR Advance. Other than with respect to relate to a specific earlier dateSwing Line Advances, 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 notify each Lender which is required to make Loans, notice of such proposed Borrowing, the contents of such Lender’s proportionate share thereof each Notice of Borrowing and of the other matters required by amount of the immediately preceding sentence Advance to be specified in the Notice of Borrowingmade by such Lender.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it (a) The Borrowers shall give the Facility Agent at its Notice Office at least three four Business Days’ ' prior written notice (a "Notice of Borrowing") to the Bank of the date (which shall be a Business Day during the Commitment Period) of each Loan proposed borrowing hereunder (the "Borrowing Date"). Such notice shall specify (subject to the provisions of this Agreement) (i) the Borrowing Date, (ii) the total amount of the proposed borrowing, which shall be made hereunderin a minimum amount of $500,000 (and, if greater, in integral multiples of $100,000), provided that any the aggregate principal amount of such notice borrowing must equal or be less than the Unutilized Commitment (after giving effect to all other Notices of Borrowings for Loans and Issuance Requests pending at such time) at such time, and (iii) unless such Loan will be a Base Rate Loan, the requested Interest Period therefor. Unless otherwise agreed to by the Bank and a Borrower, the Notice of Borrowing for all Loans 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 AB hereto. Unless otherwise agreed to in writing by the Bank and a Borrower, appropriately completed to specify or as otherwise specifically provided in this Agreement, all Loans shall be LIBOR Loans. (ib) The Borrowers may not designate more than one Interest Period for LIBOR Loans in the portion same Notice of Borrowing. No more than five LIBOR Loans (whether by way of initial borrowing or conversion or otherwise) may be outstanding at any time. Without the Bank's consent, no Loan shall be made or maintained if the principal amount thereof is less than $500,000. Without the consent of the Total Bank, the Borrowers shall not be entitled to make borrowings under the Commitment more than once in any calendar week. (c) [intentionally omitted] (d) [intentionally omitted] (e) The Bank will make the amount of its Loan or Loans available to be utilized the Borrowers on such the applicable Borrowing Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loansin immediately available Dollars, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect against delivery to the installment payments due and owing under Bank at 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 Closing Office of such Earmarked Foreign Exchange Arrangementsinstruments, documents and papers as are provided for herein. (ivf) the date of such Borrowing [intentionally omitted] (which shall be a Business Day), (vg) 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.[intentionally omitted]

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever (i) When the Borrower desires to make a Borrowing hereunderborrow Revolving Loans pursuant to this Section 2.1, it shall give provide telephonic notice to the Facility Agent at its followed promptly by a written 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 Borrowing substantially in the case form of the first Initial Borrowing DateExhibit 2.1(c). Each such written notice , duly completed and executed by a Responsible Officer (each a “Notice of Borrowing”), except as otherwise expressly provided (A) no later than 10:00 a.m. on the proposed Funding Date, in Section 2.08the case of a Borrowing of Base Rate Loans, or (B) no later than 10:00 a.m. at least three Euro-Dollar Business Days before the proposed Funding Date, in the case of a Borrowing of Euro-Dollar Rate Loans. (ii) No Lender Party shall be irrevocable and shall be incur any liability to the Borrower or the other Lender Parties in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in making any Loan in accordance with this Agreement pursuant to any telephonic notice and, upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice, the Borrower shall have effected Revolving Loans hereunder. (iii) The Borrower shall notify the Agent of the names of its officers and employees authorized to request and take other actions with respect to Loans and Letters of Credit on behalf of the Borrower (each a “Responsible Officer”) by providing the Agent with a Notice of Responsible Officers substantially in the form of Exhibit A2.1(c)(iii), appropriately duly completed and executed by a Senior Officer (a “Notice of Responsible Officers”). The Agent shall be entitled to specify rely conclusively on a Responsible Officer’s authority to request and take other actions with respect to Loans and Letters of Credit on behalf of the Borrower until the Agent receives a new Notice of Responsible Officers that no longer designates such Person as a Responsible Officer. (iiv) Any Notice of Borrowing (or telephonic notice) delivered pursuant to this Section 2.1 shall be irrevocable and, subject to Section 2.12(a), the Borrower shall be bound to make a Borrowing in accordance therewith. (v) The Agent shall promptly notify each Lender of the contents of any Notice of Borrowing (or telephonic notice) received by it, and such Lender’s pro rata portion of the Total Commitment Borrowing requested. Prior to be utilized 11:00 a.m. on the date specified in such Borrowing notice as the Funding Date, (ii) whether the Loans to be made on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loanseach Lender, (iii) if the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect subject to the installment payments due terms and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing Dateconditions hereof, the Dollar Equivalent of the shall make its pro rata 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 Partyavailable, in or pursuant Dollars and in immediately available funds, 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) Agent at 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 BorrowingAccount.

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 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. (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of Borrowing in accordance with Section 1.03(a), the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from the Chairman of the Board or the Treasurer of the Borrower (or any other officer of the Borrower designated in writing to the Administrative Agent by the Chief Executive Officer, President or Treasurer of the Borrower as being authorized to give such notices under this Agreement) prior to receipt of Notice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice of such Borrowing of Loans, absent manifest error.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it (a) The Company shall give the Facility Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan on the date of such 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 hereunder, Eurodollar Loan; 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 or written confirmation of telephonic 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 Company 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), (vii) the aggregate principal amount of the Loans to be made, (iii) whether the Loans incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans, or to the extent permitted hereunder, Eurodollar Loans, and (iv) 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 which is required to make Loans, notice of such proposed Borrowingincurrence, 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. (b) Without in any way limiting the obligation of the Company to confirm in writing any telephonic notice of any incurrence of Loans, the Administrative Agent may act without liability upon the basis of telephonic notice of such incurrence, believed by the Administrative Agent, in good faith to be from an Authorized Officer of the Company prior to receipt of written confirmation. In each such case, the Company hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice of such incurrence of Loans absent manifest error.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever 2.1.4.1. When the Borrower desires to make a Borrowing hereunderborrow Loans pursuant to Section 2.1., it shall give deliver 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 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 AE-1, appropriately duly completed and executed by a Responsible Officer (a "Notice of Borrowing"), no later than 2:00 p.m.(Boston time) (a) at least one Business Day before the proposed Funding Date, in the case of a Borrowing of Base Rate Loans, or (b) at least three LIBOR Business Days before the proposed Funding Date, in the case of a Borrowing of LIBOR Rate Loans. 2.1.4.2. In lieu of delivering a Notice of Borrowing, the Borrower, through a Responsible Officer, may give the Agent telephonic notice of any proposed Borrowing by the time a Notice of Borrowing would be required to specify be delivered and containing all information required for a Notice of Borrowing; provided, however, that such notice shall be confirmed in writing by delivery of a Notice of Borrowing to the Agent on or before the proposed Funding Date (i) or, in case of Base Rate Borrowing, one Business Day after the portion Funding Date). The Lender Parties shall incur no liability to the Borrower or the other Lender Parties in acting upon any telephonic notice that the Agent believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1. and in making any Loan in accordance with this Agreement pursuant to any telephonic notice. 2.1.4.3. The Borrower shall notify the Agent of the Total Commitment names of its officers and employees authorized 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 request and take other actions 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 behalf of the portion Borrower (each a "Responsible Officer") by providing the Agent with a Notice 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 Responsible Officers substantially in the definition form of Dollar Equivalent)Exhibit E-7, duly completed and executed by a Senior Officer (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 "Notice 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 AgentResponsible Officer"). The Facility Agent shall promptly give each Lender which is required be entitled to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof rely conclusively on a Responsible Officer's authority to request and take other actions with respect to Loans on behalf of the other matters required by Borrower until the immediately preceding sentence Agent receives a new Notice of Responsible Officer that no longer designates such Person as a Responsible Officer. The Agent shall have no duty to be specified in verify the authenticity of the signature appearing on any Notice of Borrowing, Notice of Responsible Officer or any other notice given under the Loan Documents. 2.1.4.4. Any Notice of Borrowing (or telephone notice in lieu thereof) delivered pursuant to this Section 2.

Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii), whenever the Borrower desires to make a Borrowing hereunder, it The Borrowers shall give the Facility Administrative Agent at its Notice the Administrative Agent’s Office (i) prior to 11:00 a.m. (New York City time, or London, England time in the case of any Borrowing denominated in Euros) (x) at least three one Business Day’s prior written notice in the case of a Borrowing of Dollar Term Loans to be made on the Closing Date if the Initial Term Loans comprising such Borrowing are to be LIBOR Loans and (y) at least 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 time) (unless such 11:00 A.M. deadline is waived by the Facility Agent in the case of a Borrowing of Euro Term Loans to be made on the first Initial Borrowing Date). Each such Closing Date and (ii) prior to 11:00 a.m. (New York City time) at least one Business Day’s prior written notice in the case of a Borrowing of any Class to be made on the Closing Date if the Initial Term Loans comprising such Borrowing are to be ABR Loans. Such notice, substantially in the form attached as Exhibit F attached hereto, (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 Class of the Total Commitment to be utilized on such Borrowing Date, Loans comprising the requested Borrowing; (ii) whether the Loans to be made on amount of 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)the Closing Date) and (iv) whether the Loans comprising such Borrowing shall be ABR Loans or LIBOR Loans and, (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds of if such Loans are to be deposited (it being understood that pursuant LIBOR Loans, the Interest Period to Section 2.04 be initially applicable thereto and 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, currency 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 Loans are to 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)denominated. The Facility Administrative Agent shall promptly give each Lender which is required to make Loans, written notice of such proposed the requested Borrowing, of such Lender’s proportionate share thereof of such Borrowing 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 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 Borrower, through one of its Authorized Representatives, shall request each Advance under the second parenthetical Revolving Reducing Term Line of Credit by giving Agent irrevocable written notice or telephonic notice (confirmed promptly in Section 2.02(a)(iiwriting), 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 AC attached hereto (each, appropriately completed to specify a "Notice of Borrowing"), which specifies, among other things: (i) the principal amount of the requested Advance, and a short description of the proposed use of the proceeds thereof, and, if the proceeds of such Advance are to be used to finance all or any part of an acquisition: (A) a description of the acquisition to be financed with the proceeds thereof, (B) copies of the related documentation (to the extent available, but including at least the relevant purchase or acquisition agreement), and (C) if the aggregate Advances being used to finance all or any portion of such acquisition exceed (i) $20,000,000, if such acquisition involves a business substantially similar to Borrower's business as of the Total Commitment to be utilized on such Borrowing Datedate of this Agreement, or (ii) whether $10,000,000, if such acquisition does not involve a business substantially similar to Borrower's business as of the Loans to be made date of this Agreement (unless Majority Lenders have waived delivery thereof, based on such Borrowing Date shall consist of Tranche A Loans or Tranche B Loans, (iii) if other information as may have been provided to the Borrower and/or the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements Lenders with respect to such acquisition): calculations, based on pro forma financial statements of Borrower as of the installment payments due and owing under end of the relevant Construction Contract most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date confirming on a pro forma basis Borrower's compliance with the financial covenants of Section 5.6 as of the end of such most recently completed fiscal quarter notwithstanding such acquisition (provided that the financial covenants otherwise required to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent tested as of the portion end of each fiscal year shall be calculated on the basis of the Total Commitment to be borrowed on such Borrowing Date and evidence twelve-month period ended as of the last day of such Earmarked Foreign Exchange Arrangements, most recently completed fiscal quarter); (ivii) the proposed date of such Borrowing (borrowing, which shall be a Business Day), ; and (viii) the initial Interest Period interest rate option applicable to such borrowing (which, for a LIBOR interest selection, shall 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 subject to the Credit Documents are true and correct minimum dollar requirements set forth in all material respects Section 2.4(a)); and (unless stated iv) if the amounts disbursed or advanced will bear interest determined in relation to relate to a specific earlier dateLIBOR, in which case the Fixed Rate Term applicable thereto. Each such representations and warranties shall have been true and correct in all material respects as Notice of such dateBorrowing must be received by Agent not later than 10:00 a.m. (San Francisco time) and no Event on the date of Default is or borrowing if interest will be continuing after giving effect determined in relation to such Borrowing the Prime Rate, and (viiiii) the Dollar Availability on such Borrowing Date together with calculations evidencing the determination of such Dollar Availability at least three (in form and substance reasonably satisfactory 3) Business Days prior to the Facility Agent)date of borrowing if interest will be determined in relation to LIBOR. The Facility Agent shall promptly give notify each Lender which is required to make Loans, notice of such proposed Borrowing, the contents of such Lender’s proportionate share thereof each Notice of Borrowing and of the other matters required by amount of the immediately preceding sentence Advance to be specified made by such Lender. Each Advance (other than an Advance made in respect of a draw under a Letter of Credit) shall be in the Notice minimum amount of Borrowing$500,000 and in an integral multiple of $10,000.

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. (b) Whenever a Borrower desires to incur Swingline Loans hereunder, the Borrower Representative shall give the Swingline Lender written notice with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to 12:00 p.m. (Toronto time) on the date of such Borrowing. Each such notice shall specify (w) whether the Borrowing will be in U.S. Dollars, Dollars, Euros or Pounds Sterling, (x) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing, (y) the date of Borrowing (which shall be a Business Day), and (z) the identity of the applicable Borrower. (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with each Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (d) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a). (e) Without in any way limiting the obligation of the Borrower Representative to confirm in writing any notice it shall give hereunder by telephone (which such obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower Representative.

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 Revolving Loans hereunder (other than Borrowings to repay Unpaid Drawings or the Outstanding Swingline Amount) or NRT Loans hereunder, it shall give the Facility Administrative 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 locations set forth in the case of the first Initial Borrowing Date). Each such Section 12.2 written notice (each or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (Toronto time) at least one Business Day prior to the date of such Borrowing (a “Notice of Borrowing”)) shall be substantially in the form of Schedule B and, except as otherwise expressly provided in Section 2.082.10(a), 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)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 Revolving Loans and the proposed Borrowing of NRT 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. (b) No Notice of Borrowing is required for Swingline Loans. (c) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (d) Borrowings to repay the Outstanding Swingline Amount shall be made upon the notice specified in Section 2.1(c). (e) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from or on behalf of an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative 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)To request a Borrowing, whenever the Borrower desires to make shall deliver 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”)) to the Administrative Agent (a) in the case of a Base Rate Borrowing, except not later than 1:00 p.m., New York City time, one Business Day prior to such Base Rate Borrowing (or such later time on such date as otherwise expressly provided may be agreed to in Section 2.08, shall be irrevocable and shall be given writing by the Borrower substantially Administrative Agent) and (b) in the form case of Exhibit Aa Term SOFR Borrowing, appropriately completed to specify not later than 1:00 p.m., New York City time, on the third U.S. Government Securities Business Day before the requested date of such Term SOFR Borrowing. The Notice of Borrowing shall 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, (ivA) the date of such Borrowing (Borrowing, which shall be a Business DayDay and the expected Funding Date, and (B) if applicable, the Pre-Funding Date; (ii) the aggregate amount of such Borrowing, which shall comply with Section 2.01(a); (iii) the initial Type of the Loans comprising such Borrowing; (iv) in the case of a Term SOFR Borrowing, the duration of the initial Interest Period applicable thereto, which shall comply with the provisions of the definition of Interest Period; and (v) the initial Interest Period to be applicable thereto (vi) to which account(s) the proceeds deposit account 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 other account as 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 Administrative Agent)) to which funds are to be disbursed. The Facility Agent [[5952619]] If no election as to the Type of Borrowing is specified, then the requested Borrowing shall promptly give each Lender which be a Base Rate Borrowing. If no Interest Period is required specified with respect to make Loans, notice of such proposed any requested Term SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of such Lenderone month’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowingduration.

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 When the Borrowers desire to borrow under this SECTION 2.02, ASOC, on behalf of the Borrowers, shall deliver to the second parenthetical in Section 2.02(a)(ii)Agent a Notice of Borrowing, whenever the Borrower desires to make a Borrowing hereundersigned by ASOC, 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 (i) no later than 11:00 A.M. a.m. (Frankfurt New York time) (unless such 11:00 A.M. deadline is waived by on the Facility Agent proposed Funding Date, in the case of a Borrowing of Base Rate Loans, and (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the first Initial proposed Funding Date therefor, in the case of a Borrowing Date)of Eurodollar Rate Loans. Each such written notice (each a “Such 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 Borrowing, (viiii) to which account(sthe Revolving Credit Availability as of the date of such Notice of Borrowing, and (iv) instructions for the disbursement of 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, and shall be accompanied by the then most recently delivered Borrowing Base Certificate duly completed and signed by ASOC's chief financial officer, chief executive officer or controller in compliance with SECTION 8.03. In lieu of delivering such a Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Effective Date), ASOC may give the Agent telephonic notice of any proposed Borrowing by the time required under this SECTION 2.02(B), if ASOC confirms such notice by delivery of the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (New York time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the transmission. Any Notice of BorrowingBorrowing (or telephonic notice in lieu thereof) given pursuant to this SECTION 2.02(B) shall be irrevocable.

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 Lender’s Lendxx’x 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 2.1.3.1. When the Borrower desires to make a Borrowing hereunderborrow pursuant to Section 2.1., it shall give deliver to the Facility Agent at its Notice Office at least three Business Days’ prior written notice of each Loan to be made hereunderAgent, 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 the first Initial Borrowing Date). Each such written notice (each an Advance other than a “Residual Advance, 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 AB-1A and a Borrowing Certificate substantially in the form of Exhibit B-2 (a "Borrowing Certificate") or (ii) in the case of a Residual Advance, appropriately a Notice of Borrowing substantially in the form of Exhibit B-1B and a Borrowing Certificate, in each case, duly completed and executed by a Responsible Officer (each Notice of Borrowing delivered pursuant to specify clause (i) the portion of the Total Commitment to be utilized on such Borrowing Date, and (ii) whether the Loans to be made on such Borrowing Date shall consist above, a "Notice of Tranche A Loans or Tranche B LoansBorrowing"), no later than 10:00 a.m. (iiiCalifornia time) (i) at least one Business Day before (or, if the Borrower and/or Agent Bank is the Parent and/or an ECF Borrower has entered into Earmarked Foreign Exchange Arrangements with respect to sole Lender hereunder at such time, on) the installment payments due and owing under the relevant Construction Contract to be funded by the Loans to be incurred on such Borrowing proposed Funding Date, in the Dollar Equivalent case of a Base Rate Advance, or (ii) at least three Business Days (or, if the portion of Agent Bank is the Total Commitment to be borrowed on sole Lender hereunder at such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementstime, (iv) the date of such Borrowing (which shall be a one Business Day), but not more than five Business Days, before the proposed Funding Date, in the case of a Fixed Rate Advance. 2.1.3.2. In lieu of delivering a Notice of Borrowing for an Advance (v) other than with respect to a Residual Advance), the initial Interest Period Borrower, through a Responsible Officer, may give the Agent telephonic notice by the required time of the proposed borrowing for Advances of that type and all information required by a Notice of Borrowing; provided, however, that such notice shall be confirmed in writing by delivery of a Notice of Borrowing by fax to be applicable thereto (vi) the Agent as soon as practicable one day prior to which account(s) the proceeds proposed Funding Date. The Lender Parties shall incur no liability to the Borrower in acting upon any telephonic notice that the Agent believes to have been given by a Person authorized to act on behalf of such Loans are to be deposited (it being understood that the Borrower or for otherwise acting in good faith under this Section 2.1. and in making any Advance in accordance with this Agreement pursuant to Section 2.04 any telephonic notice. 2.1.3.3. Notwithstanding anything herein to the contrary, no Notice of Borrowing shall be required at any time while the Agent Bank is the only Lender hereunder with respect to any Base Rate Advance while there shall be in effect, pursuant to subsequent mutual agreement between the Borrower may designate one or more accounts of and the YardAgent Bank, Hermes and/or a program (such as a credit sweep) whereby Base Rate Advances are made automatically to maintain a target balance in an account the provider of Borrower maintains with the foreign exchange arrangements referenced in the definition of Dollar Equivalent), Agent Bank (vii) that all representations and warranties made by each a "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 AgentSweep Program"). The Facility Agent Bank shall incur no liability to the Borrower making Advances pursuant to any Credit Sweep Program. 2.1.3.4. The Agent shall promptly give notify each Lender which is required to make Loans, of the contents of any Notice of Borrowing (or telephonic notice of such proposed Borrowing, of in lieu thereof) received by it and such Lender’s proportionate share thereof and 's pro rata portion of the other matters required by Borrowing of Advances requested. Not later than 9:00 a.m. (California time) on the immediately preceding sentence to be date specified in such notice as the Notice Funding Date, each Lender, subject to the terms and conditions hereof, shall make its pro rata portion of Borrowingthe Borrowing of Advances available, in immediately available funds, to the Agent at the Agent's Account.

Notice of Borrowing. Subject TO: XXXXX FARGO BANK, National Association, in its capacity as Agent Bank under that certain Credit Agreement, dated as of November 18, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among CC TOLLGATE LLC, a Delaware limited liability company (the "Borrower"), the Lenders therein named (each, together with their respective successors and assigns, individually being referred to as a "Lender" and collectively as the "Lenders"), XXXXX FARGO BANK, National Association, as the issuer of Letters of Credit (herein, in such capacity, called the "L/C Issuer") and XXXXX FARGO BANK, National Association, as administrative and collateral agent for the Lenders and L/C Issuer (herein, in such capacity, called the "Agent Bank" and, together with the Lenders and L/C Issuer, collectively referred to as the "Banks"). Capitalized terms used herein without definition shall have the meanings attributed to them in Section 1.01 of the Credit Agreement. Pursuant to Section 2.07(a) of the Credit Agreement, this Notice of Borrowing represents Borrower's request for a Borrowing under the Revolving Credit Facility to be advanced on _____________, 200___ (the "Funding Date") from the Lenders (each to advance in proportion to their respective Syndication Interests) in the aggregate principal amount of _________________________________________ ($_____________). Proceeds of such Borrowing are to be disbursed on the Funding Date in immediately available funds to the second parenthetical in Section 2.02(a)(ii)Designated Deposit Account at Agent Bank's Branch at __________________, whenever the _______, Nevada, Account No. _________________. 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 hereby certifies 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 representations and warranties contained in Article IV of the Total Commitment to be utilized on such Borrowing DateCredit Agreement, (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 in each of the portion Loan Documents and in the Environmental Certificate (other than representations and warranties which expressly speak only as of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangementsa different date, (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), shall be true and correct in all material respects on and as of the Funding Date as though made on and as of the Funding Date, except to the extent that such representations and warranties are not true and correct as a result of a change which is permitted by the Credit Agreement or by any other Loan Document or which has been otherwise consented to by the required number of Lenders; (ii) and no Default or Event of Default has occurred and is continuing under the Credit Agreement or will result from the making of the requested Borrowing; (iii) Borrower has and shall have satisfied all conditions precedent under Article III of the Credit Agreement required to be continuing performed by it on or before the Funding Date (unless otherwise waived pursuant to the terms of the Credit Agreement); (iv) since the date of the most recent audited financial statements referred to in Section 5.08 of the Credit Agreement, no Material Adverse Change has or shall have occurred; and (v) the aggregate of all Borrowings does not (and after giving effect to such Borrowing and (viiithe requested Borrowing, will not) exceed the Dollar Maximum RLC Availability on such Borrowing Date together with calculations evidencing then in effect. Borrower further certifies that as of the determination of such Dollar Availability (in form and substance reasonably satisfactory Funding Date, without regard to the Facility Agent). The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed requested 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).