Exhibit 10.4 


 




    








Execution Version




 


AMENDMENT TO TERM LOAN AGREEMENT


 


This AMENDMENT TO TERM LOAN AGREEMENT
(this “Amendment”), dated as of March 30, 2021, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation
(the “Borrower”), the various financial institutions party hereto (collectively, the “Lender Parties”)
and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lender Parties.


 


PRELIMINARY STATEMENTS


 


(1)          The
Borrower, the various financial institutions party thereto and the Administrative Agent are parties to that certain Term Loan Agreement,
dated as of April 5, 2019, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior
to the date hereof (such Term Loan Agreement as in effect immediately prior to giving effect to this Amendment, the “Existing
Agreement” and as amended hereby, the “Amended Agreement”);


 


(2)          The
Borrower has requested that the Existing Agreement be amended on the terms and conditions set forth herein so as to, among other
things, provide for an extension of the maturity date with respect to certain of the Advances (as extended, the “Extended
Advances”);


 


(3)          Each
Lender Party identified on Schedule I hereto (an “Extended Lender”) has agreed to extend the maturity
date of all of its Advances under the Existing Agreement on the terms set forth for Extended Advances in the Amended Agreement
and the conditions set forth herein; and


 


(4)          The
Borrower, the Lender Parties (which collectively constitute the Required Lenders) and the Administrative Agent have agreed to amend
the Existing Agreement as hereinafter set forth herein.


 


NOW, THEREFORE, the parties hereto
hereby agree as follows:


 


SECTION 1.      Amendments to
the Existing Agreement.


 


(a)          The
Borrower, the Administrative Agent and the Lender Parties agree that, subject to the satisfaction of the conditions precedent set
forth in Section 2, the Existing Agreement and the Schedules thereto are hereby amended on the Amendment Effective Date to
read as set forth in Appendix I hereto to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and insert the added text (indicated textually in the
same manner as the following example: added text) as shown therein.


 


(b)          Effective
upon the Amendment Effective Date, each Lender Party that, on or prior to the requisite time on the date hereof, has executed and
delivered to the Administrative Agent a counterpart of this Amendment as an “Extended Lender” shall be an Extended
Lender under the Amended Agreement, and the Advances being provided by such Lender Party shall be Extended Advances under the Amended
Agreement.


 


SECTION 2.     Conditions of
Amendment Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has
been satisfied (or waived) in accordance with the terms hereof (such date, the “Amendment Effective Date”):


 


(a)          The
Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Required Lenders and each
Extended Lender or, as to any of the


 



Royal Caribbean
– Amendment



     


     


    

Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this
Amendment.


 


(b)          The
Administrative Agent shall have received, for the account of each Extended Lender, an amendment fee paid by or on behalf of the
Borrower in an amount equal to 0.15% of the outstanding Advances of such Extended Lender (immediately after the prepayment contemplated
in Section 3 below).


 


(c)          Resolutions,
etc. The Administrative Agent shall have received from the Borrower:


 


		i.	a certificate, dated the Amendment Effective Date, of its Secretary or Assistant Secretary as to
the incumbency and signatures of those of its officers authorized to act with respect to this Agreement and each other Loan Document
and as to the truth and completeness of the attached:



 


(x)       resolutions
of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement and
each other Loan Document, and


 


(y)       Organic
Documents of the Borrower,


 


and upon which certificate
each Lender may conclusively rely until it shall have received a further certificate of the Secretary of the Borrower canceling
or amending such prior certificate; and


 


		ii.	a certificate of good standing issued in respect of the Borrower.



 


(d)          Delivery
of Notes.  The Administrative Agent shall have received, for the account of the respective Lenders, the amended and restated
Notes requested by Lenders pursuant to Section 2.13 of the Amended Agreement at least five Business Days prior to the
Amendment Effective Date, duly executed and delivered by the Borrower.


 


(e)          Opinions
of Counsel.  The Administrative Agent shall have received opinions, dated the Amendment Effective Date and addressed to
the Administrative Agent and each Lender, from:


 


		i.	Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Borrower, as to New York law, in a
form reasonably satisfactory to the Administrative Agent; and



 


		ii.	Watson Farley & Williams LLP, counsel to the Borrower, as to Liberian Law, in a form reasonably
satisfactory to the Administrative Agent.



 


(f)           Expenses, etc. 
The Administrative Agent shall have received for its own account all invoiced expenses of the Administrative Agent (including the
agreed fees and expenses of counsel to the Administrative Agent) on or prior to the Amendment Effective Date.


 


(g)          Know
your Customer. Each Lender Party shall have received all documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation
the Patriot


 





	 	2	 
	 	 	Royal Caribbean – Amendment







     


     


    



Act to the extent reasonably requested by such Lender Party at least five Business Days prior to the Amendment Effective
Date.


 


(h)          Beneficial
Ownership Certifications. At least five days prior to the Amendment Effective Date, if the Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender Party that so requests, a Beneficial
Ownership Certification in relation to the Borrower.


 


SECTION 3.     Prepayment of
Advances.


 


(a)          On
the Amendment Effective Date, the Borrower shall prepay the outstanding principal amount of the Advances of each Extended Lender
in the amount set forth on Schedule I hereto, together with accrued and unpaid interest thereon.


 


(b)          Notwithstanding
anything herein or in the Amended Agreement to the contrary, in connection with the amendment of the Existing Agreement on the
Amendment Effective Date, each of (i) the Lender Parties hereby waives any payment that it may be entitled to receive pursuant
to Section 3.4 of the Existing Agreement in connection with any prepayment of the Advances of such Lender Party in connection with
prepayments contemplated hereunder and (ii) the Required Lenders hereby waive (A) any requirement of prior notice or for minimum
amounts or integral multiples to be prepaid and (B) the requirements set forth in Section 2.12 of the Existing Agreement and the
Amended Agreement, in each case, solely with respect to (x) the prepayment of the Advances contemplated hereunder and (y) any repayment
of no more than 20% of the outstanding Advances held by a Lender converting its Non-Extended Advances into Extended Advances pursuant
to Section 2.14 of the Amended Agreement substantially concurrently with such conversion that occurs no later than one week after
the Amendment Effective Date.


 


SECTION 4.     Representation
and Warranty of the Borrower. To induce the Lender Parties to enter into this Amendment, the Borrower represents and warrants
that, as of the Amendment Effective Date:


 


(a)          The
representations and warranties contained in Article V (excluding, however, those contained in the last sentence of Section 5.6)
of the Amended Agreement are true and correct in all material respects except for those representations and warranties that are
qualified by materiality or Material Adverse Effect, which shall be true and correct, and


 


(b)          No
Default, Prepayment Event or event which (with notice or lapse of time or both) would become a Prepayment Event has occurred and
is continuing.


 


SECTION 5.     Reference to
and Effect on the Existing Agreement. On and after the effectiveness of this Amendment, each reference in the Existing Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing
Agreement and each reference in each other Loan Document to “the Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Existing Agreement shall mean and be a reference to the Amended Agreement. The Existing
Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under the Existing Agreement,
nor constitute a waiver of any provision of the Existing Agreement. This Amendment shall be deemed to constitute a Loan Document.
Each of the Borrower and each Guarantor hereby acknowledges that it has read this Amendment and consents to the terms hereof and
further hereby affirms, confirms, represents, warrants and agrees that


 





	 	3	 
	 	 	Royal Caribbean – Amendment







     


     


    



(a) notwithstanding the effectiveness of this Amendment,
the obligations of such Person under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan
Documents to which such Person is a party are, and shall continue to be, in full force and effect and are hereby confirmed and
ratified in all respects, in each case, as amended hereby and (b) immediately after giving effect to this Amendment, in the case
of any Guarantor, its guarantee, as and to the extent provided in the Loan Documents, shall continue in full force and effect in
respect of the Obligations under the Credit Agreement and the other Loan Documents.


 


SECTION 6.     Costs and Expenses.
The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent
in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the
other documents to be delivered hereunder (including the reasonable and documented fees and expenses of one counsel for the Administrative
Agent and the Lender Parties with respect hereto and thereto) in accordance with the terms of the Amended Agreement.


 


SECTION 7.     Execution in
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission
shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execute,” “execution,”
“signed,” “signature,” and words of like import in or related to any document to be signed in connection
with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching
of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything
contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


SECTION 8.     Governing Law.
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 


SECTION 9.     Incorporation
of Terms. The provisions of Sections 11.13, 11.17 and 11.18 of the Existing Agreement shall be incorporated into this Amendment
as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references
to this Amendment.


 


SECTION 10.   Amendment,
Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 11.1 of the Amended
Agreement.


 


SECTION 11.   Defined Terms.
Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Amended Agreement.


 


[Remainder of page intentionally left blank.]


 





	 	4	 
	 	 	Royal Caribbean – Amendment






     


     


    

IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date
first above written.


 



	 	Borrower:
	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 	 
	 	By	/s/ Jason Liberty
	 	 	Name: Jason Liberty
	 	 	Title: Chief Financial Officer



 





	 	Guarantors:
	 	 	 
	 	RCL CRUISE HOLDINGS LLC
	 	 	 
	 	By	/s/ Jason Liberty
	 	 	Name: Jason Liberty
	 	 	Title: Chief Financial Officer


 





	 	TORCATT ENTERPRISES LIMITADA
	 	 	 
	 	By	/s/ Fausto Arcos Garcia
	 	 	Name: Fausto Arcos Garcia
	 	 	Title: Manager


 





	 	RCL HOLDINGS COOPERATIEF UA
	 	 	 
	 	By	/s/ Henry Pujol
	 	 	Name: Henry Pujol
	 	 	Title: Director A


  


	 	Intertrust (Netherlands)
B.V. 

As Director B
	 	 	 
	 	By	/s/ David Jaarsma
	 	 	Name: David Jaarsma
	 	 	Title: Proxy holder


  


	 	By	/s/ Liselotte Heine
	 	 	Name: Liselotte Heine
	 	 	Title: Proxy holder


 


	 	RCL CRUISES LTD.
	 	 	 
	 	By	/s/ Ruth Marshall
	 	 	Name: Ruth Marshall
	 	 	Title: Managing Director




 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment







     


     


    

		RCL INVESTMENTS LTD.
	 	 	 
	 	By	/s/ Jason Liberty
	 	 	Name: Jason Liberty
	 	 	Title: Director


 


	 	RCI HOLDINGS LLC
	 	 	 
	 	By	/s/ Jason Liberty
	 		 Name: Jason Liberty
	 	 	 Title: Chief Financial Officer






 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



		ACKNOWLEDGED AND AGREED BY:
	 	 	 
	 	BANK OF AMERICA, N.A.
	 	as Administrative Agent
	 	 	 
	 	By	/s/ Taelitha Bonds-Harris
	 	 	Name: Taelitha Bonds-Harris
	 	 	Title: Assistant Vice President



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment








     


     


    


		Lender Parties:
	 	 	 
	 	BANK OF AMERICA, N.A., as an Extended
    Leander
	 	 	 
	 	By	/s/ Brian
    D. Corum
	 	 	Name: Brian D. Corum
	 	 	Title: Managing Director



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment




     


     


    


	 	DNB Capital LLC, as an Extended Lender
	 	 	 
	 	By	/s/ Ahelia Singh
	 	 	Name: Ahelia Singh
	 	 	Title: Assistant Vice President
	 	 	 
	 	By	/s/ Mita Zalavadia
	 	 	Name: Mita Zalavadia
	 	 	Title: Assistant Vice President






 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



	 	Sumitomo Mitsui Banking Corporation,
as an Extended Lender
	 	 	 
	 	By	/s/ Eugene
Nirenberg
	 	 	Name: Eugene Nirenberg
	 	 	Title: Executive Director



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



	 	The Bank of Nova Scotia, as an Extended Lender
	 	 	 
	 	By	/s/ Ajit Goswami
	 	 	Name: Ajit Goswami
	 	 	Title: Managing Director & Industry Head



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    


	 	PNC BANK, NATIONAL ASSOCIATION,
    as an Extended Lender
	 	 	 
	 	By	/s/ Ryan
    Garr
	 	 	Name: Ryan Garr
	 	 	Title: Vice President



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



	 	REGIONS BANK, as an Extended Lender
	 	 	 
	 	By	/s/ Cheryl
    L. Shelhart
	 	 	Name: Cheryl L. Shelhart
	 	 	Title: Director



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    


	 	Truist, as an Extended Lender
	 	 	 
	 	By	/s/ Frank
    McCormack
	 	 	Name: Frank McCormack
	 	 	Title: SVP



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



	 	CIBC BANK USA, as an Extended Lender
	 	 	 
	 	By	/s/ Fabio
    Weizenmann
	 	 	Name: Fabio Weizenmann
	 	 	Title: Managing Director



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



	 	Bayerische Landesbank, New York
    Branch, as an Extended Lender
	 	 	 
	 	By	/s/ Varbin
    Staykoff
	 	 	Name: Varbin Staykoff
	 	 	Title: Senior Director
	 	 	 
	 	By	/s/ Gina
    Sandella
	 	 	Name: Gina Sandella
	 	 	Title: Vice President




 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



	 	BNP PARIBAS, as an Extended Lender
	 	 	 
	 	By	/s/ James
    Goodall
	 	 	Name: James Goodall
	 	 	Title: Managing Director
	 	 	 
	 	By	/s/ Kyle
    Fitzpatrick
	 	 	Name: Kyle Fitzpatrick
	 	 	Title: Vice President



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    

	 	DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,
    NEW YORK BRANCH, as an Extended Lender
	 	 	 
	 	By	/s/ Harry
    Moreno
	 	 	Name: Harry Moreno
	 	 	Title: Senior Vice President
	 	 	 
	 	By	/s/ Daniel
    Teschner
	 	 	Name: Daniel Teschner
	 	 	Title: Senior Vice President



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    

	 	Intesa Sanpaolo S.p.A. - New York
    Branch, as an Extended Lender
	 	 	 
	 	By	/s/ Alessandro
    Toigo
	 	 	Name: Alessandro Toigo
	 	 	Title: Head of Corporate Desk
	 	 	 
	 	By	/s/ Neil
    Derfler
	 	 	Name: Neil Derfler
	 	 	Title: Global Relationship Manager




 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment






     


     


    



	 	FIRST HORIZON BANK, a Tennessee
    banking corporation, successor by conversion to Capital Bank, a division of First Tennessee Bank National Association, as
    an Extended Lender
	 	 	 
	 	By	/s/ Dilian
    Schulz
	 	 	Name: Dilian Schulz
	 	 	Title: Senior Vice President



 




	 	SIGNATURE PAGE	 
	 	 	Royal Caribbean – Amendment





     


     


    

Schedule I


 


	Lender	 	Prepayment Amount 
 (principal)	 	 	Outstanding Advances
 (after prepayment)	 
	1.   Bank of America	 	$	40,000,000.00	 	 	$	160,000,000.00	 
	2.   DNB Capital LLC	 	$	20,000,000.00	 	 	$	80,000,000.00	 
	3.   Sumitomo Mitsui Banking Corp New York Branch	 	$	20,000,000.00	 	 	$	80,000,000.00	 
	4.   The Bank of Nova Scotia - New York Branch	 	$	20,000,000.00	 	 	$	80,000,000.00	 
	5.   Goldman Sachs Group, Inc. (The)	 	 	--	 	 	$	65,000,000.00	 
	6.   Wells Fargo Bank, N.A.	 	 	--	 	 	$	65,000,000.00	 
	7.   PNC Bank NA	 	$	9,000,000.00	 	 	$	36,000,000.00	 
	8.   Regions Bank	 	$	9,000,000.00	 	 	$	36,000,000.00	 
	9.   U.S. Bank National Association	 	 	--	 	 	$	45,000,000.00	 
	10. Banco Santander S.A. New York	 	 	--	 	 	$	30,000,000.00	 
	11. Commerzbank AG New York & Grand Cayman Branches	 	 	--	 	 	$	30,000,000.00	 
	12. MUFG Bank, Ltd	 	 	--	 	 	$	30,000,000.00	 






     


     


    




	Lender	 	Prepayment Amount 
 (principal)	 	 	Outstanding Advances
 (after prepayment)	 
	13. TD Bank NA	 	 	--	 	 	$	30,000,000.00	 
	14. Truist Bank	 	$	6,000,000.00	 	 	$	24,000,000.00	 
	15. CIBC Bank USA	 	$	3,500,000.00	 	 	$	14,000,000.00	 
	16. BankUnited, NA	 	 	--	 	 	$	12,500,000.00	 
	17. Bayerische Landesbank	 	$	2,500,000.00	 	 	$	10,000,000.00	 
	18. BNP Paribas	 	$	2,500,000.00	 	 	$	10,000,000.00	 
	19. DZ Bank AG Deutsche Zentral-Genossenschaftsbank	 	$	2,500,000.00	 	 	$	10,000,000.00	 
	20. Intesa Sanpaolo S.p.A.	 	$	2,500,000.00	 	 	$	10,000,000.00	 
	21. First Horizon Bank	 	$	1,000,000.00	 	 	$	4,000,000.00	 
	Total:	 	$	138,500,000.00	 	 	$	861,500,000.00	 







     


     


    

Appendix I


 


Amended Agreement and Schedules





     


     


    

Appendix
I - Amended Credit Agreement


CONFIDENTIAL


CONFORMED COPY, FOR REFERENCE
PURPOSES ONLY




 


 



 


U.S. $1,000,000,000


 


TERM LOAN AGREEMENT,


dated as of April 5, 2019,

as amended on May 7, 2020,

as amended on July 28, 2020, and

as amended on February 21, 2021, and


as amended on March 30, 2021,



among



ROYAL CARIBBEAN CRUISES LTD.,

as the Borrower,



and



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BBVA SECURITIES INC., SUMITOMO MITSUI BANKING CORPORATION, THE BANK
OF NOVA SCOTIA, WELLS FARGO SECURITIES LLC, and DNB MARKETS INC.

as Joint Lead Arrangers and Joint Bookrunners



and



BANK OF AMERICA, N.A.

as Administrative Agent



and



BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA, WELLS FARGO
BANK, NATIONAL ASSOCIATION and DNB MARKETS INC.

as Co-Syndication Agents



and



REGIONS BANK, PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION

as Documentation Agents


 


 





     


     


    


	 	
TABLE OF CONTENTS

	 
	 	 	 
	 	 	PAGE
	 	ARTICLEARTICLE
    I 


    DEFINITIONS AND ACCOUNTING TERMS	 



 


	Section
    1.1.	Defined
    Terms	81
	Section
    1.2.	Use
    of Defined Terms; Other Definitional Provisions	2120
	Section
    1.3.	Cross-References	2120
	Section
    1.4.	Accounting
    and Financial Determinations	2120



 


	 	 	 
	 	ARTICLEARTICLE
    II	 
	 	 	 
	 	COMMITMENTS,
    BORROWING PROCEDURES AND NOTES	 



 


	Section
    2.1.	The
    Advances	2221
	Section
    2.2.	Making
    the Advances	2221
	Section
    2.3.	[Intentionally
    omitted]	2423
	Section
    2.4.	[Intentionally
    omitted]	2423
	Section
    2.5.	[Intentionally
    omitted]	2423
	Section
    2.6.	Repayment
    of Advances	2423
	Section
    2.7.	Interest
    on Advances	2423
	Section
    2.8.	Interest
    Rate Determination	2524
	Section
    2.9.	Optional
    Conversion of Advances	2725
	Section
    2.10.	Optional
    Prepayments of Advances	2726
	Section
    2.11.	Payments
    and Computations	2726
	Section
    2.12.	Sharing
    of Payments, Etc.	2928
	Section
    2.13.	Evidence
    of Debt	2928
	Section
    2.14.	Increase
    Option	3029
	Section
    2.15.	Defaulting
    Lenders	3030



 


	 	 	 
	 	ARTICLEARTICLE
    III	 
	 	 	 
	 	CERTAIN
    LIBO RATE AND OTHER PROVISIONS	 
	 	 	 



 


	Section
    3.1.	LIBO
    Rate Lending Unlawful	3131
	Section
    3.2.	Deposits
    Unavailable	3231
	Section
    3.3.	Increased
    Costs, etc.	3232
	Section
    3.4.	Funding
    Losses	3433
	Section
    3.5.	Increased
    Capital Costs	3434
	Section
    3.6.	Taxes	3535
	Section
    3.7.	Reserve
    Costs	3737
	Section
    3.8.	Replacement
    Lenders, etc.	3837
	Section
    3.9.	Setoff	3838
	Section
    3.10.	Use
    of Proceeds	3938






     


     


    

	 	 	 
	 	ARTICLEARTICLE
    IV	 
	 	 	 
	 	CONDITIONS
    TO BORROWING	 



 


	Section
    4.1.	Effectiveness	3939
	Section
    4.2.	All
    Borrowings	4040
	Section
    4.3.	Determinations
    Under Section 4.1	4040



 


	 	 	 
	 	ARTICLEARTICLE
    V	 
	 	 	 
	 	REPRESENTATIONS
    AND WARRANTIES	 



 


	Section
    5.1.	Organization,
    etc.	4141
	Section
    5.2.	Due
    Authorization, Non-Contravention, etc.	4141
	Section
    5.3.	Government
    Approval, Regulation, etc.	4141
	Section
    5.4.	Compliance
    with Environmental Laws	4242
	Section
    5.5.	Validity,
    etc.	4242
	Section
    5.6.	Financial
    Information	4242
	Section
    5.7.	No
    Default, Event of Default or Prepayment Event	4242
	Section
    5.8.	Litigation	4242
	Section
    5.9.	Vessels	4242
	Section
    5.10.	Subsidiaries	4242
	Section
    5.11.	Obligations
    rank pari passu	4343
	Section
    5.12.	No
    Filing, etc. 	4343
	Section
    5.13.	No
    Immunity	4343
	Section
    5.14.	Pension
    Plans	4343
	Section
    5.15.	Investment
    Company Act	4343
	Section
    5.16.	Regulation
    U	4343
	Section
    5.17.	Accuracy
    of Information	4343
	Section
    5.18.	Compliance
    with Laws	4444
	Section
    5.19.	ERISA	4444
	Section
    5.20.	EEA
    Financial Institution	4444



 


	 	 	 
	 	ARTICLEARTICLE
    VI	 
	 	 	 
	 	COVENANTS	 



 


	Section
    6.1.	Affirmative
    Covenants	4444






	Section
    6.1.1. 	Financial
    Information, Reports, Notices, etc.	4445
	Section
    6.1.2. 	Approvals
    and Other Consents	4646
	Section
    6.1.3. 	Compliance
    with Laws, etc.	4646
	Section
    6.1.5. 	Insurance.	4647
	Section
    6.1.6. 	Books
    and Records	4747






	Section
    6.2.	Negative
    Covenants	4747






	Section
    6.2.1. 	Business
    Activities	4748
	Section
    6.2.2. 	Indebtedness	4748







     ii


     


    


	Section
    6.2.3. 	Liens	4748
	Section
    6.2.4. 	Financial
    Condition	5050
	Section
    6.2.6. 	Consolidation,
    Merger, etc.	5052
	Section
    6.2.7. 	Asset
    Dispositions, etc.	5152
	Section
    6.2.8. 	Use
    of Proceeds.	5153
	 	 	 
	 	ARTICLEARTICLE
    VII	 
	 	 	 
	 	EVENTS
    OF DEFAULT	 
	 	 
	Section
    7.1.	Listing
    of Events of Default	5156






	Section
    7.1.1. 	Non-Payment
    of Obligations	5156
	Section
    7.1.2. 	Breach
    of Warranty	5256
	Section
    7.1.3. 	Non-Performance
    of Certain Covenants and Obligations	5257
	Section
    7.1.4. 	Default
    on Other Indebtedness	5257
	Section
    7.1.5. 	Pension
    Plans	5358
	Section
    7.1.6. 	Bankruptcy,
    Insolvency, etc.	5358






	Section
    7.2.	Action
    if Bankruptcy	5459
	Section
    7.3.	Action
    if Other Event of Default	5459
	 	 	 
	 	ARTICLEARTICLE
    VIII	 
	 	 	 
	 	PREPAYMENT
    EVENTS	 
	 	 
	Section
    8.1.	Listing
    of Prepayment Events	5459






	Section
    8.1.1. 	Change
    of Control	5459
	Section
    8.1.2. 	Unenforceability	5459
	Section
    8.1.3. 	Approvals	5459
	Section
    8.1.4. 	Non-Performance
    of Certain Covenants and Obligations	5460
	Section
    8.1.5. 	Judgments	5460






	Section
    8.2.	Mandatory
    Prepayment	5560
	 	 
	 	ARTICLEARTICLE
    IX	 
	 	 	 
	 	  [INTENTIONALLY
    OMITTED]	 
	 	 	 
	 	ARTICLEARTICLE
    X	 
	 	 	 
	 	THE
    AGENTS	 
	 	 	 
	Section
    10.1. 	Actions	5560
	Section
    10.2.	Rights
    as a Lender	5561
	Section
    10.3.	Lender
    Indemnification	5561
	Section
    10.4.	Exculpation	5662
	Section
    10.5.	Reliance
    by Administrative Agent	5763
	Section
    10.6.	Delegation
    of Duties	5863
	Section
    10.7.	Resignation
    of Administrative Agent	5863





     iii


     


    

	Section
    10.8.	Non-Reliance
    on Administrative Agent and Other Lenders	5964
	Section
    10.9.	No
    Other Duties	5964
	Section
    10.10.	[Intentionally
    Omitted]	5965
	Section
    10.11.	Agency
    Fee	5965
	Section
    10.12.	Lender
    ERISA Matters	5965
	 	 	 
	 	ARTICLEARTICLE
    XI	 
	 	 	 
	 	MISCELLANEOUS
    PROVISIONS	 
	 	 	 
	Section
    11.1.	Waivers,
    Amendments, etc.	6065
	Section
    11.2.	Notices	6166
	Section
    11.3.	Payment
    of Costs and Expenses	6268
	Section
    11.4.	Indemnification	6368
	Section
    11.5.	Survival	6470
	Section
    11.6.	Severability	6470
	Section
    11.7.	Headings	6470
	Section
    11.8.	Execution
    in Counterparts, Effectiveness, etc.	6470
	Section
    11.9.	Governing
    Law; Entire Agreement	6571
	Section
    11.10.	Successors
    and Assigns	6571
	Section
    11.11.	Sale
    and Transfer of Advances and Note; Participations in Advances	6571




	Section
    11.11.1. 	Assignments	6571
	Section
    11.11.2. 	Participations	6874
	Section
    11.11.3. 	Register	6975




	Section
    11.12.	Other
    Transactions	6975
	Section
    11.13.	Forum
    Selection and Consent to Jurisdiction	6975
	Section
    11.14.	Process
    Agent	7076
	Section
    11.15.	Judgment	7076
	Section
    11.16.	[Intentionally
    omitted].	7077
	Section
    11.17.	Waiver
    of Jury Trial	7177
	Section
    11.18.	Confidentiality	7177
	Section
    11.19.	No
    Fiduciary Relationship	7178
	Section
    11.20.	Electronic
    Execution of Assignments and Certain Other Documents	7278
	Section
    11.21.	Contractual
    Recognition of Bail-In	7278





     iv


     


    



	SCHEDULES	 	 
	SCHEDULE
    I	-	Effective
Date Commitments and
Amendment Effective Date Advances
	SCHEDULE
    II	-	Disclosure Schedule
	SCHEDULE
    III	-	Notices
	SCHEDULE
    IV	-	Beneficiary Parties










 





	EXHIBITS	 	 
	Exhibit A	-	Form of Note
	Exhibit B	-	Form of Notice of Borrowing
	Exhibit C	-	Form of Interest Period Notice
	Exhibit D	-	Form of Lender Assignment Agreement
	Exhibit E	-	Form of Increase Option Agreement
	Exhibit F	-	Form of Added Lender Agreement
	Exhibit G	-	Form of Guaranty
	Exhibit H	-	Form of Subordinated Guaranty
	Exhibit I	-	Form of Customer Deposit Report
	Exhibit J	-	Form of Liquidity Projections







     v


     


    


TERM LOAN AGREEMENT


 


THISThis
TERM LOAN AGREEMENT, dated as of April 5, 2019, 1 (as
amended on May 7, 2020, July 28, 2020, February 21, 2021, and March 30, 2021), is among ROYAL CARIBBEAN CRUISES LTD.,
a Liberian corporation (the ““Borrower””),
the various financial institutions as are or shall become parties hereto as
Lenders (and their respective successors or assigns, collectively, the “Lenders”)
and BANK OF AMERICA, N.A. (““Bank
of America””),
as administrative agent (in such capacity, the ““Administrative
Agent””)
for the Lenders.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
desires tohas
obtained Commitments from the Lenders pursuant to which Advances
will bewere
made to the Borrower in a maximumon
the Effective Date in an aggregate principal amount not to exceedof
$1,000,000,000; and


 


WHEREAS,
the Lenders are willing, on the terms and subject to the conditions hereinafter set forth (including Article IV),
to extend Advances to the Borrower; and


 


WHEREAS, the proceeds
of suchthe
Advances will bemade
on the Effective Date were used for refinancing the Existing Credit Facility (as hereinafter defined), and the balance
of proceeds, if any, have been and will be used on
and after the Effective Date for working capital and other general corporate purposes, including capital expenditures
and acquisition financing, of the Borrower and its Subsidiaries;


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


Article
IARTICLE I 


 


DEFINITIONS AND ACCOUNTING TERMS


 


Section
1.1.     SECTION 1.1. Defined Terms. The following terms (whether or not underscored)
when used in this Agreement, including its preamble and recitals, shall, when capitalized, except where the context otherwise requires,
have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):


 


“2021
Extension Amendment” means that certain Amendment to Term Loan Agreement, dated
as of the Amendment Effective Date,
by and among the Borrower, the Administrative Agent and the Lenders
party thereto.


 


““Acceptable
Lender””
means a commercial banking institution with a bank rating by Moody’’s/S&P
of Baa1 and BBB+ or above.


 


 




1
This conformed copy reflects the amendments dated as of May 7, 2020, July 28, 2020 and February 21, 2021.





    9


     


    



““Accumulated
Other Comprehensive Income (Loss)””
means at any date the Borrower’’s
accumulated other comprehensive income (loss) on such date, determined in accordance with GAAP.


 


““Added
Lender””
is defined in Section 2.14.


 


““Added
Lender Agreement””
means an Added Lender Agreement substantially in the form of Exhibit F.


 


““Adjustable
Amount””
means, as of any time of determination, $500,000,000; provided if the aggregate amount of New Capital is equal to or greater
than $500,000,000, then the Adjustable Amount shall be $350,000,000. As
of the Amendment Effective Date, the aggregate amount of New Capital is greater than $500,000,000.


 


““Administrative
Agent””
is defined in the preamble and includes each other Person as shall have subsequently been appointed as the successor Administrative
Agent, and as shall have accepted such appointment, pursuant to Section 10.5.


 


““Administrative
Agent’’s
Account””
means (a) the account of the Administrative Agent maintained by the Administrative Agent at its office in New York, NY, Account
Wiring Instructions: Bank of America N.A., ABA#026009593,
Account No. 1366072250600, Reference: Royal Caribbean Cruises, Attention: Wire Clearing Acct for Syn Loans - LIQ, and (b) such
other account of the Administrative Agent as is designated in writing from time to time by the Administrative Agent to the Borrower
and the Lenders for such purpose.


 


““Administrative
Questionnaire””
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


““Advance””
means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a LIBO Rate Advance (each
of which shall be a ““Type””
of Advance).


 


““Affiliate””
of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with
such Person. A Person shall be deemed to be ““controlled
by””
any other Person if such other Person possesses, directly or indirectly, power to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise.


 


““Agents””
means (a) the Administrative Agent and (b) the Lenders listed as the co-syndication agents on the cover page hereof in their respective
capacities as agents under Article X, together with their respective successors (if any) in such capacity.


 


““Agreement””
means, on any date, this Term Loan Agreement as originally in effect on the Effective Date and as thereafter from time to time
further amended, supplemented, amended and restated (including by the
2021 Extension Amendment), or otherwise modified and in effect on such date.





    92


     


    



“Amendment
Effective Date” means March 30, 2021.


 


““Annualized
Net Cash from Operating Activities””
means, with respect to any calculation of net cash from operating activities for any period:


 


(a)       in
the case of the period of four consecutive Fiscal Quarters ending with the first Fiscal Quarter ending after the last day of the
Waiver Period (and, if applicable, with respect to the period of four consecutive Fiscal Quarters ending with the Fiscal Quarter
for which compliance with the covenants set forth in Section 6.2.4 6.2.4
is tested for purposes of determining whether a Covenant Modification Date has occurred), the product of (i) net cash from operating
activities for such Fiscal Quarter and (ii) four,


 


(b)       in
the case of the period of four consecutive Fiscal Quarters ending with the second Fiscal Quarter ending after the last day of the
Waiver Period, the product of (i) the sum of net cash from operating activities for such Fiscal Quarter and the immediately preceding
Fiscal Quarter and (ii) two, and


 


(c)       in
the case of the period of four consecutive Fiscal Quarters ending with the third Fiscal Quarter ending after the last day of the
Waiver Period, the product of (i) the sum of net cash from operating activities for such Fiscal Quarter and the two immediately
preceding Fiscal Quarters and (ii) four-thirds,


 


in each case determined
in accordance with GAAP as shown in the Borrower’’s
consolidated statements of cash flows for such period.


 


““Anti-Corruption
Laws””
means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time
concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended.


 


““Applicable
Jurisdiction””
means the jurisdiction or jurisdictions under which the Borrower is organized, domiciled or resident or from which any of its business
activities are conducted or in which any of its properties are located and which has jurisdiction over the subject matter being
addressed.


 


““Applicable
Lending Office””
means, with respect to each Lender, such Lender’’s
Domestic Lending Office in the case of a Base Rate Advance and such Lender’’s
LIBO Lending Office in the case of a LIBO Rate Advance.


 


““Applicable
Margin””
means as of any date, a percentage per annum determined by reference to the Senior Debt Rating in effect on such date as set forth
below:


 


	Senior Debt Rating
  S&P/Moody’’s	 	Applicable Margin for 
 Base Rate 
 Non-Extended
 Advances	 	 	Applicable
 Margin for 
 Base Rate 
 Extended
 Advances	 	 	Applicable Margin
 for 
 LIBO Rate 
 Non-Extended
 Advances	 	 	Applicable
 Margin for 
 LIBO Rate 
 Extended
 Advances	 
	Level 1 
A- or A3
 (or higher) 
	 	 	0.000	%	 	 	 	 	 	 	0.875	%	 	 	 	 
	Level 2
 BBB+/ or Baa1
	 	 	0.000	%	 	 	 	 	 	 	1.000	%	 	 	 	 
	Level 3 
BBB or Baa2	 	 	0.075	%	 	 	 	 	 	 	1.075	%	 	 	 	 
	Level 4 
BBB- or Baa3	 	 	0.200	%	 	 	 	 	 	 	1.200	%	 	 	 	 
	Level 5 
BB+ or Ba1
 (or lower)	 	 	0.350	%	 	 	0.850	%	 	 	1.350	%	 	 	1.850	%







    93


     


    



““Arrangers””
means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’’s
or any of its subsidiaries’’
investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement),
BBVA Securities Inc., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, Wells Fargo Securities LLC and DNB Markets
Inc., in their capacities as joint lead arrangers and joint bookrunners.


 


““Available
Proceeds””
means, without duplication, the aggregate amount of any Excess Proceeds (as defined in the Secured Indenture or the Unsecured Indenture)
that remain unapplied after compliance with the “Asset Sale Offer” provisions
of Section 4.09(c) of each of the Secured Indenture and the Unsecured Indenture (and any similar asset sale offer provisions of
any other documentation governing Indebtedness of the Borrower or any of its Subsidiaries).


 


““Base
Rate””
means, for any day, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times
be equal to the highest of:


 


(a)       the
rate of interest in effect for such day as publicly announced from time to time by Bank of America as its ““prime
rate””;


 


(b)       1⁄2
of 1.00% per annum above the Federal Funds Rate in effect on such day; and


 


(c)       the
rate per annum appearing on the applicable Bloomberg screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time) as the London interbank offered rate for deposits in Dollars
(““LIBOR””),
at approximately 11:00 A.M. (London time) on such date for a period of one month (““One
Month LIBOR””);
provided that if One Month LIBOR shall be less than zero, such rate shall be deemed zero for purposes of this Agreement, plus
1.00%.


 


The ““prime
rate””
is a rate set by Bank of America based upon various factors including Bank of America’’s
costs and desired return, general economic conditions and other factors, and





    94


     


    



is used as a reference point for pricing some loans,
which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public announcement of such change.


 


““Base
Rate Advance””
means an Advance that bears interest as provided in Section 2.7(a)(i)2.7(a)(i).


 


““Beneficial
Ownership Certification””
means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


““Beneficial
Ownership Regulation””
means 31 C.F.R. § 1010.230.


 


““Beneficiary
Party””
means the Administrative Agent and each agent, trustee or other representative for each agreement listed on Schedule IV
hereto, as each such agreement may be amended, restated, supplemented, refinanced or otherwise modified from time to time, so long
as such amendment, restatement, supplement, refinancing or other modification does not increase the aggregate principal amount
of Indebtedness or other monetary obligations thereunder to an amount that is more than the aggregate principal amount of commitments,
Indebtedness and other monetary obligations outstanding thereunder as of the Waiver Effective Date plus the amount of any uncommitted
incremental facilities available thereunder as of the Waiver Effective Date plus the amount of unpaid accrued interest and premium
thereon and underwriting discounts, fees, commissions and expenses, associated with such amendment, restatement, supplement, refinancing
or other modification.


 


““Borrower””
is defined in the preamble.


 


““Borrowing””
means a borrowing consisting of simultaneousExtended
Advances or Non-Extended Advances, in each case, of the same
Type and, in the case of LIBO Rate Advances, having the same Interest Period, made by each of the relevant
Lenders.


 


““Business
Day””
means a day of the year on which banks are not required or authorized by law to close in New York City or London, and, if the applicable
Business Day relates to any LIBO Rate Advances, on which dealings are carried on in the London interbank market.


 


““Capital
Lease Obligations””
means obligations of the Borrower or any Subsidiary of the Borrower under any leasing or similar arrangement which, in accordance
with GAAP, would be classified as capitalized leases.


 


““Capitalization””
means, as at any date, the sum of (a) Net Debt on such date, plus (b) Stockholders’’
Equity on such date.


 


““Capitalized
Lease Liabilities””
means the principal portion of all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar
arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and
each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with
GAAP.





    95


     


    



““Cash
Equivalents””
means all amounts other than cash that are included in the ““cash
and cash equivalents””
shown on the Borrower’’s
balance sheet prepared in accordance with GAAP.


 


““Change
of Control””
means an event or series of events by which (a) any ““person””
or ““group””
(as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the ““beneficial
owner””
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to
have ““beneficial
ownership””
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an ““option
right””)),
directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors
or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person
or group has the right to acquire pursuant to any option right); or (b) during any period of 24 consecutive months, a majority
of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals
(i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination
to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination
to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting
at the time of such election or nomination at least a majority of that board or equivalent governing body.


 


““Code””
means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


““Commitment””
means as to any Lender (a) the Dollar amount set forth opposite such Lender’’s
name on Schedule I heretoas
in effect on the Effective Date as such Lender’’s
““Commitment””
or (b) if such Lender has entered into a Lender Assignment Agreement, the Dollar amount set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 11.11.3. The initial aggregate amount of the Lenders’’
Commitments as of the Effective Date is $1,000,000,000.


 


““Controlled
Group””
means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether
or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414(b)
or 414(c) of the Code or Section 4001 of ERISA.


 


““Convert””,
““Conversion””
and ““Converted””
each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.9.


 


““Covenant
Modification Date””
means the first date after January 1, 2022 as so designated in a written notice, executed by the chief financial officer, the treasurer
or the






    96


     


    

corporate controller
of the Borrower, to the Administrative Agent as the ““Covenant
Modification Date””;
provided that such notice shall provide reasonably detailed calculations, in form and substance reasonably satisfactory
to the Administrative Agent, demonstrating compliance with the covenants set forth in Section 6.2.4
6.2.4 of this Agreement as of the most recently
ended Fiscal Quarter for which financial statements were required to be delivered pursuant to Section 6.1.1
6.1.1 of this Agreement.


 


““Default””
means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute
an Event of Default.


 


““Defaulting
Lender””
means, subject to Section 2.15(a), at any time, any Lender that, at such time (a) has failed to (i) fund all or any portion
of its Advances within two Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified
the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or
has made a public statement to that effect (unless such writing or public statement relates to such Lender’’s
obligation to fund an Advance hereunder and states that such position is based on such Lender’’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower
that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or
(d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any debtor relief law,
(ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a governmental authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender
is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error,
and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(a)) upon delivery of written notice of
such determination to the Borrower and each Lender.






    97


     


    

““Designated
Assets””
means the Vessels known on the Waiver Effective Date as (i) Symphony of the Seas, (ii) Oasis of the Seas, (iii) Harmony of the
Seas, (iv) Spectrum of the Seas, (v) Quantum of the Seas, (vi) Ovation of the Seas and (vii) Anthem of the Seas (it being understood
that such Vessels shall remain ““Designated
Assets””
regardless of any change in name or ownership after the Waiver Effective Date).


 


““Designated
Holdco Subsidiaries””
means one or more Subsidiaries of the Borrower that directly own any of the equity interests issued by any Subsidiary of the Borrower
that owns any Designated Assets.


 


““Designated
Indebtedness””
means any Indebtedness that is incurred by (a) the Borrower and guaranteed by one or more Designated Holdco Subsidiaries or (b)
one or more Designated Holdco Subsidiaries. For the avoidance of doubt, Designated Indebtedness shall not include (x) any Indebtedness
under any Permitted Secured Facility or (y) issuances of unsecured commercial paper incurred in the ordinary course of business
of the Borrower and its Subsidiaries.


 


““Designated
Release Event””
means any event or other circumstance that results in all Designated Indebtedness created, incurred or assumed after the Waiver
Effective Date no longer remaining outstanding (whether as a result of repayment, redemption or otherwise) after
a Designated Trigger Event has occurred; provided that no Designated Release Event will occur unless the
Borrower and its Subsidiaries, taken as a whole, has incurred or issued Designated Indebtedness owed to one or more third parties
in an aggregate principal amount equal to or greater than $300,000,000 after the Waiver Effective Date..


 


“Designated
Trigger Event” means the creation, incurrence or assumption of any Designated Indebtedness by the Borrower or
any of its Subsidiaries.


 


““Disclosure
Schedule””
means the Disclosure Schedule attached hereto as Schedule II.


 


““Dollar””
and the sign ““$””
mean lawful money of the United States.


 


““Domestic
Lending Office””
means, with respect to any Lender, the office of such Lender specified as its ““Domestic
Lending Office””
in the Administrative Questionnaire of such Lender or such other office of such Lender as such Lender may from time to time specify
to the Borrower and the Administrative Agent.


 


““Effective
Date””
means April 5, 2019.


 


““Environmental
Laws””
means all applicable federal, state, local or foreign statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders) relating to the protection of the environment.


 


““ERISA””
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with
the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor
sections.






    98


     


    

““Event
of Default””
is defined in Section 7.1.


 


““Existing
Credit Facility””
means the Term Loan Agreement dated as of June 29, 2018, as amended, supplemented or otherwise modified from time to time prior
to the date hereof, among the Borrower, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.


 


““Existing
Principal Subsidiaries””
means each Subsidiary of the Borrower that is a Principal Subsidiary on the Effective Date.


 


“Extended
Advance” means (a) an Advance held by an Extended Lender or a Lender to whom such an Advance was assigned pursuant to the
terms of this Agreement or (b) a Non-Extended Advance that was converted into an Extended Advance pursuant to Section 2.14. As
of the Amendment Effective Date, the aggregate principal amount of Extended Advances is $554,000,000 and the Extended Advance of
each Lender is set forth on Schedule I hereto.


 


“Extended
Lender” means an “Extended Lender” (as defined in the 2021 Extension Amendment).


 


““FATCA””
means Sections 1471 through 1474 of the Code, as in effect at the date hereof (or any amended or successor version that is substantively
comparable), any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered
into pursuant to section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant
to any published intergovernmental agreement entered into in connection with the implementation of such sections of the Code, any
published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal
or regulatory legislation, rules or practices adopted pursuant to such published intergovernmental agreements.


 


““Federal
Funds Rate””
means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of
1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent; provided that
if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“First
Priority Guaranty” is defined in Section 6.2.11(b).


 


““First
Waiver Extension Date””
means July 28, 2020.


 


““Fiscal
Quarter””
means any quarter of a Fiscal Year.


 


““Fiscal
Year””
means any annual fiscal reporting period of the Borrower.





    99


     


    




““Fixed
Charge Coverage Ratio””
means, as of the end of any Fiscal Quarter, the ratio computed for the period of four consecutive Fiscal Quarters ending on the
close of such Fiscal Quarter of:


 


(a)       (a)
(i) (i) net cash from operating activities
(determined in accordance with GAAP) for such period; or


 


(ii)       (ii)
for each of the first three Fiscal Quarters ending after the last day of the Waiver Period (and, for purposes of
determining whether a Covenant Modification Date has occurred, the Fiscal Quarter most recently ended prior to the proposed Covenant
Modification Date for which financial statements were required to be delivered pursuant to Section 6.1.1
6.1.1 of this Agreement), Annualized Net
Cash from Operating Activities for such period,


 


in each case as shown in the Borrower’’s
consolidated statements of cash flows for such period, to


 


(b)       (b)
the sum of:


 


(i)       (i)
dividends actually paid by the Borrower during such period (including, without limitation, dividends in respect
of preferred stock of the Borrower); plus


 


(ii)       (ii)
scheduled cash payments of principal of all debt less New Financings (determined in accordance with GAAP, but in
any event including Capitalized Lease Liabilities),


 


in each case, of the
Borrower and its Subsidiaries for such period.


 


““F.R.S.
Board””
means the Board of Governors of the Federal Reserve System or any successor thereto.


 


““GAAP””
is defined in Section 1.4.


 


““Government-related
Obligations””
means obligations of the Borrower or any Subsidiary of the Borrower under, or Indebtedness incurred by the Borrower or any Subsidiary
of the Borrower to satisfy obligations under, any governmental requirement imposed by any Applicable Jurisdiction that must be
complied with to enable the Borrower and its Subsidiaries to continue their business in such Applicable Jurisdiction, excluding,
in any event, any taxes imposed on the Borrower or any Subsidiary of the Borrower.


 


““Hedging
Instruments””
means options, caps, floors, collars, swaps, forwards, futures and any other agreements, options or instruments substantially similar
thereto or any series or combination thereof used to hedge interest, foreign currency and commodity exposures.


 


““herein””,
““hereof””,
““hereto””,
““hereunder””
and similar terms contained in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document,






    910


     


    

as the case
may be, as a whole and not to any particular Section, paragraph or provision of this Agreement or such other Loan Document.


 


““IFRS””
is defined in Section 1.4.


 


““Increase
Option””
is defined in Section 2.14.


 


““Indebtedness””
means, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance
and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise,
to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price
of property or services, other than (i) trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred,
in the ordinary course of business so long as such trade accounts payable are payable within 180 days of the date the respective
goods are delivered or the respective services are rendered and (ii) any purchase price adjustment, earnout or deferred payment
of a similar nature incurred in connection with an acquisition (but only to the extent that no payment has at the time accrued
pursuant to such purchase price adjustment, earnout or deferred payment obligation); (c) Indebtedness of others secured by a Lien
on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations
of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions
for the account of such Person; (e) Capital Lease Obligations of such Person; (f) guarantees by such Person of Indebtedness of
others, up to the amount of Indebtedness so guaranteed by such Person; (g) obligations of such Person in respect of surety bonds
and similar obligations; and (h) liabilities arising under Hedging Instruments.


 


““Indemnified
Liabilities””
is defined in Section 11.4.


 


““Indemnified
Parties””
is defined in Section 11.4.


 


““Interest
Period””
means, for each LIBO Rate Advance comprising part of the same Borrowing, the period commencing on the date of such LIBO Rate Advance
or the date of the Conversion of any Base Rate Advance into such LIBO Rate Advance and ending on the last day of the period selected
by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The
duration of each such Interest Period shall be seven days or one, two,
three, six or twelve months as the Borrower may, upon notice in substantially the form of Exhibit C received
by the Administrative Agent not later than 11:00 A.M. (New York City time) on the second Business Day prior to the first day of
such Interest Period, select; provided, however, that:


 


(a)       the
Borrower may not select any Interest Period for Non-Extended Advances
that ends after the Maturity Date with respect to such Non-Extended
Advances, and the Borrower may not select any Interest Period for Extended Advances that ends after the Maturity Date with respect
to such Extended Advances;





    911


     


    



(b)       Interest
Periods commencing on the same date for LIBO Rate Advances comprising part of the same Borrowing shall be of the same duration
(without limiting the ability of the Borrower to have more than one Borrowing on the same date);


 


(c)       [intentionally
omitted];


 


(d)       whenever
the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, provided, however, that, if in the case of an Interest
Period of longer than seven days such extension would cause the last day of such Interest Period to occur in the next following
calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and


 


(e)       whenever
the first day of any Interest Period of longer than seven days occurs on a day of an initial calendar month for which there is
no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal
to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar
month.


 


““Lender””
means each Lender listed on Schedule I hereto with a Commitment, and each Added Lender and their respective successors and
assigns.


 


““Lender
Assignment Agreement””
means a Lender Assignment Agreement substantially in the form of Exhibit D.


 


“Lenders”
is defined in the preamble.


 


““LIBO
Lending Office””
means, with respect to any Lender, the office of such Lender specified as its ““LIBO
Lending Office””
in the Administrative Questionnaire of such Lender (or, if no such office is specified, its Domestic Lending Office), or such other
office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.


 


““LIBO
Rate””
means, for any Interest Period for each LIBO Rate Advance comprising part of the same Borrowing, the rate per annum appearing on
the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) as the London interbank offered rate for deposits in Dollars, at approximately 11:00
A.M. (London time) two Business Days prior to the first day of such Interest Period, for a term comparable to such Interest Period;
provided that if the LIBO Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


““LIBO
Rate Advance””
means an Advance that bears interest as provided in Section 2.7(a)(ii)2.7(a)(ii).


 


““LIBOR””
has the meaning specified in the definition of Base Rate.






    912


     


    

““LIBOR
Screen Rate””
means the LIBOR quote on the applicable screen page the Administrative Agent reasonably designates to determine LIBOR (or such
other commercially available source providing such quotations as may be reasonably designated by the Administrative Agent from
time to time).


 


““LIBOR
Successor Rate””
has the meaning specified in Section 2.8(c).


 


“LIBOR
Successor Rate Conforming Changes” has the meaning specified in Section 2.8(c).


 


““Lien””
means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property to secure payment of a debt or performance of an obligation or other priority
or preferential arrangement of any kind or nature whatsoever.


 


““Loan
Document””
means this Agreement, the First Priority Guaranty (if then in effect
pursuant to the terms hereof), the Subordinated Guaranty (if then in effect pursuant to the terms hereof), the Notes,
if any, and each amendment heretoto
this Agreement and any other document designated by the Borrower and the Administrative Agent as a Loan Document.


 


““Material
Adverse Effect””
means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries taken
as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under the Loan Documents or (c) the ability of
the Borrower to perform its payment Obligations under the Loan Documents.


 


““Material
Litigation””
is defined in Section 5.8.


 


““Maturity
Date” means”
means (a) with respect to the Non-Extended Advances, the date that is the third anniversary of the Effective Date and
(b) with respect to the Extended Advances, October 5, 2023; provided, however, that if suchthe
Maturity dDate
is not a Business Day, the Maturity Date shall be the next preceding Business Day.


 


““Moody’’s””
means Moody’’s
Investors Service, Inc. and any successor thereto.


 


““Net
Debt””
means, at any time, the aggregate outstanding principal amount of all debt (including, without limitation, Capitalized Lease Liabilities)
of the Borrower and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) less the sum of (without duplication);


 


(a)       all
cash on hand of the Borrower and its Subsidiaries; plus


 


(b)       all
Cash Equivalents.


 


““Net
Debt to Capitalization Ratio””
means, as at any date, the ratio of (a) Net Debt on such date to (b) Capitalization on such date.






    913


     


    

““New
Capital””
means the aggregate gross amount of proceeds from any capital (whether in the form of debt, equity or otherwise) raised by the
Borrower or any of its Subsidiaries in one or a series of financings after January 1, 2021 (including (i) amounts borrowed (that
were previously undrawn) under committed term loan facilities existing as of such date and (ii) indebtedness borrowed in lieu of
the committed term loan facilities described in the foregoing clause (i) if the incurrence of such indebtedness results in a reduction
or termination of such commitments); provided that proceeds of any capital raise which are used substantially concurrently for
(i) the purchase price of a new Vessel or (ii) repayment of existing Indebtedness (other than Indebtedness (x) maturing no later
than the end of the first full calendar year following the date of such repayment or (y) under any revolving credit agreement the
repayment of which is not accompanied by a corresponding permanent reduction in the related revolving credit commitments), in each
case, shall not constitute New Capital.


 


““New
Financings””
means proceeds from:


 


(a)       borrowed
money (whether by loan or issuance and sale of debt securities), including drawings under this Agreement and any other revolving
credit facilities, and


 


(b)       the
issuance and sale of equity securities.


 


““Non-Consenting
Lender””
means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all or all affected Lenders
in accordance with the terms of Section 11.1 and (ii) has been approved by the Required Lenders.


 


““Non-Defaulting
Lenders””
means the Lenders that are not Defaulting Lenders.


 


“Non-Extended
Advance” means an Advance that is not an Extended Advance. As of the Amendment Effective Date, the aggregate principal amount
of Non-Extended Advances is $307,500,000 and the Non-Extended Advance of each Lender is set forth on Schedule I hereto.


 


““Note””
means a promissory note of the Borrower payable to the order of any Lender, delivered
pursuant to a request made under Section 2.13 in substantially the form of Exhibit A hereto or
such other form as the Administrative Agent and the Borrower reasonably
agree, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such
Lender.


 


““Notice””
is defined in Section 11.2(c).


 


““Notice
of Borrowing””
is defined in Section 2.22.2(a).


 


““Obligations””
means all obligations (monetary or otherwise) of the Borrower arising under or in connection with this Agreement and the Notes.


 


““Other
Beneficiary Party””
means each agent, trustee or other representative (other than a Beneficiary Party) for any agreement which evidences any obligation
of the Borrower or any of its Subsidiaries (other than any unsecured debt securities or any Permitted Secured Facility) outstanding
on the Waiver Effective Date, in each case, as such agreement may be amended,





    914


     


    



restated, supplemented,
refinanced or otherwise modified from time to time, so long as such amendment, restatement, refinancing or other modification does
not increase the aggregate principal amount of obligations thereunder to an amount that is more than the obligations outstanding
thereunder as of the Waiver Effective Date plus the amount of any uncommitted incremental facilities available thereunder as of
the Waiver Effective Date plus the amount of unpaid accrued interest and premium thereon and underwriting discounts, fees, commissions
and expenses, associated with such amendment, restatement, supplement, refinancing or other modification.


 


““Organic
Document””
means, relative to the Borrower, its articles of incorporation (inclusive of any articles of amendment to its articles of incorporation)
and its by-laws.


 


““Participant””
is defined in Section 11.11.2.


 


““Participant
Register””
is defined in Section 11.11.2.


 


““Pension
Plan””
means a ““pension
plan””,
as such term is defined in section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined
in section 4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any liability by reason of being deemed to be a contributing sponsor
under section 4069 of ERISA.


 


“Person”
means any natural person, corporation, partnership, limited liability company, firm, association, trust,
government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.


 


““Permitted
Restricted Payment””
means any of the following transactions: (a) any (i) dividend or other distribution (whether in cash, securities or other property)
with respect to any of the Borrower’’s
capital stock or other equity interests issued by the Borrower, or (ii) payment (whether in cash, securities or other property)
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any of the Borrower’’s
capital stock or other equity interests, in each of (i) and (ii), pursuant to and in accordance with stock option plans or other
benefit plans (including with respect to performance shares issued in the ordinary course of business) for present or former officers,
directors, consultants or employees of the Borrower in the ordinary course of business consistent with past practice; and (b) the
payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities
convertible into or exercisable for any of the Borrower’’s
capital stock or other equity interests.


 


““Permitted
Secured Facility””
means (a) the Secured FacilityIndenture
or (b) any other Indebtedness incurred by the Borrower or its Subsidiaries that is (i) permitted under Section 6.2.3
6.2.3 of this Agreement, (ii) secured solely by Permitted Secured
Facility Collateral and (iii) guaranteed only by the Secured Facility Guarantors, as amended, restated, supplemented or otherwise
modified from time to time (but always subject to the limitations in clause (b)).






    915


     


    

““Permitted
Secured Facility Collateral””
means (a) any and all assets that constitute (or purport to constitute) Collateral (as defined in the Secured FacilityIndenture)
as of the WaiverAmendment
Effective Date and (b) any other asset of the Borrower that is subject to a lien to secure obligations under any Permitted Secured
Facility (which, for the avoidance of doubt, shall not include any Designated Assets or Priority Assets).


 


“Person”
means any natural person, corporation, partnership, limited liability company, firm, association, trust,
government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.


 


““Prepayment
Event””
is defined in Section 8.1.


 


““Principal
Subsidiary””
means any Subsidiary of the Borrower that owns a Vessel.


 


““Priority
Assets””
means the Vessels known on the Waiver Effective Date as (i) Azamara Quest, (ii) Azamara Pursuit, (iii) Azamara Journey, (iv) Celebrity
Edge, (v) Celebrity Apex, (vi) Celebrity Flora, (vii) Celebrity Xpedition, (viii) Celebrity Xperience, (ix) Celebrity Xploration,
(x) Monarch, (xi) Horizon and (xii) Sovereign (it being understood that such Vessels shall remain ““Priority
Assets””
regardless of any change in name or ownership after the Waiver Effective Date).


 


““Priority
Holdco Subsidiaries””
means (a) RCL Cruises Ltd. or any other Subsidiaries of the Borrower that directly own all of the equity interests in (i) RCL TUI
Cruises German Verwaltungs GmbH and (ii) RCL TUI Cruises German Holding GmbH & Co. KG and (b) one or more Subsidiaries that
directly own any of the equity interests issued by any other Subsidiary of the Borrower that owns any Priority Asset. For the avoidance
of doubt, Priority Holdco Subsidiaries shall not include any Principal Subsidiary.


 


““Priority
Release Event””
means any event or other circumstance that results in no Permitted Secured Facility remaining outstanding (whether as a result
of repayment, redemption or otherwise) after a Priority Trigger Event has occurred.


 


“Priority
Trigger Event” means (a) a refinancing of the Secured Facility with (i) one or more new Permitted Secured Facilities
or (ii) other Indebtedness of the Borrower or any Subsidiary of the Borrower that is guaranteed by one or more Subsidiaries of
the Borrower that own, directly or indirectly, Permitted Secured Facility Collateral or (b) the terms of any Permitted Secured
Facility no longer prohibiting a guarantee of the Obligations by the Priority Holdco Subsidiaries.


 


““Ratable
Share””
of any amount means, with respect to any Lender at any time, the product of such amount times a fraction, the numerator
of which is the amount of such Lender’’s
Commitment or Advances, as applicable, at such time (or, if the Commitments shall have been terminated, such Lender’’s
Commitment as in effect immediately prior to such termination) and the denominator of which is the aggregate amount of all Commitments
or Advances, as applicable, at such time (or, if the Commitments shall have been terminated, the aggregate amount of all Commitments
as in effect immediately prior to such termination); provided that in the case of Section 2.15 when a Defaulting
Lender shall exist, ““Ratable
Share””
shall mean the






    916


     


    

percentage
of the total Commitments or Advances, as applicable (disregarding any Defaulting Lender’’s
Commitments or Advances, as applicable), represented by such Lender’’s
Commitments or Advances, as applicable.


 


“Rescindable
Amount” has the meaning as defined in Section 2.11(d).


 


““Register””
is defined in Section 11.11.3.


 


““Related
Parties””
means, with respect to any Person, such Person’’s
Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors (including lawyers
and accountants) and representatives of such Person and of such Person’’s
Affiliates.


 


““Required
Lenders””
means, at any time, Lenders that, in the aggregate, hold more than 50% of the aggregate unpaid principal amount (based on the Equivalent
in Dollars at such time) of the Advances or, if no such principal amount is then outstanding, Lenders that in the aggregate have
more than 50% of the Commitments; provided that if any Lender shall be a Defaulting Lender at such time, there shall be
excluded from the determination of Required Lenders at such time the Commitments and Advances of such Lender at such time.


 


““Resignation
Effective Date””
is defined in Section 10.7(a).


 


““S&P””
means S&P Global Ratings and any successor thereto.


 


““Sanctions””
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’’s
Treasury of the United Kingdom.


 


““Sanctioned
Country””
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.


 


““Sanctioned
Person””
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council,
the European Union or any European Union member state, Her Majesty’’s
Treasury of the United Kingdom or any person owned or controlled by any such Person or Persons or (b) any Person operating, organized
or resident in a Sanctioned Country.


 


““Scheduled
Unavailability Date””
has the meaning specified in Section 2.8(c).


 


“Secured
Facility” means that certain Term Loan Agreement, dated as
of March 23, 2020, by and among the Borrower, the lenders
party thereto from time to time, and Morgan Stanley Senior Funding, Inc., in its capacity administrative agent and collateral agent,
as amended, restated or amended and restated from time to time.





    917


     


    



““Secured
Facility Guarantors””
means those certain Subsidiaries of the Borrower that guarantee the Secured FacilityIndenture
as of the WaiverAmendment
Effective Date and any of their respective Subsidiaries.


 


““Secured
Indenture””
means that certain Indenture dated as of May 19, 2020 among the Borrower, certain subsidiaries of the Borrower, and The Bank of
New York Mellon Trust Company, N.A., as trustee and security agent, as in effect on the First Waiver Extension Date.


 


““Senior
Debt Rating””
means, as of any date, (a) the implied senior debt rating of the Borrower for debt pari passu in right of payment and in
right of collateral security with the Obligations as given by Moody’’s
and S&P or (b) in the event the Borrower receives an actual unsecured senior debt rating (apart from an implied rating) from
Moody’’s
and/or S&P, such actual rating or ratings, as the case may be (and in such case the Senior Debt Rating shall not be determined
by reference to any implied senior debt rating from either agency). For purposes of the foregoing, (i) if only one of S&P and
Moody’’s
shall have in effect a Senior Debt Rating, the Applicable Margin shall be determined by reference to the available rating; (ii)
if neither S&P nor Moody’’s
shall have in effect a Senior Debt Rating, the Applicable Margin will be set in accordance with Level 5 under the definition of
““Applicable
Margin””,
unless (A) within 21 days of being notified by the Administrative Agent that both Moody’’s
and S&P have ceased to give a Senior Debt Rating, the Borrower has obtained from at least one of such agencies a private implied
rating for its senior debt or (B) having failed to obtain such private rating within such 21-day period, the Borrower and the Lenders
shall have agreed within a further 15-day period (during which period the Borrower and the Agents shall consult in good faith to
find an alternative method of providing an implied rating of the Borrower’’s
senior debt) on an alternative rating method, which agreed alternative shall apply for the purposes of this Agreement; (iii) if
the ratings established by S&P and Moody’’s
shall fall within different levels, the Applicable Margin shall be based upon the higher rating unless such ratings differ by two
or more levels, in which case the applicable level will be deemed to be one level below the higher of such levels; (iv) if any
rating established by S&P or Moody’’s
shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating
agency making such change; and (v) if S&P or Moody’’s
shall change the basis on which ratings are established, each reference to the Senior Debt Rating announced by S&P or Moody’’s,
as the case may be, shall refer to the then equivalent rating by S&P or Moody’’s,
as the case may be.


 


““Specified
Designated Holdco Subsidiaries””
means those certain Designated Holdco Subsidiaries that are obligors with respect to any Designated Indebtedness.


 


““Stockholders’’
Equity””
means, as at any date, the Borrower’’s
stockholders’’
equity on such date, excluding Accumulated Other Comprehensive Income (Loss), determined in accordance with GAAP; provided
that:


 


(a)       (a)
any non-cash charge to Stockholders’’
Equity resulting (directly or indirectly) from a change after the Effective Date in GAAP or in the interpretation thereof shall
be disregarded in the computation of Stockholders’’
Equity such that the amount of any reduction thereof resulting from such change shall be added back to Stockholders’’
Equity;





    918


     


    



(b)       (b) (i) any non-cash write-off to Stockholders’’
Equity with respect to the Fiscal Year ended December 31, 2020 and (ii) any non-cash write-off to goodwill with respect to any
Fiscal Year commencing after December 31, 2020, shall be disregarded in the computation of Stockholders’’
Equity such that the amount of any reduction thereof resulting from such write-offs shall be added back to Stockholders’’
Equity;


 


(c)       (c)
any non-cash write-off to Stockholders’’
Equity with respect to the Fiscal Year ended December 31, 2021 or December 31, 2022 (excluding any such write-offs to goodwill
with respect to either such Fiscal Year) shall be disregarded in the computation of Stockholders’’
Equity such that the amount of any reduction thereof resulting from such write-off shall be added back to Stockholders’’
Equity; provided that the aggregate amount of such write-offs added back to Stockholders’’
Equity pursuant to this clause (c) (c)
shall not exceed the greater of (i) 10.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined
in accordance with GAAP as at the last day of the most recently ended Fiscal Quarter and (ii) $3,000,000,000; and


 


(d)       (d)
““net
loss attributable to Royal Caribbean Cruises Ltd.””
(but excluding any net loss associated with an impairment or write-off added back pursuant to clause (b)
(b) or (c)
(c) above), determined in accordance with
GAAP as shown in the Borrower’’s
consolidated statement of comprehensive (loss) income, attributable to the Fiscal Years ending December 31, 2021 and December 31,
2022 (excluding, for the avoidance of doubt, any such amount attributable to goodwill or write-offs with respect the Fiscal Year
ended December 31, 2020) shall be added back to Stockholders’’
Equity; provided that the aggregate amount added back to Stockholders’’
Equity pursuant to clause (c) (c)
above and this clause (d) (d)
shall not exceed $4,500,000,000.


 


For the avoidance of
doubt, no item added back to Stockholders’’
Equity pursuant to clause (b)(b),
clause (c) (c)
or clause (d) (d)
shall also be added back pursuant to any other such clause.


 


“Subordinated
Guaranty” is defined in Section 6.2.11(c).


 


““Subsidiary””
means, with respect to any Person, any corporation of which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any
other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.


 


““Taxes””
is defined in Section 3.6.


 


““Type””
means the distinction of an Advance as a LIBO Rate Advance or a Base Rate Advance.


 


““United
States””
or ““U.S.””
means the United States of America, its fifty States and the District of Columbia.


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““Unsecured
Indenture””
means that certain Indenture dated as of June 9, 2020 among the Borrower, RCI Holdings LLC, and The Bank of New York Mellon Trust
Company, N.A., as trustee, as in effect on the First Waiver Extension Date.


 


““Vessel””
means a passenger cruise vessel owned by the Borrower or one of its Subsidiaries.


 


““Waiver
Effective Date””
means May 7, 2020.


 


““Waiver
Period””
means the period commencing on the Waiver Effective Date and ending on the earlier of (i) September 30, 2022 and (ii) the Covenant
Modification Date.


 


Section 1.2. Use
of Defined Terms; Other Definitional Provisions. (a) Unless otherwise defined or the context otherwise requires, terms for
which meanings are provided in this Agreement shall, when capitalized, have such meanings when used in the Disclosure Schedule
and in each Note, Notice of Borrowing, notice and other communication delivered from time to time in connection with this Agreement
or any other Loan Document.


 


(b)       Any
reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term,
shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a
limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that
is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


Section
1.3.      SECTION 1.3.  Cross-References.
Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references
to such Article or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise specified,
references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.


 


Section
1.4.      SECTION 1.4. Accounting and
Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document
shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 6.2.4)
shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance
with United States generally accepted accounting principles (““GAAP””)
consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower
elects to apply or is required to apply International Financial Reporting Standards (““IFRS””)
accounting principles in lieu of GAAP, upon any such election and notice to the Administrative Agent, references herein to GAAP
shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided, further, that if, as a
result of (i) any change in GAAP or IFRS or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu
of GAAP, in each case, after the date of the financial statements referred to in Section 5.6, there is a change in the
manner of determining any of the items referred to herein that are to be determined by reference





    920


     


    






to GAAP, and the effect of such change
would (in the reasonable opinion of the Borrower or the Administrative Agent) be such as to affect the basis or efficacy of the
covenants contained in Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial
condition of the Borrower and its Subsidiaries and the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment
to any provision hereof for such purpose), then such item shall for the purposes of such Sections of this Agreement continue to
be determined in accordance with GAAP relating thereto as GAAP were applied immediately prior to such change in GAAP or in the
interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with
GAAP as in effect on December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue
to be accounted for as operating lease obligations for purposes of this Agreement regardless of any change in GAAP following December
31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise)
as capitalized leases; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet
due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations
or Capitalized Lease Liabilities.


 


Article
IIARTICLE II 



COMMITMENTS, BORROWING PROCEDURES AND NOTES


 


Section
2.1.      SECTION 2.1. The Advances.
Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower on the Effective
Date, in an amount not to exceed such Lender’’s
Commitment. The Borrowing to be made on the Effective Date shall be in an amount not less than $5,000,000 or an integral multiple
of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according
to their respective Commitments. Amounts borrowed hereunder and prepaid or repaid may not be reborrowed.


 


Section 2.2.
    Making the Advances. (a) Each Borrowing shall be made on notice, given not later than (x)
11:00 A.M. (New York City time) on the second Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of LIBO Rate Advances or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in
the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent by telecopier or other
electronic transmission, which shall give to each Lender prompt notice (in the case of a proposed Borrowing consisting of
Base Rate Advances, by 12:00 P.M. (New York City time)) thereof by telecopier or other electronic transmission. Each such
notice of a Borrowing (a ““Notice
of Borrowing””)
shall be by telephone, confirmed promptly in writing, telecopier or other electronic transmission in substantially the form
of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising
such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate
Advances, initial Interest Period for each such Advance. Each Lender





    921


     


    






shall, before 11:00 A.M. (New York City
time) on the date of such Borrowing, in the case of a Borrowing consisting of LIBO Rate Advances and before 1:00 P.M. (New York
City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Advances, make available for the account
of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’’s
Account, in same day funds, such Lender’’s
ratable portion of such Borrowing. After the Administrative Agent’’s
receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 4.2 the Administrative Agent
will make such funds available to the Borrower at the account of the Borrower specified in the applicable Notice of Borrowing.


 


(b)            
[Intentionally omitted].


 


(c)           Anything
in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make LIBO Rate Advances shall
then be suspended pursuant to Section 2.8 or 3.1 and (ii) the LIBO Rate Advances may not be outstanding as part of
more than 15 separate Borrowings.


 


(d)           Each
Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of LIBO Rate Advances, the Borrower shall indemnify each Lender in accordance with Section 3.4.


 


(e)            Unless
the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’’s
ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.2, and the
Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender
and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid
to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances comprising
such Borrowing and (ii) in the case of such Lender the Federal Funds Rate. If such Lender shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Lender’’s
Advance as part of such Borrowing for purposes of this Agreement.


 


(f)            The
failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any
other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.


 


(g)           If
any Lender shall default in its obligations under Section 2.1, the Agents shall, at the request of the Borrower, use reasonable
efforts to find a bank or other financial institution acceptable to the Borrower and reasonably acceptable to the Administrative
Agent to replace







    922


     


    



such Lender on terms acceptable to the Borrower and to have such bank or other financial institution replace such
Lender.


 


(h)           Each
Lender may, if it so elects, fulfill its obligation to make or continue Advances hereunder by causing one of its foreign branches
or Affiliates (or an international banking facility created by such Lender) to make or maintain such Advance; provided that
such Advance shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrower to
repay such Advance shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking
facility.


 


Section
2.3.       SECTION 2.3.  [Intentionally
omitted] .


 


Section
2.4.       SECTION 2.4. [Intentionally omitted]
.


 


Section
2.5.      SECTION 2.5. [Intentionally omitted]
.


 


Section
2.6.      SECTION 2.6. Repayment of Advances.
The Borrower shall repay to the Administrative Agent for the account of each Lender on the applicable
Maturity Date the aggregate principal amount of the Non-Extended
Advances and Extended Advances, as applicable,
made by such Lender and then outstanding.


 


Section
2.7.      SECTION 2.7. Interest on Advances
(a) . (a) (a)
Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance made to it and owing
to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:


 


(i)       Base
Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the
result of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin for the
applicable Base Rate Advances in effect from time to time, payable in arrears quarterly on the last day of each March,
June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.


 


(ii)       LIBO
Rate Advances. During such periods as such Advance is a LIBO Rate Advance, a rate per annum equal at all times during
each Interest Period for such Advance to the result of (x) the LIBO Rate for such Interest Period for such LIBO Rate Advance plus
(y) the Applicable Margin for the applicable LIBO Rate Advances
in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration
of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest
Period and on the date such LIBO Rate Advance shall be Converted or paid in full.


 


(b)           Default
Interest. After the date any principal amount of any Advance is due and payable (whether on the applicable
Maturity Date, upon acceleration or otherwise), or after any other monetary Obligation of the Borrower shall have become due and
payable, the Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on (i) the
unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
above, at a rate per annum equal at all times to 2% per 







    923


     


    



annum above the
rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date
such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in
full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on
Base Rate Advances pursuant to clause (a)(i) above as certified by the Administrative Agent to the Borrower (which
certification shall be conclusive in the absence of manifest error).


 


Section 2.8. Interest
Rate Determination. (a) The Administrative Agent shall furnish to the Borrower and to the Lenders each determination of the
LIBO Rate.


 


(b)           If
the Borrower shall fail to select the duration of any Interest Period for any LIBO Rate Advances in accordance with the provisions
contained in the definition of ““Interest
Period””
in Section 1.1, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances shall,
on such last day, automatically be continued as an Advance with an Interest Period having a duration of one month.


 


(c)           Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case
of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


 


(i)       adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because
the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)       the
administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used
for determining the interest rate of loans (such specific date, the ““Scheduled
Unavailability Date””),
or


 


(iii)       syndicated
loans currently being executed, or that include language similar to that contained in this Section 2.8(c), are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly after such determination
by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and
the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments
to the benchmark (if any) incorporated therein) , giving due consideration to any evolving or then existing convention for similar
U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a ““LIBOR
Successor Rate””),
together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective
at 5:00 P.M. (New York City







    924


     


    



time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment
to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner
consistent with market practice; provided that to the extent such market practice is not administratively feasible for the
Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent.


 


If no LIBOR Successor Rate has been determined
and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO
Rate Advances shall be suspended (to the extent of the affected LIBO Rate Advances or Interest Periods), and (y) the One Month
LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke
any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Advances (to the extent of the affected LIBO
Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing
of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein.


 


Notwithstanding anything else herein, any
definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes
of this Agreement.


 


For purposes hereof, ““LIBOR
Successor Rate Conforming Changes””
means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period,
timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate,
in the discretion of the Administrative Agent in consultation with the Borrower, to reflect the adoption of such LIBOR Successor
Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible
or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as
the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).


 


Section
2.9.      SECTION 2.9. Optional Conversion
of Advances. The Borrower may on any Business Day, upon notice given to the Administrative Agent in substantially the form
of Exhibit C not later than 11:00 A.M. (New York City time) on the second Business Day prior to the date of the proposed
Conversion and subject to the provisions of Sections 2.8 and 3.1, Convert all Advances of one Type comprising the
same Borrowing into Advances of the other Type; provided, however, that any Conversion of LIBO Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such LIBO Rate Advances, any Conversion of Base Rate Advances into
LIBO Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.2(c) and no Conversion
of any Advances shall result in more separate Borrowings than permitted under Section 2.2(c). Each such notice of a Conversion
shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted, and
(iii) if such Conversion is into LIBO Rate Advances, the







    925


     


    



duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower.


 


Section
2.10.      SECTION 2.10.  Optional Prepayments of Advances.
The Borrower may, upon notice at least two Business Days prior to the date of such prepayment, in the case of LIBO Rate Advances,
and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Administrative
Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall,
prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or (except
with respect to the prepayment of Advances contemplated by the 2021 Extension Amendment and in connection with any subsequent
repayment of no more than 20% of the outstanding Advances held by a Lender converting its Non-Extended Advances into Extended
Advances pursuant to Section 2.14 substantially concurrently with such conversion that occurs no later than one week after the
Amendment Effective Date) ratably in part, together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that each partial prepayment of LIBO Rate Advances shall be in an aggregate principal amount
of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and in the event of any such prepayment of
a LIBO Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 3.4.
Notwithstanding the foregoing, the Borrower shall not be permitted
to prepay Non-Extended Advances pursuant to this Section 2.10 unless the Extended Advances have been (or are concurrently being)
prepaid in full (other than any repayment of no more than 20% of the outstanding Advances held by a Lender converting its Non-Extended
Advances into Extended Advances pursuant to Section 2.14 substantially concurrently with such conversion that occurs no later
than one week after the Amendment Effective Date).


 


Section 2.11. Payments
and Computations. (a) The Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off,
not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Administrative
Agent’’s
Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 3.3, 3.4, 3.5,
3.6 or 3.7) to the applicable Lenders for
the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable
to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon any Added Lender becoming a Lender hereunder as a result of an exercise of the Increase Option pursuant
to Section 2.14, and upon the Administrative Agent’’s
receipt of such Lender’’s
Added Lender Agreement and recording of the information contained therein in the Register, from and after the applicable Increase
Option Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in
respect of the interest assumed thereby to the Added Lender. Upon its acceptance of a Lender Assignment Agreement and recording
of the information contained therein in the Register pursuant to Section 11.11.3, from and after the effective date specified
in such Lender Assignment Agreement, the Administrative Agent shall make all payments hereunder and under the Notes in respect
of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment Agreement shall
make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.





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(b)           All
computations of interest based on the Base Rate (including Base Rate determined by reference to the LIBO Rate or the Federal Funds
Rate) shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations
of interest based on the LIBO Rate or the Federal Funds Rate and of fees shall be made by the Administrative Agent on the basis
of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring
in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.


 


(c)           Whenever
any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day; provided, however, that, if such extension would cause payment of interest on
or principal of LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding
Business Day and provided, further, that any such adjustment to the payment date shall in each case be made in the
computation of payment of interest or fee, as the case may be.


 


(d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make such payment in
full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agentin
accordance herewith and may, in reliance upon such assumption, cause to be distributed
to each Lender on such due date an amount equal todistribute
to the Lenders, as the case may be, the amount then due such
Lender. If and.


 


to
the extent the Borrower shall not have so made suchWith
respect to any payment in full tothat
the Administrative Agent, makes
for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1)
the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid
by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such
payment; then each of the Lenders
shall, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on demand suchthe
Rescindable aAmount
so distributed to such Lender together,
in immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to such Lender untilit
to but excluding the date such Lender repays such amountof
payment to the Administrative Agent, at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.


 


A
notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (d) shall be
conclusive, absent manifest error.


 


(e)           To
the extent that the Administrative Agent receives funds for application to the amounts owing by the Borrower under or in respect
of this Agreement or any Note in currencies other than the currency or currencies required to enable the Administrative Agent to
distribute







    927


     


    



funds to the Lenders
in accordance with the terms of this Section 2.11, the Administrative Agent, to the extent permitted by applicable law,
shall be entitled to convert or exchange such funds into Dollars to the extent necessary to enable the Administrative Agent to
distribute such funds in accordance with the terms of this Section 2.11; provided that the Borrower and each of the
Lenders hereby agree that the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by
the Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.11(e)
or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further
that the Borrower agrees, to the extent permitted by applicable law, to indemnify the Administrative Agent and each Lender, and
hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Administrative
Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance
with this Section 2.11(e).


 


Section
2.12.       SECTION 2.12. Sharing of Payments,
Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of the Advances owing to it (other than (x) pursuant to Section 3.3, 3.4, 3.5, 3.6
or 3.7 or, (y)
any payments made in accordance with the express terms of this Agreement at any time that a Defaulting Lender exists or
in accordance with Section 2.10 and (z) any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Advances in accordance
with Section 2.15, Section 11.11.1 or Section 11.11.2) in excess of its Ratable Share of payments on account of
the relevant Advances obtained by all the applicable
Lenders, such Lender shall forthwith purchase from the other applicable
Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered
from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to such Lender’’s
ratable share (according to the proportion of (i) the amount of such Lender’’s
required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable
by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 2.12 may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation.


 


Section 2.13. Evidence
of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a Note is required
or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the
order of such Lender in a principal amount up to the Commitment of such Lender.





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(b)           The
Register maintained by the Administrative Agent pursuant to Section 11.11.3 shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded (i) the date, currency and amount of each Borrowing
made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii)
the terms of each Lender Assignment Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by
the Administrative Agent from the Borrower hereunder and each Lender’’s
share thereof.


 


(c)            Entries
made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account
or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due
and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error.


 


Section 2.14. Increase
Option. (a) The Borrower shall have the right up to six months prior to the latest
Maturity Date, by notice to the Administrative Agent, to effectuate on one or more occasions, additional Extended
Advances under this Agreement (such right to increase, the ““Increase
Option””)
by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the requirements
of this Section 2.14 constitute ““Lenders””
hereunder) (an ““Added
Lender””),
or by allowing one or more Lenders in their sole discretion to make additional Advances hereunder or
convert their respective Non-Extended Advances hereunder into Extended Advances (each an ““Increasing
Lender””);
provided that (x) no additional Advance on any occasion shall be less than $10,000,000, (y) no additional Advances pursuant to
this Section 2.14 shall result in aggregate Advances exceeding $1,350,000,000, and (z) no Lender shall be required to convert
or make any additional Advances under this Section 2.14 without the consent of such Lender. The Borrower shall
deliver to the Administrative Agent on or before the applicable Increase Option Date each of the following items with respect
to each Added Lender and Increasing Lender:


 


(i)       a
written notice of the Borrower’’s
intention to borrowincrease
the aggregate amount of Extended Advances pursuant to this
Section 2.142.14, which shall
specify each Added Lender and the amount of such Added Lender’’s
Advance (if any), each Increasing Lender and the amount of the additional and
converted Advances of such Increasing Lender’s
Advance (if any), and such other information as is reasonably requested by the Administrative Agent;


 


(ii)       documents
in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by each Added Lender and each Increasing
Lender, pursuant to which such Lender becomes a party hereto, converts
an Advance or makes an additional Advance, as the case may be; and


 


(iii)       if
requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by the Borrower.





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Upon receipt of any
notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Lender thereof. Upon execution and
delivery of such documents (the ““Increase
Option Date””),
such new Lender shall constitute a ““Lender””
hereunder with an Advance as specified therein, or such Increasing Lender’’s
Advance shall increase (or be converted) as specified therein,
as the case may be. Immediately upon the effectiveness of the addition of such Added Lender or the increase in (or
conversion of) the Advance of such Increasing Lender under this Section 2.142.14,
the respective Ratable Shares of the applicable Lenders shall
be deemed modified as appropriate to correspond to such changed aggregate Advances.


 


The Borrower shall
borrow up to the full amount of the additional Advances in accordance with Section 2.2 on the Increase Option Date.


 


Section
2.15.        SECTION 2.15.  Defaulting Lenders.


 


(a)            If
the Borrower and the Administrative Agent agree in writing in their reasonable determination that a Defaulting Lender should no
longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any
cash collateral or letters of credit), that Lender will, to the extent applicable, purchase at par that portion of outstanding
Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the
Advances to be held on a pro rata basis by the Lenders in accordance with their Ratable Shares, whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from such Lender’’s
having been a Defaulting Lender.


 


(b)           Notwithstanding
anything to the contrary contained in this Agreement, any payment of principal, interest or other amounts received by the Administrative
Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article
VII or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first,
to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower
may request (so long as no Default and no Prepayment Event shall have occurred and be continuing), to the funding of any Advance
in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined
by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a
court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’’s
breach of its obligations under this Agreement; fourth, so long as no Default and no Prepayment Event shall have occurred
and be continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’’s
breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or










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as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advance
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made at a time
when the applicable conditions set forth in Article IV were satisfied or waived, such payment shall be applied solely to
pay the Advances of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of such
Defaulting Lender and provided further that any amounts held as cash collateral for funding obligations of a Defaulting Lender
shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’’s
obligations hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held)
to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.15 shall be deemed paid
to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


Article
IIIARTICLE III



CERTAIN LIBO RATE AND OTHER PROVISIONS


 


Section
3.1.      SECTION 3.1.  
LIBO Rate Lending Unlawful. If
the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental
authority having jurisdiction over such Lender asserts that it is unlawful, for such Lender to make, continue or maintain any
Advance bearing interest at a rate based on the LIBO Rate, the obligations of such Lender to make, continue or maintain any Advances
bearing interest at a rate based on the LIBO Rate shall, upon notice thereof to the Borrower, the Administrative Agent and each
other Lender, forthwith be suspended until the circumstances causing such suspension no longer exist, provided that such Lender’’s
obligation to make, continue and maintain Advances hereunder shall be automatically converted into an obligation to make, continue
and maintain Advances bearing interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent
of the sum of the LIBO Rate for the relevant Interest Period plus the Applicable Margin applicable to the
relevant LIBO Rate Advances or, if such negotiated rate is not agreed upon by the Borrower and such Lender within fifteen
Business Days, a rate equal to the Federal Funds Rate from time to time in effect plus the Applicable Margin applicable to the
relevant LIBO Rate Advances.


 


Section
3.2.      SECTION 3.2. Deposits Unavailable.


 


If the Administrative
Agent shall have determined that:


 


(a)           deposits
in the relevant amount, in the relevant currency and for the relevant Interest Period are not available to it in the London interbank
market; or


 


(b)           by
reason of circumstances affecting the London interbank market, adequate means do not exist for ascertaining the interest rate applicable
hereunder to LIBO Rate Advances,


 


then the Administrative
Agent shall give notice of such determination (hereinafter called a ““Determination
Notice””)
to the Borrower and each of the Lenders. The Borrower, the Lenders and the Administrative Agent shall then negotiate in good faith
in order to agree upon a





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mutually satisfactory
interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this
Agreement. If the Borrower, the Lenders and the Administrative Agent are unable to agree upon an interest rate (or rates) and interest
period (or interest periods) prior to the date occurring fifteen Business Days after the giving of such Determination Notice, the
interest rate to take effect at the end of the Interest Period current at the date of the Determination Notice shall be equal to
the sum of the Applicable Margin applicable to the relevant
LIBO Rate Advances plus the Federal Funds Rate in effect from time to time.


 


Section
3.3.      SECTION 3.3. Increased Costs,
etc. If a change in any applicable treaty, law, regulation or regulatory requirement (including by introduction or adoption
of any new treaty, law, regulation or regulatory requirement) or in the interpretation thereof or in its application to the Borrower,
or if compliance by any Lender with any applicable direction, request, requirement or guideline (whether or not having the force
of law, and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning
capital adequacy or liquidity issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii)
all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any governmental
or other authority including, without limitation, any agency of the United States or the United Kingdom, the European Union or
similar monetary or multinational authority insofar as it may be changed or imposed after the date hereof, shall:


 


(a)           subject
any Lender to any taxes, levies, duties, charges, fees, deductions or withholdings of any nature with respect to its commitment
to lend and other commitments of such type or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction
or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes
are described in Section 3.6, withholding taxes); or


 


(b)           change
the basis of taxation to any Lender (other than a change in taxation on the overall net income of such Lender) of payments of principal
or interest or any other payment due or to become due pursuant to this Agreement; or


 


(c)            impose,
modify or deem applicable any reserve, liquidity or capital adequacy requirements (other than the reserve costs described in Section
3.7) or other banking or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital
resources to its obligations hereunder or require the making of any special deposits against or in respect of any assets or liabilities
of, deposits with or for the account of, or loans by, any Lender (provided that such Lender shall, unless prohibited by
law, allocate its capital resources to its obligations hereunder in a manner which is consistent with its present treatment of
the allocation of its capital resources); or


 


(d)           impose
on any Lender any other condition affecting its commitment to lend hereunder,










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and the result of any of the foregoing
is either (i) to increase the cost to such Lender of making Advances or maintaining its Commitment or any part thereof, (ii) to
reduce the amount of any payment received by such Lender or its effective return hereunder or on its capital or (iii) to cause
such Lender to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder, then
and in any such case if such increase or reduction in the opinion of such Lender materially affects the interests of such Lender,
(A) the Lender concerned shall (through the Administrative Agent) notify the Borrower of the occurrence of such event and use reasonable
efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending
Office if the making of such a designation would avoid the effects of such law, regulation or regulatory requirement or any change
therein or in the interpretation thereof and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous
to such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such Lender
such amount as is necessary to compensate such Lender for such additional cost or such reduction and ancillary expenses, including
taxes, incurred as a result of such adjustment. Such notice shall (i) describe in reasonable detail the event leading to such additional
cost, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such additional cost, (iii)
describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is the
Lender’’s
standard method of calculating such amount, (v) certify that such request is consistent with its treatment of other borrowers that
are subject to similar provisions, and (vi) certify that, to the best of its knowledge, such change in circumstance is of general
application to the commercial banking industry in such Lender’’s
jurisdiction of organization or in the relevant jurisdiction in which such Lender does business. Failure or delay on the part of
any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’’s
right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower
of the circumstance giving rise to such increased costs or reductions and of such Lender’’s
intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs
or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive
effect thereof, but not more than six months prior to the date that such Lender notifies the Borrower of the circumstance giving
rise to such cost or reductions and of such Lender’’s
intention to claim compensation therefor.


 


Section
3.4.      SECTION 3.4. Funding Losses.
In the event any Lender shall incur any loss or expense (other than loss of profits, business or anticipated savings) by reason
of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion
of the principal amount of any Advance as a LIBO Rate Advance as a result of:


 


(a)           any
conversion or repayment or prepayment of the principal amount of any LIBO Rate Advances on a date other than the scheduled last
day of the Interest Period applicable thereto, whether pursuant to Section 3.1 or otherwise; or







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(b)           any
LIBO Rate Advances not being made in accordance with the Notice of Borrowing therefor due to the fault of the Borrower or as a
result of any of the conditions precedent set forth in Article IV not being satisfied,


 


then, upon the written notice of such Lender
to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within five Business Days of its receipt thereof,
pay directly to such Lender such amount as will reimburse such Lender for such loss or expense. Such written notice shall include
calculations in reasonable detail setting forth the loss or expense to such Lender.


 


Section
3.5.       SECTION 3.5. Increased Capital
Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in
of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance
of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity
issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each
case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or
other governmental authority increases the amount of capital required to be maintained by any Lender or any Person controlling
such Lender, and the rate of return on its or such controlling Person’’s
capital as a consequence of its Commitments or the Advances made by such Lender is reduced to a level below that which such Lender
or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case
upon notice from time to time by such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender additional
amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return. Any such notice
shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with
the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner
in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’’s
standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment
of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in
circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender does business.
In determining such amount, such Lender may use any method of averaging and attribution that it shall, subject to the foregoing
sentence, deem applicable. Each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid such reduction
in such rate of return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’’s
right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower
of the circumstance giving rise to such reductions and of such Lender’’s
intention to claim compensation therefor; provided further that, if the circumstance giving rise to such





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reductions is retroactive, then the three-month
period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior
to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’’s
intention to claim compensation therefor.


 


Section
3.6.       SECTION 3.6. Taxes. All
payments by the Borrower of principal of, and interest on, the Advances and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees,
duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding, with respect to
each Lender, taxes imposed on or measured by such Lender’’s
net income or receipts and franchise taxes imposed in lieu of net income taxes or taxes on receipts, by the jurisdiction under
the laws of which such Lender is organized or any political subdivision thereof or the jurisdiction of such Lender’’s
Applicable Lending Office or any political subdivision thereof or any other jurisdiction unless such net income taxes are imposed
solely as a result of the Borrower’’s
activities in such other jurisdiction, and any taxes imposed under FATCA (such non-excluded items being called ““Taxes””).
In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of
any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will:


 


(a)            pay
directly to the relevant authority the full amount required to be so withheld or deducted;


 


(b)           promptly
forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing
such payment to such authority; and


 


(c)            pay
to the Administrative Agent for the account of the Lenders such additional amount or amounts as is necessary to ensure that the
net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding
or deduction been required.


 


Moreover, if any Taxes
are directly asserted against the Administrative Agent or any Lender with respect to any payment received by the Administrative
Agent or such Lender hereunder, the Administrative Agent or such Lender may pay such Taxes and the Borrower will promptly pay such
additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such
Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would
have received had no such Taxes been asserted.


 


Any Lender claiming
any additional amounts payable pursuant to this Section agrees to use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would
avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender.





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If the Borrower fails
to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of
the respective Lenders, the required receipts or other required documentary evidence, the Borrower shall indemnify the Lenders
for any incremental withholding Taxes, interest or penalties that may become payable by any Lender as a result of any such failure
(so long as such amount did not become payable as a result of the failure of such Lender to provide timely notice to the Borrower
of the assertion of a liability related to the payment of Taxes). For purposes of this Section 3.6, a distribution hereunder
by the Administrative Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.


 


If any Lender is entitled
to any refund, credit, deduction or other reduction in tax by reason of any payment made by the Borrower in respect of any tax
under this Section 3.6 or by reason of any payment made by the Borrower pursuant to Section 3.3, such Lender shall
use reasonable efforts to obtain such refund, credit, deduction or other reduction and, promptly after receipt thereof, will pay
to the Borrower such amount (plus any interest received by such Lender in connection with such refund, credit, deduction or reduction)
as is equal to the net after-tax value to such Lender of such part of such refund, credit, deduction or reduction as such Lender
reasonably determines is allocable to such tax or such payment (less out-of-pocket expenses incurred by such Lender), provided
that no Lender shall be obligated to disclose to the Borrower any information regarding its tax affairs or tax computations.


 


Each Lender (and each
Participant) agrees with the Borrower and the Administrative Agent that it will (i) in the case of a Lender or a Participant that
is organized under the laws of a jurisdiction other than the United States (a) provide to the Administrative Agent and the Borrower
an appropriately executed copy of Internal Revenue Service Form W-8ECI certifying that any payments made to or for the benefit
of such Lender or such Participant are effectively connected with a trade or business in the United States (or, alternatively,
an Internal Revenue Service Form W-8BEN or W-8BEN-E claiming the benefits of a tax treaty, but only if the applicable treaty described
in such form provides for a complete exemption from U.S. federal income tax withholding), or any successor form, on or prior to
the date hereof (or, in the case of any assignee as provided for in Section 11.11.1 or Participant, on or prior to the date
of the relevant assignment or participation) in each case attached to an Internal Revenue Service Form W-8IMY, if appropriate,
(b) notify the Administrative Agent and the Borrower if the certifications made on any form provided pursuant to this paragraph
are no longer accurate and true in all material respects and (c) provide such other tax forms or other documents as shall be prescribed
by applicable law, if any, or as otherwise reasonably requested, to demonstrate, to the extent applicable, that payments to such
Lender (or Participant) hereunder are exempt from withholding under FATCA, and (ii) in all cases, provide such forms, certificates
or other documents or information, as and when reasonably requested by the Borrower, necessary to claim any applicable exemption
from, or reduction of, Taxes or any payments made to or for benefit of such Lender or such Participant, provided that the Lender
or Participant is legally able to deliver such forms, certificates or other documents. For any period with respect to which a Lender
(or Participant) has failed to provide the Borrower with the foregoing forms (other than if such failure is due to a change in
law occurring after the date on which a form originally was required to be provided (which, in the case of an assignee as provided
for in Section 11.11.1, would be the date on which the original assignor was required to provide such form) or if such





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form otherwise is not
required hereunder) such Lender (or Participant) shall not be entitled to the benefits of this Section 3.6 with respect
to Taxes imposed by reason of such failure.


 


Section
3.7.      SECTION 3.7. Reserve Costs.
Without in any way limiting the Borrower’’s
obligations under Section 3.3, the Borrower shall pay to each Lender on the last day of each Interest Period of each LIBO
Rate Advance, so long as the relevant Applicable Lending Office of such Lender is required to maintain reserves against ““Eurocurrency
liabilities””
under Regulation D of the F.R.S. Board, upon notice from such Lender, an additional amount equal to the product of
the following for each LIBO Rate Advance for each day during such Interest Period:


 


(i)       the
principal amount of such LIBO Rate Advance outstanding on such day; and


 


(ii)       the
remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such LIBO
Rate Advance for such Interest Period as provided in this Agreement (less the Applicable Margin applicable to the
relevant LIBO Rate Advances) and the denominator of which is one minus any increase after the Effective Date
in the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Lender minus (y) such
numerator; and


 


(iii)       1/360.


 


Such notice shall (i)
describe in reasonable detail the reserve requirement that has been imposed, together with the approximate date of the effectiveness
thereof, (ii) set forth the applicable reserve percentage, (iii) certify that such request is consistent with such Lender’’s
treatment of other borrowers that are subject to similar provisions and (iv) certify that, to the best of its knowledge, such requirements
are of general application in the commercial banking industry in the United States.


 


Each Lender agrees
to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to avoid the requirement
of maintaining such reserves (including by designating a different Applicable Lending Office) if such efforts would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.


 


Section
3.8.      SECTION 3.8. Replacement Lenders,
etc. If the Borrower shall be required to make any payment to any Lender pursuant to Section 3.3, 3.4,
3.5, 3.6 or 3.7, the Borrower shall be entitled at any time (so long as no Default and no Prepayment Event
shall have occurred and be continuing) within 180 days after receipt of notice from such Lender of such required payment to (a)
terminate such Lender’’s
Commitment (whereupon the Ratable Shares of each other Lender shall automatically be adjusted to an amount equal to each such
Lender’’s
ratable share of the remaining Commitments), and such Lender’’s
right to receive any facility fee accruing after such termination, (b) prepay the affected portion of such Lender’’s
Advances in full, together with accrued interest thereon through the date of such prepayment (provided that the Borrower shall
not prepay any such Lender pursuant to this clause (b) without replacing such Lender pursuant to the following clause (c) until
a 30-day period shall have elapsed during which the Borrower and the Agents shall have attempted in good faith to replace










    937


     


    



such Lender), and/or (c) replace such Lender
with another financial institution reasonably acceptable to the Administrative Agent, provided that (i) each such assignment shall
be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a
portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover
all of the rights and obligations of the assigning Lender under this Agreement and (ii) no Lender shall be obligated to make any
such assignment as a result of a demand by the Borrower pursuant to this Section unless and until such Lender shall have received
one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding
principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal
amount and all other amounts payable to such Lender under this Agreement. Each Lender represents and warrants to the Borrower that,
as of the date of this Agreement (or, with respect to any Lender not a party hereto on the date hereof, on the date that such Lender
becomes a party hereto), there is no existing treaty, law, regulation, regulatory requirement, interpretation, directive, guideline,
decision or request pursuant to which such Lender would be entitled to request any payments under any of Sections 3.3, 3.4,
3.5, 3.6 and 3.7 to or for account of such Lender.


 


Section
3.9.      SECTION 3.9.  Setoff. Upon the occurrence and
during continuance of an Event of Default or Prepayment Event, each Lender shall have, to the extent permitted by applicable law,
the right to appropriate and apply to the payment of the Obligations then due and owing to it any and all balances, credits, deposits,
accounts or moneys of the Borrower then or thereafter maintained with such Lender; provided that any such appropriation and application
shall be subject to the provisions of Section 2.12; provided, further, that in the event that any Defaulting Lender exercises
any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.15(b) and, pending such payment, will be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting
Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to
such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice
shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender may have.


 


Section
3.10.      SECTION 3.10.  Use of Proceeds. The Borrower
shall apply the proceeds of each Borrowing in accordance with the third recital; without limiting the foregoing, no proceeds of
any Advance will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or any ““margin
stock””,
as defined in F.R.S. Board Regulation U.





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Article
IVARTICLE IV 




CONDITIONS TO BORROWING


 


Section
4.1.       SECTION 4.1.  Effectiveness.
The obligations of the Lenders to fund any Borrowing shall be subject to the satisfaction or waiver of the conditions precedent
set forth in this Section 4.1.


 


(a)           Resolutions,
etc. The Administrative Agent shall have received from the Borrower:


 


(i)       a
certificate, dated the Effective Date, of its Secretary or Assistant Secretary as to the incumbency and signatures of those of
its officers authorized to act with respect to this Agreement and each other Loan Document and as to the truth and completeness
of the attached:


 


(x)      (x) resolutions
of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement and
each other Loan Document, and


 


(y)      (y) organic
Documents of the Borrower,


 


and upon which certificate each
Lender may conclusively rely until it shall have received a further certificate of the Secretary of the Borrower canceling or amending
such prior certificate; and


 


(ii)       a
certificate of good standing issued by the relevant Liberian authorities in respect of the Borrower.


 


(b)           Delivery
of Notes. The Administrative Agent shall have received, for the account of the respective Lenders, the Notes requested
by Lenders pursuant to Section 2.13 at least five Business Days prior to the Effective Date, duly executed and delivered
by the Borrower.


 


(c)           Opinions
of Counsel. The Administrative Agent shall have received opinions, dated the Effective Date and addressed to the Agents
and each Lender, from:


 


(i)       Skadden,
Arps, Slate, Meagher & Flom LLP, counsel to the Borrower, as to New York law, in a form reasonably satisfactory to the Administrative
Agent; and


 


(ii)       Watson
Farley & Williams LLP, counsel to the Borrower, as to Liberian Law, in a form reasonably satisfactory to the Administrative
Agent.


 


(d)           Closing
Fees, Expenses, etc. The Administrative Agent shall have received for its own account, or for the account of each Lender,
as the case may be, all fees that the Borrower shall have agreed in writing to pay to the Administrative Agent (whether for its
own account or for account of any of the Lenders) and all invoiced expenses of the Administrative Agent







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(including the agreed
fees and expenses of counsel to the Administrative Agent) on or prior to the Effective Date.


 


(e)           Know
your Customer. Each Lender shall have received all documentation and other information required by bank regulatory authorities
under applicable ““know
your customer””
and anti-money laundering rules and regulations, including without limitation the Patriot Act to the extent reasonably requested
by such Lender at least five Business Days prior to the Effective Date.


 


(f)            Beneficial
Ownership Certifications. At least five (5) days prior to the Effective Date, if the Borrower qualifies as a ““legal
entity customer””
under the Beneficial Ownership Regulation, it shall deliver, to each Lender that so requests, a Beneficial Ownership Certification
in relation to the Borrower.


 


Section
4.2.       SECTION 4.2. All Borrowings.
The obligation of each Lender to fund any Advance on the occasion of any Borrowing (including the initial Borrowing on the Effective
Date) shall be subject to the satisfaction or waiver of each of the conditions precedent set forth in this Section 4.2.


 


(a)           Compliance
with Warranties, No Default, etc. Both before and after giving effect to any Borrowing the following statements shall
be true and correct:


 


(i)       the
representations and warranties set forth in Article V (excluding, however, those contained in the last sentence of Section
5.6 and in Sections 5.8, 5.9(b), 5.10 and 5.12) shall be true and correct in all material respects
except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true
and correct, with the same effect as if then made; and


 


(ii)       no
Default and no Prepayment Event and no event which (with notice or lapse of time or both) would become a Prepayment Event shall
have then occurred and be continuing.


 


(b)           Request.
The Administrative Agent shall have received a Notice of Borrowing. Each of the delivery of a Notice of Borrowing, and the acceptance
by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date
of such Borrowing (both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof)
the statements made in Section 4.2(a) are true and correct.


 


Section
4.3.       SECTION 4.3.  Determinations Under Section 4.1.
For purposes of determining compliance with the conditions specified in Section 4.1, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to
or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the
transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by
notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Administrative Agent shall
promptly notify the Lenders of the occurrence of the Effective Date.





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Article
VARTICLE V 




 


REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders
and the Administrative Agent to enter into this Agreement, to make Advances hereunder, the Borrower represents and warrants to
the Administrative Agent and each Lender as set forth in this Article V as of the Effective Date and, except with respect
to the representations and warranties in Sections 5.6 (with respect to the final sentence only), 5.8, 5.9(b),
5.10 and 5.12, as of the date of each Borrowing.


 


Section
5.1.      SECTION 5.1. Organization, etc. The
Borrower and each of the Principal Subsidiaries is a corporation validly organized and existing and in good standing under the
laws of its jurisdiction of incorporation; the Borrower is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction where the nature of its business requires such qualification, except where the failure to be
so qualified would not have a Material Adverse Effect; and the Borrower has full power and authority, has taken all corporate
action and holds all governmental and creditors’’
licenses, permits, consents and other approvals necessary to enter into each Loan Document and to perform the Obligations.


 


Section
5.2.      SECTION 5.2. Due Authorization,
Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan
Document, are within the Borrower’’s
corporate powers, have been duly authorized by all necessary corporate action, and do not:


 


(a)           contravene
the Borrower’’s
Organic Documents;


 


(b)           contravene
any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material
Adverse Effect;


 


(c)           contravene
any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in
a Material Adverse Effect;


 


(d)           contravene
any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result
in a Material Adverse Effect; or


 


(e)           result
in, or require the creation or imposition of, any Lien on any of the Borrower’’s
properties except as would not reasonably be expected to result in a Material Adverse Effect.


 


Section
5.3.      SECTION 5.3. Government Approval,
Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority
or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower of this Agreement
or any other Loan Document (except for authorizations or approvals not required to be obtained on or prior to the Effective Date
that have been obtained or actions not required to be taken on or prior to the Effective Date that have been taken). Each of the
Borrower and each Principal Subsidiary holds all governmental licenses, permits and other approvals required to conduct its business
as conducted by it on the Effective Date, except to the





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extent the failure to hold any such licenses,
permits or other approvals would not have a Material Adverse Effect.


 


Section
5.4.      SECTION 5.4. Compliance with Environmental Laws.
The Borrower and each Principal Subsidiary is in compliance with all applicable Environmental Laws, except to the extent that
the failure to so comply would not have a Material Adverse Effect.


 


Section
5.5.      SECTION 5.5. Validity, etc. This Agreement
constitutes, and the Notes will, on the due execution and delivery thereof, constitute, the legal, valid and binding
obligations of the Borrower enforceable in accordance with their respective terms, except as the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’’ rights
generally or by general equitable principles.


 


Section
5.6.       SECTION 5.6. Financial Information.
The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 20182020,
and the related consolidated statements of operations and cash flows of the Borrower and its Subsidiaries, copies of which have
been furnished to the Administrative Agent and each Lender, have been prepared in accordance with GAAP, and present fairly in
all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at December 31, 20182020
and the results of their operations for the Fiscal Year then ended. Since December 31, 20182020
there has been no material adverse change in the business, operations or financial condition of the Borrower and its
Subsidiaries taken as a whole.


 


Section
5.7.       SECTION 5.7. No Default, Event
of Default or Prepayment Event. No Default, Event of Default or Prepayment Event has occurred and is continuing.


 


Section
5.8.      SECTION 5.8. Litigation.
There is no action, suit, litigation, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against
the Borrower or any Principal Subsidiary, that (i) except as set forth in filings made by the Borrower with the Securities and
Exchange Commission, in the Borrower’’s
reasonable opinion might reasonably be expected to materially adversely affect the business, operations or financial condition
of the Borrower and its Subsidiaries (taken as a whole) (collectively, ““Material
Litigation””)
or (ii) purports to affect the legality, validity or enforceability of the Loan Documents or the consummation of the transactions
contemplated hereby.


 


Section
5.9.      SECTION 5.9.  Vessels. Each Vessel is


 


(a)           legally
and beneficially owned by the Borrower or a Principal Subsidiary,


 


(b)           registered
in the name of the Borrower or such Principal Subsidiary under the flag identified in Item 5.9(b) of the Disclosure Schedule,


 


(c)           free
of all recorded Liens, other than Liens permitted by Section 6.2.3, and


 


(d)           insured
against loss or damage in compliance with Section 6.1.5.


 


Section
5.10. SECTION 5.10. Subsidiaries. The Borrower has
no Existing Principal Subsidiaries on the Effective Date, except those Existing Principal Subsidiaries which are







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identified in Item 5.10 of the Disclosure
Schedule. All Existing Principal Subsidiaries are direct or indirect wholly-owned Subsidiaries of the Borrower, except to the extent
any such Existing Principal Subsidiary or an interest therein has been sold in accordance with clause (b) of Section
6.2.7 or such Existing Principal Subsidiary no longer owns a Vessel.


 


Section
5.11.      SECTION 5.11. Obligations rank
pari passu. The Obligations rank at least pari passu in right of payment and in all other respects with all other unsecured
unsubordinated Indebtedness of the Borrower other than Indebtedness preferred as a matter of law.


 


Section
5.12.      SECTION 5.12. No Filing, etc. Required.
No filing, recording or registration and no payment of any stamp, registration or similar tax is necessary under the laws of any
Applicable Jurisdiction to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement
or the other Loan Documents (except for filings, recordings, registrations or payments not required to be made on or prior to
the Effective Date that have been made).


 


Section
5.13.       SECTION 5.13. No Immunity.
The Borrower is subject to civil and commercial law with respect to the Obligations. Neither the Borrower nor any of its properties
or revenues is entitled to any right of immunity in any Applicable Jurisdiction from suit, court jurisdiction, judgment, attachment
(whether before or after judgment), set-off or execution of a judgment or from any other legal process or remedy relating to the
Obligations (to the extent such suit, court jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would
otherwise be permitted or exist).


 


Section
5.14.       SECTION 5.14. Pension Plans.
To the extent that, at any time after the Effective Date, there are any Pension Plans, no Pension Plan shall have been terminated,
and no contribution failure will have occurred with respect to any Pension Plan, in each case which could (a) give rise to a Lien
under section 302(f) of ERISA and (b) result in the incurrence by the Borrower or any member of the Controlled Group of any material
liability, fine or penalty which, in either case, would have a Material Adverse Effect.


 


Section
5.15.      SECTION 5.15.  Investment Company
Act. The Borrower is not required to register as an ““investment
company””
within the meaning of the Investment Company Act of 1940, as amended.


 


Section
5.16.      SECTION 5.16.  Regulation U.
The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no
proceeds of any Advances will be used for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation U.
Terms for which meanings are provided in F.R.S. Board Regulation U or any regulations substituted therefor, as from time to time
in effect, are used in this Section with such meanings.


 


Section
5.17.       SECTION 5.17.  Accuracy of Information.
The financial and other information (other than financial projections or other forward looking information) furnished to the Administrative
Agent and the Lenders in writing by or on behalf of the Borrower by its chief financial officer, treasurer or corporate controller
in connection with the negotiation of this










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Agreement is, when taken as a whole, to
the best knowledge and belief of the Borrower, true and correct and contains no misstatement of a fact of a material nature. All
financial projections, if any, that have been furnished to the Administrative Agent and the Lenders in writing by or on behalf
of the Borrower by its chief financial officer, treasurer or corporate controller in connection with this Agreement have been or
will be prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made (it being understood
that such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’’s
control, and that no assurance can be given that the projections will be realized). All financial and other information furnished
to the Administrative Agent and the Lenders in writing by or on behalf of the Borrower by its chief financial officer, treasurer
or corporate controller after the date of this Agreement shall have been prepared by the Borrower in good faith. As of the Effective
Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification of the Borrower (to
the extent required to be delivered hereunder) is true and correct in all respects.


 


Section
5.18.       SECTION 5.18. Compliance with
Laws. The Borrower is in compliance with all applicable laws, rules, regulations and orders, except to the extent that the
failure to so comply does not and could not reasonably be expected to have a Material Adverse Effect, and the Borrower has implemented
and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries
and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption
Laws and applicable Sanctions, in all material respects and are not knowingly engaged in any activity that would reasonably be
expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or to the knowledge
of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower,
any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility
established hereby, is a Sanctioned Person.


 


Section
5.19.      SECTION 5.19. ERISA. As
of the date hereof, the Borrower is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or
account subject to Section 4975 of the Code; (3) an entity deemed to hold ““plan
assets””
of any such plans or accounts for purposes of ERISA or the Code; or (4) a ““governmental
plan””
within the meaning of ERISA.


 


Section
5.20.      SECTION 5.20. EEA Financial Institution. The
Borrower is not an EEA Financial Institution.


 


Article
VIARTICLE VI 


 


COVENANTS


 


Section
6.1.        SECTION 6.1. Affirmative Covenants. The Borrower
agrees with the Administrative Agent and each Lender that, until all Commitments have terminated and all Obligations (other than
the contingent amounts for which no claim or demand has been made) have been paid in full, the Borrower will perform the obligations
set forth in this Section 6.1.





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Section
6.1.1      SECTION 6.1.1. Financial
Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent
(with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:


 


(a)           as
soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year
of the Borrower, a copy of the Borrower’’s
report on Form 10-Q (or any successor form) as filed by the Borrower with the Securities and Exchange Commission for such Fiscal
Quarter, containing unaudited consolidated financial statements of the Borrower for such Fiscal Quarter (including a balance sheet
and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments;


 


(b)           as
soon as available and in any event within 120 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’’s
annual report on Form 10-K (or any successor form) as filed by the Borrower with the Securities and Exchange Commission for such
Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with
GAAP (including a balance sheet and profit and loss statement) and audited by PricewaterhouseCoopers LLP or another firm of independent
public accountants of similar standing;


 


(c)           together
with each of the statements delivered pursuant to the foregoing clause (a) or (b), a certificate, executed by the chief financial
officer, the treasurer or the corporate controller of the Borrower, showing, as of the last day of the relevant Fiscal Quarter
or Fiscal Year compliance with the covenants set forth in Section 6.2.4 (in reasonable detail and with appropriate calculations
and computations in all respects reasonably satisfactory to the Administrative Agent); it being understood and agreed, for the
avoidance of doubt, that no such certificate shall be required to be delivered with respect to any Fiscal Quarter or Fiscal Year
ending during the Waiver Period;


 


(d)           as
soon as possible after the occurrence of a Default or Prepayment Event, a statement of the chief financial officer of the Borrower
setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower has taken and
proposes to take with respect thereto;


 


(e)           as
soon as the Borrower becomes aware thereof, notice of any Material Litigation except to the extent that such Material Litigation
is disclosed by the Borrower in filings with the SEC;


 


(f)           promptly
after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the
Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange
Commission or any national securities exchange;


 


(g)          such
other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as
any Lender through the Administrative Agent may from time to time reasonably request;










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(h)           within
five Business Days after the end of each month during the Waiver Period, a certificate, executed by the chief financial officer,
the treasurer or the corporate controller of the Borrower, showing, as of the last day with the immediately preceding month, compliance
with the covenant set forth in Section 6.2.96.2.9;
provided that, if the Borrower is not in compliance with the covenant set forth in Section 6.2.9
6.2.9 as of the last day of such month, the
Borrower shall show compliance with such covenant as of the date such certificate is delivered;


 


(i)            within
ten Business Days after the end of each month during the period commencing on the Waiver Effective Date and ending with delivery
of information for the month ending on September 30, 2022, a certificate, executed by the chief financial officer, the treasurer
or the corporate controller of the Borrower, showing (x) a breakdown of customer deposits between valid cruises, cancelled cruises
and future cruise certificates and (y) a reconciliation of the Borrower’’s
consolidated customer deposit balance, in substantially the form attached hereto as Exhibit I; and


 


(j)            within
fifteen Business Days after the end of each Fiscal Quarter during the period commencing on the Waiver Effective Date and ending
with delivery of information for the Fiscal Quarter ending on September 30, 2022, updated liquidity projections, in substantially
the form attached hereto as Exhibit J, covering the next twelve month period;


 


provided that information required
to be furnished to the Administrative Agent under subsections (a) through (f) of this Section 6.1.1 shall
be deemed furnished to the Administrative Agent when available free of charge on the Borrower’’s
website at http://www.rclinvestor.com or the website of the U.S. Securities and Exchange Commission at http://www.sec.gov;
provided, however, that the Borrower shall as soon as reasonably practicable notify the Administrative Agent when
such information required to be furnished to the Administrative Agent under subsections (c) and (d) of this Section
6.1.1 is made available free of charge on one of the websites listed in the preceding proviso.


 


Section
6.1.2      SECTION 6.1.2. Approvals
and Other Consents. The Borrower will obtain (or cause to be obtained) all such governmental licenses, authorizations, consents,
permits and approvals as may be required for (a) the Borrower to perform its obligations under this Agreement and the other Loan
Documents and (b) except to the extent that failure to obtain (or cause to be obtained) such governmental licenses, authorizations,
consents, permits and approvals would not be expected to have a Material Adverse Effect, the operation of each Vessel in compliance
with all applicable laws.


 


Section
6.1.3      SECTION 6.1.3. Compliance
with Laws, etc.  The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects with
all applicable laws, rules, regulations and orders, except (other than as described in clause (a) below) to the extent that the
failure to so comply would not have a Material Adverse Effect, which compliance shall in any case include (but not be limited
to):










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(a)            in
the case of each of the Borrower and the Principal Subsidiaries, the maintenance and preservation of its corporate existence (subject
to the provisions of Section 6.2.6);


 


(b)           in
the case of the Borrower, maintenance of its qualification as a foreign corporation in the State of Florida;


 


(c)            the
payment, before the same become delinquent, of all taxes, assessments and governmental charges imposed upon it or upon its property,
except to the extent being diligently contested in good faith by appropriate proceedings;


 


(d)           compliance
with all applicable Environmental Laws;


 


(e)           compliance
with all anti-money laundering and anti-corrupt practices laws and regulations applicable to the Borrower, including by not making
or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly,
as an inducement or reward for the performance of any of the transactions contemplated by this agreement to the extent the same
would be in contravention of such applicable laws; and


 


(f)            maintenance
in effect of policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,
officers and employees with Anti-Corruption Laws and applicable Sanctions.


 


Section
6.1.4      SECTION 6.1.4. [Intentionally
omitted].


 


Section
6.1.5     SECTION 6.1.5. Insurance.
The Borrower will, or will cause one or more of its Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies insurance with respect to all of the material properties and operations of the Borrower and each Principal Subsidiary
against such casualties, third-party liabilities and contingencies and in such amounts as is customary for other businesses of
similar size in the passenger cruise line industry (provided that in no event will the Borrower or any Subsidiary be required
to obtain any business interruption, loss of hire or delay in delivery insurance) and will, upon request of the Administrative
Agent, furnish to the Administrative Agent (with sufficient copies for distribution to each Lender) at reasonable intervals a
certificate of a senior officer of the Borrower setting forth the nature and extent of all insurance maintained by the Borrower
and the Subsidiaries and certifying as to compliance with this Section.


 


Section
6.1.6     SECTION 6.1.6. Books and Records.
The Borrower will, and will cause each of its Principal Subsidiaries to, keep books and records that accurately reflect all of
its business affairs and transactions and permit the Administrative Agent and each Lender or any of their respective representatives,
at reasonable times and intervals and upon reasonable prior notice, to visit each of its offices, to discuss its financial matters
with its officers and to examine any of its books or other corporate records.


 


Section
6.2.        SECTION 6.2.  Negative Covenants. The Borrower
agrees with the Administrative Agent and each Lender that, until all Commitments have terminated and all Obligations (other than
the contingent amounts for which no claim or demand has been made)










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have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 6.2.


 


Section
6.2.1      SECTION 6.2.1. Business Activities.
The Borrower will not, and will not permit any of its Subsidiaries to, engage in any principal business activity other than those
engaged in by the Borrower and its Subsidiaries on the date hereof and other business activities reasonably related, ancillary
or complimentary thereto or that are reasonable extensions thereof.


 


Section
6.2.2      SECTION 6.2.2. Indebtedness.
The Borrower will not permit any of the Existing Principal Subsidiaries to create, incur, assume or suffer to exist or otherwise
become or be liable in respect of any Indebtedness, other than, without duplication, the following:


 


(a)           Indebtedness
secured by Liens of the type described in Section 6.2.3;


 


(b)           Indebtedness
owing to the Borrower or a direct or indirect Subsidiary of the Borrower;


 


(c)           Indebtedness
incurred to finance, refinance or refund the cost (including the cost of construction) of assets acquired after the Effective Date;


 


(d)           Indebtedness
in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted to be secured under Section
6.2.3(b), at any one time outstanding not exceeding (determined at the time of creation of such Lien or the incurrence by any
Existing Principal Subsidiary of such Indebtedness, as applicable) 10.0% of the total assets of the Borrower and its Subsidiaries
taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter; and


 


(e)           Indebtedness
of Silversea Cruise Holding Ltd. and its subsidiaries (“Silversea”) outstanding on the Effective Date and identified
in Item 6.2.2 of the Disclosure Schedule.


 


SECTION
6.2.3. Liens  
.


 


Section
6.2.3 Liens. The Borrower will not, and will not permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether
now owned or hereafter acquired, except:


 


(a)           Liens
on assets (including, without limitation, shares of capital stock of corporations and assets owned by any corporation that becomes
a Subsidiary of the Borrower after the Effective Date) acquired after the Effective Date (whether by purchase, construction or
otherwise) by the Borrower or any of its Subsidiaries (other than (x) an Existing Principal Subsidiary or (y) any other Principal
Subsidiary which, at any time, after three months after the acquisition of a Vessel, owns a Vessel free of any mortgage Lien),
which Liens were created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund,
the cost (including the cost of construction) of such assets, so long as (i) the acquisition of such assets is not otherwise prohibited
by the terms of this Agreement and (ii) each such Lien is created within three months after the acquisition of the relevant assets;





    948


     


    



(b)           in
addition to other Liens permitted under this Section 6.2.36.2.3,
Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted
under Section 6.2.2(d)6.2.2(d),
at any one time outstanding not exceeding (determined at the time of creation of such Lien or the incurrence by any Existing Principal
Subsidiary of such indebtedness, as applicable) 10.0% of the total assets of the Borrower and its Subsidiaries taken as a whole
as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter; provided that Liens securing
any Permitted Secured Facility that are incurred pursuant to this clause (b) (b)
shall only extend to Permitted Secured Facility Collateral prior to the occurrence of a Priority Release Event;


 


(c)            Liens
on assets acquired after the Effective Date by the Borrower or any of its Subsidiaries (other than by (x) any Subsidiary that is
an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time, owns a Vessel free of any mortgage Lien)
so long as (i) the acquisition of such assets is not otherwise prohibited by the terms of this Agreement and (ii) each of such
Liens existed on such assets before the time of its acquisition and was not created by the Borrower or any of its Subsidiaries
in anticipation thereof;


 


(d)           Liens
on any asset of any corporation that becomes a Subsidiary of the Borrower (other than a corporation that also becomes a Subsidiary
of an Existing Principal Subsidiary) on or after the Effective Date so long as (i) the acquisition or creation of such corporation
by the Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such Liens are in existence at the time such
corporation becomes a Subsidiary of the Borrower and were not created by the Borrower or any of its Subsidiaries in anticipation
thereof;


 


(e)            Liens
securing Government-related Obligations;


 


(f)            Liens
for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty
or being diligently contested in good faith by appropriate proceedings;


 


(g)           Liens
of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue
by more than 60 days or being diligently contested in good faith by appropriate proceedings;


 


(h)           Liens
incurred in the ordinary course of business in connection with workers’’
compensation, unemployment insurance or other forms of governmental insurance or benefits;


 


(i)             Liens
for current crew’’s
wages and salvage;


 


(j)             Liens
arising by operation of law as the result of the furnishing of necessaries for any Vessel so long as the same are discharged in
the ordinary course of business or are being diligently contested in good faith by appropriate proceedings;


 


(k)            Liens
on Vessels that:


 


(i)       secure
obligations covered (or reasonably expected to be covered) by insurance;





    949


     


    



(ii)       were
incurred in the course of or incidental to trading such Vessel in connection with repairs or other work to such Vessel; or


 


(iii)       were
incurred in connection with work to such Vessel that is required to be performed pursuant to applicable law, rule, regulation or
order;


 


provided that,
in each case described in this clause (k), such Liens are either (x) discharged in the ordinary course of business or (y)
being diligently contested in good faith by appropriate proceedings;


 


(l)             normal
and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law
provision relating to bankers’’
liens, rights of setoff or similar rights in favor of banks or other depository institutions;


 


(m)           Liens
in respect of rights of setoff, recoupment and holdback in favor of credit card processors securing obligations in connection with
credit card processing services incurred in the ordinary course of business;


 


(n)           Liens
on cash collateral required to be provided by the Borrower pursuant to the Borrower’’s
existing credit facilities as in effect on the date hereof;


 


(o)           Liens
on cash, cash equivalents or marketable securities of the Borrower or any Subsidiary securing obligations under Hedging Instruments
not incurred for speculative purposes;


 


(p)           deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of business and deposits securing liabilities to insurance
carriers under insurance or self-insurance arrangements;


 


(q)           easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of
business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere
with the ordinary conduct of business of the Borrower or any Subsidiary;


 


(r)            licenses,
sublicenses, leases, or subleases granted to other Persons not materially interfering with the conduct of the business of the Borrower
or any of its Subsidiaries; and


 


(s)           Liens
on any property of Silversea in existence as of the Effective Date and identified in Item 6.2.3 of the Disclosure Schedule.


 


Section
6.2.4      SECTION 6.2.4. Financial Condition.
The Borrower will not permit:


 


(a)       Net
Debt to Capitalization Ratio, as at the end of any Fiscal Quarter, to be greater than the applicable level set forth below opposite
such Fiscal Quarter under the heading ““Net
Debt to Capitalization Ratio””:




    950


     


    





	Fiscal Quarter Ending	 	Net Debt to Capitalization Ratio*
	March 31, 2022	 	0.775 to 1
	June 30, 2022	 	0.775 to 1
	September 30, 2022	 	0.775 to 1
	December 31, 2022	 	0.750 to 1
	March 31, 2023	 	0.725 to 1
	June 30, 2023	 	0.700 to 1
	September 30, 2023	 	0.675 to 1
	December 31, 2023	 	0.650 to 1
	March 31, 2024 and thereafter	 	0.625 to 1


 


* To the extent that the Net Debt to
Capitalization Ratio is tested for any Fiscal Quarter or Fiscal Year prior to March 31, 2022 as a result of the certification described
in the definition of ““Covenant
Modification Date,””
the applicable level for any such period shall be deemed to be 0.775 to 1.


 


(b)           Fixed
Charge Coverage Ratio to be less than 1.25 to 1 as at the last day of any Fiscal Quarter.


 


Notwithstanding anything
to the contrary in this Agreement, the Borrower shall not be required to comply with the requirements of this Section 6.2.4
6.2.4 during the Waiver Period.


 


[Intentionally omitted].


 


Section
6.2.5      SECTION 6.2.6. Consolidation,
Merger, etc.


 


The Borrower will not,
and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other corporation
except:


 


(a)           any
such Subsidiary may (i) liquidate or dissolve voluntarily, and may merge with and into, the Borrower or any other Subsidiary, and
the assets or stock of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary or (ii) merge
with and into another Person in connection with a sale or other disposition permitted by Section 6.2.7; and


 


(b)           so
long as no Event of Default or Prepayment Event has occurred and is continuing or would occur after giving effect thereto, the
Borrower or any of its Subsidiaries may merge into any other Person, or any other Person may merge into the Borrower or any such
Subsidiary, or the Borrower or any of its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets
of any Person, in each case so long as:






    951


     


    

(i)       after
giving effect thereto, the Stockholders’’
Equity of the Borrower and its Subsidiaries is at least equal to 90% of such Stockholders’’
Equity immediately prior thereto; and


 


(ii)       in
the case of a merger involving the Borrower where the Borrower is not the surviving corporation:


 


(A)       the
surviving corporation shall have assumed in a writing, delivered to the Administrative Agent, all of the Borrower’’s
obligations hereunder and under the other Loan Documents;


 


(B)       the
surviving corporation shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and
other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such
Lender to carry out and be satisfied it has complied with the results of all necessary ““know
your customer””
or other similar checks under all applicable laws and regulations; and


 


(C)       as
soon as practicable after receiving notice from the Borrower of such merger, and in any event no later than five Business Days
after the delivery of such notice, for a surviving corporation that is organized under the laws of a jurisdiction other than of
the United States or a political subdivision thereof or Liberia, any Lender that may not legally lend to, establish credit for
the account of and/or do any business whatsoever with such surviving corporation, either directly or through an Affiliate of such
Lender (a ““Protesting
Lender””)
shall so notify the Borrower and the Administrative Agent in writing. With respect to each Protesting Lender, the Borrower shall,
effective on or before the date that such surviving corporation shall have the right to borrow hereunder, notify the Administrative
Agent and such Protesting Lender shall have received one or more payments from either the Borrower or one or more assignees in
an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Protesting Lender,
together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Protesting
Lender under this Agreement.


 


Section
6.2.6      SECTION 6.2.7. Asset
Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute
or otherwise convey, or grant options, warrants or other rights with respect to, all or substantially all of the assets of (a)
the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except for sales of assets between or among the Borrower
and Subsidiaries of the Borrower.


 


Section
6.2.7      SECTION 6.2.8. Use
of Proceeds. The Borrower will not request any Borrowing, and the Borrower and its Subsidiaries shall not use the proceeds
of any Borrowing (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,
or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (b) for the purpose of funding, financing
or facilitating any activities, business or transaction of






    952


     


    

or with any Sanctioned
Person, or in any Sanctioned Country, in violation of Sanctions applicable to any party hereto.


 


Section
6.2.8      SECTION 6.2.9. Minimum
Liquidity. The Borrower will not allow the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower
and its Subsidiaries as determined in accordance with GAAP to be less than the Adjustable Amount as of (i) the last day of any
calendar month during the Waiver Period (other than the Covenant Modification Date), or (ii) if the Borrower is not in compliance
with the requirements of this Section 6.2.9 6.2.9
as of the last day of any calendar month during the Waiver Period (other than the Covenant Modification Date), the
date the certificate required by Section 6.1.1(h) 6.1.1(h)
with respect to such month is delivered to the Administrative Agent (it being understood that the Borrower shall not
be required to comply with this Section 6.2.9 6.2.9
at any time on or after the Covenant Modification Date).


 


Section
6.2.9      SECTION 6.2.10. Additional
Undertakings.


 


(a)           The
Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing
on the Waiver Effective Date and ending on September 30, 2022 in connection with (i) the repurchase, retirement or other acquisition
or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of
its capital stock; provided that this Section 6.2.10 6.2.10
shall not limit the Borrower’’s
ability to make any Permitted Restricted Payment.


 


(b)           The
Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant
the guarantees required pursuant to Section 6.2.11(b) or
6.2.11(c) 6.2.11(b) or 6.2.11(c) hereof.


 


(c)           The
Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment
(as defined in the Secured Indenture or the Unsecured Indenture) during the period commencing on the Waiver Effective Date and
ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture
and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures
are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject
to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or
the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of ““Permitted
Investments””
(as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein.


 


(d)           If
at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any
of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available
Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness
that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such
Indebtedness; provided that any repayment of Indebtedness under any revolving credit






    953


     


    

agreement pursuant to
this clause (d) (d)
shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments.


 


Section
6.2.10 SECTION 6.2.11. Designated Indebtedness.


 


(a)           The
Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Designated Indebtedness
in an aggregate principal amount in excess of (x) $1,700,000,000 less (y) the aggregate principal amount of Designated Indebtedness
repaid or prepaid in accordance with Section 6.2.11(e)(ii)6.2.11(e)(ii),
at any time outstanding; provided that this clause (a) (a)
shall no longer apply if (i) no Designated Trigger Event has occurred prior to April 5, 2022 or
(ii) a Designated Trigger Event has occurred prior to April 5, 2022 and a Designated Release Event has occurred.


 


(b)           In
the event that a Priority Trigger Event occurs prior to April 5, 2022, then the Borrower shall causeIt
is hereby acknowledged that each Priority Holdco Subsidiary toas
of the Amendment Effective Date has delivered
to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Priority
Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Priority Holdco Subsidiary) or such later time as
the Administrative Agent may agree in its reasonable discretion, a guaranty in favor of the Administrative Agent
for the benefit of the Lenders, in substantially the form attached hereto as Exhibit
G or such other form as the Administrative Agent and the Borrower shall
reasonably agree(the “First Priority Guaranty”);
it being understood and agreed that anythe
First Priority gGuaranty
given pursuant to this clause (b) shall automatically terminate upon the
occurrence of a Priority Release Event.


 


(c)            In
the event that a Designated Trigger Event occurs prior to April 5, 2022, then the Borrower shall causeIt
is hereby acknowledged that each Specified Designated Holdco Subsidiary toas
of the Amendment Effective Date has delivered
to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Designated
Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Specified Designated Holdco Subsidiary) or such later
time as the Administrative Agent may agree in its reasonable discretion, a subordinated guaranty in favor of the
Administrative Agent for the benefit of the Lenders, in substantially the form attached hereto
as Exhibit H or such other form as (the
“Subordinated Guaranty”), and the Administrative Agent and the Borrower
shall reasonably agree (but for the avoidance of doubt, the Obligations
shall be subordinated only to Indebtedness constituting Designated Indebtedness permitted to be incurred hereunder and not to any
other Indebtedness); provided that the Administrative Agent shall have
contemporaneously entered into a subordination agreement pursuant to which the obligations of the Specified Designated
Holdco Subsidiaries under suchthe
sSubordinated
gGuaranty
will bewere
fully subordinated in right of payment to the obligations of the Specified Designated Holdco Subsidiaries under such Designated
Indebtedness or any guaranties related thereto, which subordination agreement (i) will be in form
and substance reasonably satisfactory to (and, for the
avoidance of doubt, the Administrative Agent and the agent, trustee or other representative
for suchshall promptly enter into substantially similar
subordination agreements in respect of any other Designated Indebtedness and (ii) shall,
in any case, be substantially similar to any similar subordination agreement executed by any Beneficiary Party in favor of such
agent, trustee or other representative for such Designated Indebtedness; provided, further,
that any guaranty given pursuant to this clause (c)permitted
under this Agreement upon the Borrower’s reasonable







    954


     


    







request); it being understood and agreed that the Subordinated Guaranty
shall automatically terminate upon the occurrence of a Designated Release Event.


 


(d)           Until
a Priority Release Event has occurred, the Borrower will not:


 


(i)       permit
any Priority Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty
obligation, other than any guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form
and substance substantially similar to the guaranty executed and delivered by such Priority Holdco
Subsidiary in favor of the Administrative Agent for the benefit of the Lenders pursuant to clause (b) aboveFirst
Priority Guaranty; provided that each such Other Beneficiary Party shall have entered into a subordination agreement
pursuant to which the obligations of such Priority Holdco Subsidiary under such guaranty will be fully subordinated in right of
payment to the obligations of such Priority Holdco Subsidiary under any guaranty given in favor of the Administrative Agent for
the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably satisfactory
to the Administrative Agent and such Other Beneficiary Party (and, for
the avoidance of doubt, the Administrative Agent shall execute such
subordination agreements upon the Borrower’s reasonable request);


 


(ii)       permit,
or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Indebtedness on any Priority Assets;
or


 


(iii)       permit
any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Priority Assets or any equity interests
in a Subsidiary that owns, directly or indirectly, any Priority Assets, other than (a) to any other entity that is (or will become)
a Priority Holdco Subsidiary or (b) any Priority Assets or equity interests in a Subsidiary that owns, directly or indirectly,
any Priority Assets with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 plus (y) the fair market
value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Priority Assets or other assets
owned by another Priority Holdco Subsidiary immediately prior to acquisition) acquired by any Priority Holdco Subsidiary after
the Waiver Effective Date; provided that, in the case of this clause (b), such Subsidiary shall receive fair market
value and at least 75% cash consideration in connection with such sale, transfer, license, lease, disposition, distribution or
other transfer.


 


(e)           Until
a Designated Release Event has occurred, the Borrower will not:


 


(i)       permit
any Designated Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any
guaranty obligation, other than (a) any Designated Indebtedness or (b) any subordinated guaranty in favor of one or more of the
Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the sSubordinated
gGuaranty
executed and delivered by such Designated Holdco Subsidiary in favor of the Administrative Agent
for the benefit of the Lenders pursuant to clause (c) above; provided that each
such Other Beneficiary Party shall have entered into a subordination agreement pursuant to which the obligations of such Designated
Holdco Subsidiary under such subordinated guaranty will be fully







    955


     


    






subordinated
in right of payment to the obligations of such Designated Holdco Subsidiary under any guaranty given in favor of the Administrative
Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and substance reasonably
satisfactory to the Administrative Agent and such Other Beneficiary Party (and,
for the avoidance of doubt, the Administrative Agent shall execute such subordination agreements upon the Borrower’s reasonable
request); or


 


(ii)       permit
any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Designated Assets or any equity
interests in a Subsidiary that owns, directly or indirectly, any Designated Assets, other than (a) to any other entity that is
(or will become) a Designated Holdco Subsidiary or (b) any Designated Assets or equity interests in a Subsidiary that owns, directly
or indirectly, any Designated Assets (i) the net proceeds of which are applied to repay or redeem any Designated Indebtedness or
(ii) with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 in the aggregate plus (y) the
fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Designated Assets
or other assets owned by another Designated Holdco Subsidiary immediately prior to acquisition) acquired by any Designated Holdco
Subsidiary after the Waiver Effective Date.


 


(f)             Notwithstanding
the foregoing, this Section 6.2.11 6.2.11
shall not restrict (i) any Subsidiary of the Borrower with respect to any unsecured issuances of commercial paper incurred in the
ordinary course of business of the Borrower and its Subsidiaries or (ii) the ability of the Borrower or any of its Subsidiaries
to incur, create, assume or otherwise become liable for any Permitted Secured Facility.


 


Article
VIIARTICLE VII  




EVENTS OF DEFAULT


 


Section
7.1.      SECTION 7.1.
Listing of Events of Default. Each of the following events or occurrences
described in this Section 7.1 shall constitute an ““Event
of Default””.


 


Section
7.1.1      SECTION 7.1.1. Non-Payment
of Obligations. The Borrower shall default in the payment when due of any principal of or interest on any Advance or the agency
fee provided for in Section 10.11, provided that, in the case of any default in the payment of any interest on any
Advance, such default shall continue unremedied for a period of at least five Business Days after notice thereof shall have been
given to the Borrower by any Lender; and provided further that, in the case of any default in the payment of such agency
fee, such default shall continue unremedied for a period of at least ten days after notice thereof shall have been given to the
Borrower by the Administrative Agent.


 


Section
7.1.2 SECTION 7.1.2. Breach of Warranty.
Any representation or warranty of the Borrower made or deemed to be made hereunder or under any other Loan Document (including
any certificates delivered pursuant to Article IV) is or shall be incorrect in any material respect when made.










    956


     


    



Section
7.1.3 SECTION 7.1.3. Non-Performance
of Certain Covenants and Obligations.


 


(a)       The
Borrower shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document
(other than the covenants set forth in Sections 6.2.4,
6.2.9, 6.2.10 or 6.2.11 6.2.4,
6.2.9, 6.2.10 or 6.2.11 and the obligations referred to in Section 7.1.17.1.1)
and such default shall continue unremedied for a period of five days after notice thereof shall have been given to the Borrower
by the Administrative Agent or any Lender (or, if (i) such default is capable of being remedied within 30 days (commencing on the
first day following such five-day period) and (ii) the Borrower is actively seeking to remedy the same during such period, such
default shall continue unremedied for at least 35 days after such notice to the Borrower).


 


(b)       The
Borrower shall default in the due performance and observance of the covenants set forth in Section 6.2.11
6.2.11 and such default shall continue unremedied for a period
of five Business Days after notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender.


 


Section
7.1.4 SECTION 7.1.4. Default on Other
Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding
in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness
hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination
Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which
the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to
which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging
Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination
value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or
instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders
of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result
of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness
shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment
or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness
is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition
of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require
prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not
constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes
of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations







    957


     


    





under any such instrument
at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal
Subsidiary would be required to pay if such instrument were terminated at such time.


 


Section
7.1.5      SECTION 7.1.5. Pension Plans.
Any of the following events shall occur with respect to any Pension Plan:


 


(a)       Any
termination of a Pension Plan by the Borrower, any member of its Controlled Group or any other Person if, as a result of such termination,
the Borrower or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur
a liability or obligation to such Pension Plan, in excess of $100,000,000; or


 


(b)       a
contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.


 


and, in each case, such event shall continue
unremedied for a period of five Business Days after notice thereof shall have been given to the Borrower by the Administrative
Agent or any Lender (or, if (a) such default is capable of being remedied within 15 days (commencing on the first day of such five-Business
Day period) and (b) the Borrower is actively seeking to remedy the same during such period, such default shall continue unremedied
for at least 15 days).


 


Section
7.1.6      SECTION 7.1.6. Bankruptcy,
Insolvency, etc. The Borrower or any of the Principal Subsidiaries (or any of its other Subsidiaries to the extent that
the relevant event described below would have a Material Adverse Effect) shall:


 


(a)           generally
fail to pay, or admit in writing its inability to pay, its debts as they become due;


 


(b)           apply
for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for it or any of its
property, or make a general assignment for the benefit of creditors;


 


(c)           in
the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator
or other custodian for it or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian
shall not be discharged within 60 days, provided that in the case of such an event in respect of the Borrower, the Borrower hereby
expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during
such 60-day period to preserve, protect and defend their respective rights under the Loan Documents;


 


(d)           permit
or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy
or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any of such Subsidiaries,
and, if any such case or proceeding is not commenced by the Borrower or such Subsidiary, such case or proceeding shall be consented
to or acquiesced in by the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for
60 days undismissed, provided that the Borrower hereby expressly authorizes the Administrative Agent







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and each Lender to appear
in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their respective
rights under the Loan Documents; or


 


(e)            take
any corporate action authorizing, or in furtherance of, any of the foregoing.


 


Section
7.1.7      SECTION 7.1.7. Guarantees.
Once provided pursuant to Section 6.2.11(b) or 6.2.11(c)6.2.11(b)
or 6.2.11(c), any guarantee of a Priority Holdco Subsidiary or a Designated Holdco Subsidiary shall cease to be, or
shall be asserted by the Borrower, any Priority Holdco Subsidiary or any Designated Holdco Subsidiary not to be, in full force
and effect (other than in accordance with the express terms hereof).


 


Section
7.2.       SECTION 7.2.  Action if Bankruptcy. If any Event
of Default described in clauses (b) through (d) of Section 7.1.6 shall occur with respect to the Borrower,
the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding
Advances and all other Obligations shall automatically be and become immediately due and payable, without notice or demand.


 


Section
7.3.       SECTION 7.3. Action if Other Event of Default.
If any Event of Default (other than any Event of Default described in clauses (b) through (d) of Section 7.1.6
with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative
Agent, upon the direction of the Required Lenders, shall by notice to the Borrower declare all of the outstanding principal amount
of the Advances and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Advances and other Obligations shall be and become immediately due and payable, without
further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate.


 


Article
VIIIARTICLE VIII 




PREPAYMENT EVENTS


 


Section
8.1.       SECTION 8.1. Listing of Prepayment
Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a ““Prepayment
Event””.


 


Section
8.1.1      SECTION 8.1.1. Change of Control.
There occurs any Change of Control.


 


Section
8.1.2      SECTION 8.1.2. Unenforceability.
Any Loan Document shall cease to be the legally valid, binding and enforceable obligation of the Borrower (in each case, other
than with respect to provisions of any Loan Document (i) identified as unenforceable in the opinion of the Borrower’’s
counsel delivered pursuant to Section 4.1(c)(i) or (ii) that a court of competent jurisdiction has determined are
not material) and such event shall continue unremedied for 15 days after notice thereof has been given to the Borrower by any
Lender.


 


Section
8.1.3       SECTION 8.1.3.
Approvals. Any material license, consent, authorization, registration or approval at any time necessary
to enable the Borrower or any Principal Subsidiary






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to conduct its business
shall be revoked, withdrawn or otherwise cease to be in full force and effect, unless the same would not have a Material Adverse
Effect.


 


Section
8.1.4       SECTION 8.1.4. Non-Performance
of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants
set forth in Section 6.2.4, 6.2.9 or 6.2.106.2.4,
6.2.9 or 6.2.10.


 


Section
8.1.5      SECTION 8.1.5. Judgments.
Any judgment or order for the payment of money in excess of $100,000,000 shall be rendered against the Borrower or any of the
Principal Subsidiaries by a court of competent jurisdiction and the Borrower or such Principal Subsidiary shall have failed to
satisfy such judgment and either:


 


(a)           enforcement
proceedings in respect of any material assets of the Borrower or such Principal Subsidiary shall have been commenced by any creditor
upon such judgment or order and shall not have been stayed or enjoined within five Business Days after the commencement of such
enforcement proceedings; or


 


(b)           there
shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect.


 


Section
8.2.       SECTION 8.2. Mandatory Prepayment.
If any Prepayment Event shall occur and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall
by notice to the Borrower (a) require the Borrower to prepay in full on the date of such notice all principal of and interest
on the Advances and all other Obligations (and, in such event, the Borrower agrees to so pay the full unpaid amount of each Advance
and all accrued and unpaid interest thereon and all other Obligations) and (b) terminate the Commitments (if not theretofore terminated).


 


Article
IXARTICLE IX 



  [INTENTIONALLY OMITTED]


 


Article
XARTICLE X 



THE AGENTS


 


Section
10.1.       SECTION 10.1. Actions.
Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and
under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders,
and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that
the use of the term ““agent””
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under agency






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doctrine of any applicable law. Instead
such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between
contracting parties.


 


Section
10.2.       SECTION 10.2. Rights as a Lender.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the Administrative Agent, and the term ““Lender””
or ““Lenders””
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as
the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of
business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.


 


Section 10.3. Lender
Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement)
the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’’s
Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees
and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating
to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative
Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any
portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’’s
gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any out-of-pocket and documented expenses (including reasonable counsel fees)
incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the
case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any
such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.


 


(b)         [Intentionally omitted].


 


(c)       The
failure of any Lender to reimburse the Administrative Agent promptly upon demand for its Ratable Share of any amount required to
be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder
to reimburse the Administrative Agent for its Ratable Share of such amount, but no Lender shall be responsible for the failure
of any other Lender to reimburse the Administrative Agent for such other Lender’’s
Ratable Share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 10.3 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the Notes. The Administrative Agent agrees to promptly







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return to the Lenders their respective
Ratable Shares of any amounts paid under this Section 10.3 that are subsequently reimbursed by the Borrower.


 


Section
10.4.       SECTION 10.4. Exculpation (a)
. (a) (a)
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the
other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing,
the Administrative Agent:


 


(i)       shall
not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default or Prepayment Event has occurred
and is continuing;


 


(ii)       shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor
relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
debtor relief law; and


 


(iii)       shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(b)           The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1 and 7.3), or (ii)
in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default or Prepayment Event
unless and until notice describing such Event of Default or Prepayment Event is given to the Administrative Agent in writing by
the Borrower or a Lender.


 


(c)           The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in







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Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


Section
10.5.       SECTION 10.5. Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably
believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender,
the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall
have received notice to the contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Nothing in this Section 10.5 shall limit the exclusion for gross negligence or willful misconduct referred to in Section
10.3.


 


Section
10.6.        SECTION 10.6.   Delegation of Duties. The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility established
hereby as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or
misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents,
provided, however, that the foregoing release of the Administrative Agent shall not apply with respect to negligence or misconduct
of any Affiliates, directors, officers or employees of the Administrative Agent.


 


Section 10.7. Resignation
of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders
and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent
of the Borrower, to appoint a successor, which shall be a commercial banking institution having a combined capital and surplus
of at least $500,000,000 (or the equivalent in other currencies). If no such successor shall have been so appointed by the Required
Lenders with the consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the ““Resignation
Effective Date””),
then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative
Agent meeting the qualifications set forth above, subject to the consent of such proposed







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successor Administrative Agent to such
appointment. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice
on the Resignation Effective Date.


 


(b)           Anything
herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative
Agent is (without taking into account any provision in the definition of ““Defaulting
Lender””
requiring notice from the Administrative Agent or any other party) a Defaulting Lender pursuant to clause (d) of the definition
thereof, the Required Lenders (determined after giving effect to Section 11.1) may by notice to the Borrower and such Person
remove such Person as Administrative Agent and, with the consent of the Borrower, appoint a replacement Administrative Agent hereunder.
Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement
Administrative Agent is appointed and (ii) the date 30 days after the giving of such notice by the Required Lenders (regardless
of whether a replacement Administrative Agent has been appointed).


 


(c)           With
effect from the Resignation Effective Date (1) the retiring or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any,
as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring or removed Administrative Agent’’s
resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.3 and
11.4 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed
Administrative Agent was acting as Administrative Agent.


 


Section
10.8.      SECTION 10.8. Non-Reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that
it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.


 


Section
10.9.      SECTION 10.9.  
No Other Duties. Anything herein
to the contrary notwithstanding, none of the Arrangers or Agents listed on the cover page hereof shall have any







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powers,
duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as
the Administrative Agent or a Lender hereunder.


 


Section
10.10.        SECTION 10.10.  [Intentionally Omitted].


 


Section
10.11.       SECTION 10.11.  Agency Fee. The Borrower agrees
to pay to the Administrative Agent for its own account an annual agency fee in an amount, and at such times, heretofore agreed
to in writing between the Borrower and the Administrative Agent.


 


Section
10.12.     SECTION 10.12. Lender ERISA
Matters. Each Lender represents and warrants as of the date hereof to the Administrative Agent and each Arranger and their
respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will
not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code; (iii)
an entity deemed to hold ““plan
assets””
of any such plans or accounts for purposes of ERISA or the Code that is using ““plan
assets””
of any such plans or accounts to fund or hold Advances or perform its obligations under this Agreement; or (iv) a ““governmental
plan””
within the meaning of ERISA.


 


Section
10.13.     Recovery of Erroneous Payments. Without limitation of any other provision
in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in
respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such
event, each Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the
Rescindable Amount received by such Lender in immediately available funds in the currency so received, with interest thereon,
for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including any “discharge
for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect
of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall
inform each Lender promptly upon determining that any payment made to such Lender comprised, in whole or in part, a Rescindable
Amounts.


 


Article
XIARTICLE XI  


 


MISCELLANEOUS PROVISIONS


 


Section
11.1.      SECTION 11.1.  Waivers, Amendments, etc.


 


The provisions of this Agreement and of
each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to by the Borrower and the Required Lenders and acknowledged by the Administrative Agent; provided that no
such amendment, modification or waiver which would:





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(a)          modify
any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective
unless consented to by each Lender;


 


(b)          modify
this Section 11.1 or change the definition of ““Required
Lenders””
shall be made without the consent of each Lender;


 


(c)          reduce
any fees described in Section 2.4 payable to any Lender or extend the Maturity Date with respect to any Lender shall be
made without the consent of such Lender;


 


(d)          extend
the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Advance or
fees (or reduce the principal amount of or rate of interest on any Advance) applicable to any Lender shall be made without the
consent of such Lender; or


 


(e)          affect
adversely the interests, rights or obligations of the Administrative Agent in its capacity as such shall be made without consent
of the Administrative Agent.


 


No failure or delay
on the part of the Administrative Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle
it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent or any Lender under
this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.


 


If any Lender is a
Non-Consenting Lender, the Borrower shall be entitled at any time to replace such Lender with another financial institution willing
to take such assignment and reasonably acceptable to the Administrative Agent; provided that (i) each such assignment shall
be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a
portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover
all of the rights and obligations of the assigning Lender under this Agreement, (ii) such assignment shall not conflict with applicable
law and (iii) no Non-Consenting Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant
to this Section unless and until such Non-Consenting Lender shall have received one or more payments from either the Borrower or
one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing
to such Non-Consenting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other
amounts payable to such Non-Consenting Lender under this Agreement.


 


Section
11.2.     SECTION 11.2.    Notices (a)
   .    (a)     (a)      All notices and other communications provided to any party hereto under this Agreement or any other Loan Document shall
be in writing or by facsimile or by electronic mail and addressed, delivered or transmitted to such party at its address, or facsimile
number, or e-mail address, as follows:



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(i)          if
to the Borrower or the Administrative Agent, at its address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule III hereto; and


 


(ii)         if
to a Lender, to it at its address (or facsimile number or e-mail address), set forth in its Administrative Questionnaire, or at
such other address, or facsimile number, or e-mail address as may be designated by such party in a notice to the other parties;


 


provided that notices, information,
documents and other materials that the Borrower is required to deliver hereunder may be delivered to the Administrative Agent and
the Lenders as specified in Section 11.2(b). Any notice, if mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed given when received.


 


(b)          So
long as Bank of America is the Administrative Agent, the Borrower may provide to the Administrative Agent all information, documents
and other materials that it furnishes to the Administrative Agent hereunder or any other Loan Document (and any guaranties, security
agreements and other agreements relating thereto), including, without limitation, all notices, requests, financial statements,
financial and other reports, certificates and other materials, but excluding any such communication that (i) relates to a request
for a new, or a conversion of an existing Borrowing or other extension of credit (including any election of an interest rate or
interest period relating thereto), (ii) relates to the payment of any principal or other amount due hereunder or any other Loan
Document prior to the scheduled date therefor, (iii) provides notice of any Default, Event of Default or Prepayment Event or (iv)
is required to be delivered to satisfy any condition precedent to the effectiveness of the Agreement and/or any Borrowing or other
extension of credit hereunder (all such non-excluded communications being referred to herein collectively as ““Communications””),
by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to taelitha.m.harris@baml.com
and david.tischler@baml.com; provided that any Communication requested pursuant to Section 6.1.1(g) shall
be in a format acceptable to the Borrower and the Administrative Agent.


 


(1)       (1)        The
Borrower agrees that the Administrative Agent may make such items included in the Communications as the Borrower may specifically
agree available to the Lenders by posting such notices, at the option of the Borrower, on Debt Domain, Intralinks, Syndtrak or
a substantially similar electronic transmission system (the ““Platform””).
Although the primary web portal is secured with a dual firewall and a User ID/Password Authorization System and the Platform is
secured through a single user per deal authorization method whereby each user may access the Platform only on a deal-by-deal basis,
the Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that
there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided ““as
is””
and ““as
available””
and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness
of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or
the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of




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third party rights or
freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the
Platform.


 


(2)       (2)       The
Administrative Agent agrees that the receipt of Communications by the Administrative Agent at its e-mail address set forth above
shall constitute effective delivery of such Communications to the Administrative Agent for purposes hereunder and any other Loan
Document (and any guaranties, security agreements and other agreements relating thereto).


 


(c)          Each
Lender agrees that notice to it (as provided in the next sentence) (a ““Notice””)
specifying that any Communications have been posted to the Platform shall constitute effective delivery of such Communications
to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent in writing (including
by electronic communication) of such Lender’’s
e-mail address to which a Notice may be sent by electronic transmission on or before the date such Lender becomes a party to this
Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for
such Lender) and (ii) that any Notice may be sent to such e-mail address.


 


(d)          Patriot
Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001) (the ““Act””)),
that it is required to obtain, verify and record information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.


 


Section
11.3.     SECTION
11.3. Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and
documented expenses of the Administrative Agent (including the reasonable and documented fees and expenses of counsel to the
Administrative Agent) in connection with the preparation, execution and delivery of, and any amendments, waivers, consents,
supplements or other modifications to, this Agreement or any other Loan Document; provided that the Administrative Agent may
retain and be reimbursed for one counsel and one local counsel in the event of a negotiation or execution of any amendment,
waiver, consent, or other modification of this Agreement or other Loan Document. The Borrower further agrees to pay, and to
save the Administrative Agent and the Lenders harmless from all liability for, any stamp, recording, documentary or other
similar taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings hereunder,
or the issuance of the Notes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and
each Lender upon demand for all reasonable and documented out-of-pocket expenses (including reasonable and documented
attorneys’’ fees
and legal expenses) incurred by the Administrative Agent or such Lender in connection with (x) the negotiation of any
restructuring or ““work-out”“,
whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.


 


Section
11.4.     SECTION 11.4. Indemnification.
In consideration of the execution and delivery of this Agreement by each Lender and the extension of the Advances, the Borrower
hereby indemnifies and holds harmless the Administrative Agent, each Lender and each of their respective Affiliates and their
respective officers, advisors, directors, employees, partners and



    968


     


    

 controlling persons (collectively, the ““Indemnified
Parties””)
from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable and
documented fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified
Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense
in connection therewith), in each case arising out of or in connection with or by reason of this Agreement, the Notes or the other
Loan Documents or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Advances
(collectively, the ““Indemnified
Liabilities””),
except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party’’s
gross negligence or willful misconduct or the material breach by such Indemnified Party of its obligations under this Agreement
or any other Loan Document. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph
applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower,
any of its directors, security holders or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise
a party thereto. Each Indemnified Party shall (a) furnish the Borrower with prompt notice of any action, suit or other claim covered
by this Section 11.4, (b) not agree to any settlement or compromise of any such action, suit or claim without the Borrower’’s
prior consent, (c) shall cooperate fully in the Borrower’’s
defense of any such action, suit or other claim (provided, that the Borrower shall reimburse such Indemnified Party for its reasonable
and documented out-of-pocket expenses incurred pursuant hereto) and (d) at the Borrower’’s
request, permit the Borrower to assume control of the defense of any such claim, other than regulatory, supervisory or similar
investigations, provided that (i) the Borrower acknowledges in writing its obligations to indemnify the Indemnified Party in accordance
with the terms herein in connection with such claims, (ii) the Borrower shall keep the Indemnified Party fully informed with respect
to the conduct of the defense of such claim, (iii) the Borrower shall consult in good faith with the Indemnified Party (from time
to time and before taking any material decision) about the conduct of the defense of such claim, (iv) the Borrower shall conduct
the defense of such claim properly and diligently taking into account its own interests and those of the Indemnified Party, (v)
the Borrower shall employ counsel reasonably acceptable to the Indemnified Party and at the Borrower’’s
expense, and (vi) the Borrower shall not enter into a settlement with respect to such claim unless either (A) such settlement
involves only the payment of a monetary sum, does not include any performance by or an admission of liability or responsibility
on the part of the Indemnified Party, and contains a provision unconditionally releasing the Indemnified Party and each other
indemnified party from, and holding all such Persons harmless, against, all liability in respect of claims by any releasing party
or (B) the Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or delayed).
Notwithstanding the Borrower’’s
election to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel and to participate
in the defense of such action and the Borrower shall bear the fees, costs and expenses of such separate counsel if (1) the use
of counsel chosen by the Borrower to represent the Indemnified Party would present such counsel with an actual or potential conflict
of interest, (2) the actual or potential defendants in, or targets of, any such action include both the Borrower and the Indemnified
Party, and the Indemnified Party shall have concluded that there may be legal defenses available to it which are different from
or additional to those available to the Borrower and determined that it is necessary to



    969


     


    

 employ separate counsel in order to pursue
such defenses (in which case the Borrower shall not have the right to assume the defense of such action on the Indemnified Party’’s
behalf), (3) the Borrower shall not have employed counsel reasonably acceptable to the Indemnified Party to represent the Indemnified
Party within a reasonable time after notice of the institution of such action, or (4) the Borrower authorizes the Indemnified
Party to employ separate counsel at the Borrower’’s
expense. If any Person shall not comply with the foregoing with respect to any claim, the sole result shall be that the Borrower
shall not have any liability to such Person in respect of such claim under this Section 11.4. The Borrower acknowledges
that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) to
the Borrower or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except
to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party’’s
gross negligence or willful misconduct or the material breach by such Indemnified Party of its obligations under this Agreement
or any other Loan Document. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special,
indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings).
If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable
law.


 


Section
11.5.     SECTION 11.5. Survival. The
obligations of the Borrower under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4,
and the obligations of the Lenders under Section 10.3, shall in each case survive any termination of this Agreement,
the payment in full of all Obligations and the termination of all Commitments. The representations and warranties made by the
Borrower in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement and
each such other Loan Document.


 


Section
11.6.     SECTION 11.6. Severability. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdiction.


 


Section
11.7.     SECTION 11.7. Headings. The various headings
of this Agreement and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or such other Loan Document or any provisions hereof or thereof.


 


Section
11.8.     SECTION 11.8. Execution in Counterparts,
Effectiveness, etc. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and the same agreement. This Agreement shall
become effective when counterparts hereof executed on behalf of the Borrower and each Lender (or notice thereof satisfactory
to the Administrative Agent and the Borrower) shall have been received by the Administrative Agent and the Borrower (or, in
the






    970


     


    

case of any Lender, receipt of signature
pages transmitted by facsimile) and notice thereof shall have been given by the Administrative Agent to the Borrower and each Lender.


 


Section
11.9.   SECTION 11.9.  Governing Law;
Entire Agreement. THIS AGREEMENT AND THE NOTES SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE GOVERNED BY,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THAT WOULD REQUIRE THE APPLICATION OF LAWS
OF ANOTHER JURISDICTION . This Agreement, the Notes and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.


 


Section
11.10.   SECTION 11.10. Successors and
Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and assigns; provided that:


 


(a)       except
to the extent permitted under Section 6.2.6, the Borrower may not assign or transfer its rights or obligations hereunder
without the prior written consent of the Administrative Agent and all Lenders; and


 


(b)       the
rights of sale, assignment and transfer of the Lenders are subject to Section 11.11.


 


Section
11.11.   SECTION 11.11. Sale and Transfer of Advances
and Note; Participations in Advances. Each Lender may assign, or sell participations
in, its Advances and Commitment(s) to one or more other Persons in accordance with this Section 11.11.


 


Section
11.11.1   SECTION 11.11.1. Assignments.
Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Advances at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


(a)          Minimum
Amounts.


 


(i)          in
the case of an assignment of the entire remaining amount of the assigning Lender’’s
Commitments and/or the Advances at the time owing to it (determined after giving effect to such assignments) that equal at least
the amount specified in paragraph (a)(ii) of this Section in the aggregate or in the case of an assignment to a Lender or an Affiliate
of a Lender, no minimum amount need be assigned; and


 


(ii)         in
any case not described in paragraph (a)(i) of this Section, the aggregate amount of the Commitment (which for this purpose includes
Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the
Advances of the assigning Lender subject to each such assignment (determined as of the date the Lender Assignment Agreement with
respect to such assignment is delivered to the Administrative Agent or, if “”Trade
Date””
is specified in the Lender Assignment Agreement, as of the Trade Date) shall not be less



    971


     


    


than $25,000,000,
unless each of the Administrative Agent and, so long as no Event of Default under Sections 7.1.1, 7.1.4(a) or 7.1.6
has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).


 


(b)          Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’’s
rights and obligations under this Agreement with respect to the Advance or the Commitments assigned.


 


(c)          Required
Consents. No consent shall be required for any assignment except to the extent required by paragraph (a)(ii) of this
Section and, in addition:


 


(i)          the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
under Sections 7.1.1, 7.1.4(a) or 7.1.6 has occurred and is continuing at the time of such assignment, or
(y) such assignment is to a Lender, an Affiliate of a Lender or to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; provided that the Borrower shall
be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent
within 10 Business Days after having received notice thereof; provided, further that in the case of an assignment to a Lender or
an Affiliate of a Lender, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such
assignment, such assignment shall be made in consultation with the Borrower; and


 


(ii)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of the Commitments if such assignment is to a Person that is not (i) a Lender with, prior to the effectiveness of the
assignment, a Commitment in respect of Commitments or (ii) an Affiliate of such Lender, unless such assignment is to any Federal
Reserve Bank, or with the Borrower’’s
consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security
pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank.


 


(d)          Lender
Assignment Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent a Lender
Assignment Agreement, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further,
no processing and recordation fee shall be required upon any assignment to an Affiliate of a Lender or any Federal Reserve Bank
or, with the Borrower’’s
consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security
pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank. The assignee, if it
is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(e)          Acceptable
Lender. Except for assignments to any Federal Reserve Bank or, with the Borrower’’s
consent (such consent not to be unreasonably withheld or delayed), to any





    972


     


    

central governmental
authority as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal
Reserve Bank, no assignment shall be made to any Person that is not an Acceptable Lender.


 


(f)           No
Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’’s
Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of their respective Subsidiaries, or any Person who, upon becoming
a Lender hereunder, would constitute any of the foregoing Persons described in this clause (f).


 


(g)          No
Assignment to Natural Persons. No such assignment shall be made to a natural Person or any holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of, a natural Person.


 


(h)          Certain
Pledges. Notwithstanding anything to the contrary contained herein, any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or, with the Borrower’’s
consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority; provided that no such
pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.


 


(i)           Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,
no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions,
including funding, with the consent of the Borrower and the Administrative Agent, the applicable Ratable Share of Advances previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each
other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Ratable Share of all
Advances. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder
shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such
interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance
and recording thereof by the Administrative Agent pursuant to Section 11.11.3, from and after the effective date specified
in each Lender Assignment Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations
under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’’s
rights and obligations under this Agreement, such Lender shall cease to be a



    973


     


    


party hereto) but shall
continue to be entitled to the benefits of Sections 3.3, 3.4, 3.5, 3.7, 3.9, 10.2, 11.3
and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’’s
having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 11.11.2. Notwithstanding the foregoing, in no event shall the Borrower
be required to pay to any assignee any amount under Sections 3.3, 3.4, 3.5, 3.6 and 3.7 that
is greater than the amount which it would have been required to pay at the time of the relevant assignment had no such assignment
been made.


 


Section
11.11.2     SECTION 11.11.2. Participations. Any Lender may at
any time sell to one or more commercial banks or other financial institutions (each of such commercial banks and other financial
institutions being herein called a ““Participant””)
participating interests in any of its Advances, its Commitment, or other interests of such Lender hereunder without the consent
of the Borrower or the Administrative Agent; provided that:


 


(a)          no
participation contemplated in this Section 11.11.2 shall relieve such Lender from its Commitment(s) or its other obligations
hereunder;


 


(b)         such
Lender shall remain solely responsible for the performance of its Commitment(s) and such other obligations;


 


(c)          the
Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’’s
rights and obligations under this Agreement and each of the other Loan Documents;


 


(d)          no
Participant, unless such Participant is an Affiliate of such Lender, shall be entitled to require such Lender to take or refrain
from taking any action hereunder or under any other Loan Document, except that such Lender may agree with any Participant that
such Lender will not, without such Participant’’s
consent, take any actions of the type described in clause (c) or (d) of Section 11.1;


 


(e)          the
Borrower shall not be required to pay any amount under Sections 3.3, 3.4, 3.5, 3.6 and 3.7 that
is greater than the amount which it would have been required to pay had no participating interest been sold; and


 


(f)           each
Lender that sells a participation under this Section 11.11.2 shall, acting solely for this purpose as a non-fiduciary agent
of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and
stated interest on) each of the Participant’’s
interest in the Lender’’s
Advances, Commitments or other interests hereunder (the ““Participant
Register””).
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender may treat each person whose
name is recorded in the Participant Register as the owner of such participation for all purposes hereunder.




    974


     


    

The Borrower acknowledges
and agrees that each Participant, for purposes of Sections 3.3, 3.4, 3.5, 3.6 and clause (g)
of 6.1.1, shall be considered a Lender.


 


Section
11.11.3     SECTION 11.11.3. Register.
The Administrative Agent, acting as agent for the Borrower, shall maintain at its address referred to in Section 11.2 a
copy of each Added Lender Agreement and each Lender Assignment Agreement delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the Commitment(s) of, and principal amount of the Advances owing to,
each Lender from time to time (the ““Register””).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.


 


Section
11.12.     SECTION 11.12. Other
Transactions. Nothing contained herein shall preclude the Administrative Agent or any Lender from engaging in any transaction,
in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in
which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.


 


Section 11.13.     Forum
Selection and Consent to Jurisdiction. (a) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY AGREES THAT IT WILL
NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR
IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID,
OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. TO THE EXTENT THAT THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY
LENDER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE
OR NOTICE, 




    975


     


    

ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER, THE ADMINISTRATIVE AGENT AND SUCH LENDER
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.


 


(b)          EACH
OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


Section
11.14.     SECTION 11.14. Process Agent.
If at any time the Borrower ceases to have a place of business in the United States, the Borrower shall appoint an agent for service
of process (reasonably satisfactory to the Administrative Agent) located in New York City and shall furnish to the Administrative
Agent evidence that such agent shall have accepted such appointment for a period of time ending no earlier than one year after
the latest Maturity Date.


 


Section 11.15. Judgment.
(a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another
currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other
currency at Bank of America’’s
principal office in New York at 11:00 A.M. (New York time) on the Business Day preceding that on which final judgment is given.


 


(b)          [Intentionally
omitted].


 


(c)          The
obligation of the Borrower in respect of any sum due from it in any currency (the ““Primary
Currency””)
to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only
to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any
sum adjudged to be so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in accordance
with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable
Primary Currency so purchased is less than such sum due to such Lender or the Administrative Agent (as the case may be) in the
applicable Primary Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify
such Lender or the Administrative Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency
so purchased exceeds such sum due to any Lender or the Administrative




    976


     


    

Agent (as the case may
be) in the applicable Primary Currency, such Lender or the Administrative Agent (as the case may be) agrees to remit to the Borrower
such excess.


 


Section
11.16.     SECTION 11.16. [Intentionally
omitted].


 


Section
11.17.     SECTION 11.17.
Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL
AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT) AND THAT THIS PROVISION
IS A MATERIAL INDUCEMENT FOR EACH OTHER PARTY ENTERING INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT.


 


Section
11.18.     SECTION 11.18. Confidentiality. Each of
the Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential);
(b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related
Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights and obligations under this Agreement or actual or prospective counterparty to any swap
or derivative transaction relating to the Borrower; (g) with the consent of the Borrower; or (h) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to any Lender or any
of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.


 


For purposes of this
Section, ““Information””
means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its
Subsidiaries or any of their respective businesses, other than any such information that is available to any Lender on a nonconfidential
basis prior to disclosure by the Borrower or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.




    977


     


    

Section
11.19.     SECTION 11.19. No Fiduciary
Relationship. The Borrower acknowledges that the Lenders have no fiduciary relationship with, or fiduciary duty to, the Borrower
arising out of or in connection with this Agreement or the other Loan Documents, and the relationship between each Lender and
the Borrower is solely that of creditor and debtor. This Agreement and the other Loan Documents do not create a joint venture
among the parties hereto. The Borrower acknowledges that the Arrangers and each Lender may have economic interests that conflict
with those of the Borrower, its stockholders and/or its Affiliates.


 


Section
11.20.     SECTION 11.20. Electronic
Execution of Assignments and Certain Other Documents. The words ““execute,”
”“ “execution,”
”“ “signed,”
”“ “signature,””
and words of like import in or related to any document to be signed in connection with this Agreement and the transactions
contemplated hereby (including, without limitation, Assignment and Assumptions, amendments or other modifications, Notices of
Borrowing, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms
and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained
herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or
in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section
11.21.     SECTION 11.21. Contractual
Recognition of Bail-In. Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding
between the parties to this Agreement, each such party acknowledges and accepts that any liability of any party to this Agreement
to any other party to this Agreement under or in connection with the Loan Documents may be subject to Bail-In Action by the relevant
Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


(a)          (a)       any
Bail-In Action in relation to any such liability, including (without limitation):


 


(i)       (i)
     a reduction, in full or in part, in the principal amount, or outstanding
amount due (including any accrued but unpaid interest) in respect of any such liability;


 


(ii)      (ii)     a conversion of all, or part of, any such liability into shares or other
instruments of ownership that may be issued to, or conferred on, it; and


 


(iii)     (iii)     a cancellation of any such liability; and


 


(b)          (b)       a
variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such
liability.


 


As used herein:



    978


     


    


““Article
55 BRRD””
means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms.


 


““Bail-In
Action””
means the exercise of any Write-down and Conversion Powers.


 


““Bail-In
Legislation””
means:


 


(a)     (a)      in
relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing
law or regulation as described in the EU Bail-In Legislation Schedule from time to time;


 


(b)     (b)      in
relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to
time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and


 


(c)     (c)      in
relation to the United Kingdom, the UK Bail-In Legislation.


 


““EEA
Member Country””
means any Member State of the European Union, Iceland, Liechtenstein and Norway.


 


““EU
Bail-In Legislation Schedule””
means the document described as such and published by the Loan Market Association (or any successor person) from time to time.


 


““Resolution
Authority””
means any body which has authority to exercise any Write-down and Conversion Powers.


 


““UK
Bail-In Legislation””
means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to
the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than
through liquidation, administration or other insolvency proceedings).


 


““Write-down
and Conversion Powers””
means:


 


(a)     (a)     in
relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as
such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;


 


(b)     (b)     in
relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:


 


(i)     (i)     any
powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm
or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify
or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert
all or part of that liability into shares, securities or obligations of that person or



    979


     


    


any other person,
to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those
powers; and


 


(ii)     (ii)     any similar or analogous powers under that Bail-In Legislation; and


 


(c)      (c)     in relation to the UK Bail-In Legislation, any powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued
by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial
institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which
that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other
person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend
any obligation in respect of that liability or any of the powers under the UK Bail-In Legislation that are related to or ancillary
to any of those powers.


 


[Remainder of page intentionally left
blank.]




    980


     


    

SCHEDULE I


 


EFFECTIVE
DATE COMMITMENTS AND AMENDMENT EFFECTIVE DATE ADVANCES


 


ROYAL CARIBBEAN CRUISES
LTD

TERM LOAN AGREEMENT


 


	Name of Lender	 	Commitment	 	 	Extended


    Advances	 	 	Non-Extended


    Advances	 
	1. Bank of America, N.A.	 	$	200,000,000.00	 	 	$	160,000,000.00	 	 	 	--	 
	The Bank of Nova Scotia	 	$	100,000,000	 	 	 	 	 	 	 	 	 
	2. DNB
    Capital LLC	 	$	100,000,000.00	 	 	$	80,000,000.00	 	 	 	--	 
	3. Sumitomo Mitsui Banking CorporationCorp New York Branch	 	$	100,000,000.00	 	 	$	80,000,000.00	 	 	 	--	 
	4. The Bancok Bilbao Vizcaya Argentaria, S.A.of Nova Scotia - New York Branch	 	$	65100,000,000.00	 	 	$	80,000,000.00	 	 	 	--	 
	5. Goldman
    Sachs Group, Inc. (The)	 	$	65,000,000.00	 	 	 	--	 	 	$	65,000,000.00	 
	6. Wells Fargo Bank, National AssociationN.A.	 	$	65,000,000.00	 	 	 	--	 	 	$	65,000,000.00	 
	7. PNC
    Bank NA	 	$	45,000,000.00	 	 	$	36,000,000.00	 	 	 	--	 
	8. Regions
    Bank	 	$	45,000,000.00	 	 	$	36,000,000.00	 	 	 	--	 
	PNC Bank, National Association	 	$	45,000,000	 	 	 	 	 	 	 	 	 
	9. U.S. Bank National Association	 	$	45,000,000.00	 	 	 	--	 	 	$	45,000,000.00	 
	10. Banco Santander. S.A. New York Branch	 	$	30,000,000.00	 	 	 	--	 	 	$	30,000,000.00	 
	11. Commerzbank AG New York & Grand Cayman Branches Banking and Trust Company
	 	$	30,000,000.00	 	 	 	--	 	 	$	30,000,000.00	 
	Commerzbank AG, New York Branch	 	$	30,000,000	 	 	 	 	 	 	 	 	 





    SCHEDULE I


     


    


	Name of Lender	 	Commitment	 	 	Extended

    Advances	 	 	Non-Extended

    Advances	 
	12. MUFG Bank, Ltd.	 	$	30,000,000.00	 	 	 	--	 	 	$	30,000,000.00	 
	13. TD Bank, N.A. NA	 	$	30,000,000.00	 	 	 	--	 	 	$	30,000,000.00	 
	14. Truist Bank	 	$	30,000,000.00	 	 	$	24,000,000.00	 	 	 	--	 
	15. CIBC
    Bank USA	 	$	17,500,000.00	 	 	$	14,000,000.00	 	 	 	--	 
	16. Bayerische Landesbank, New York BranchBankUnited, NA	 	$	12,500,000.00	 	 	 	--	 	 	$	12,500,000.00	 
	BankUnited, NA	 	$	12,500,000	 	 	 	 	 	 	 	 	 
	17. Bayerische Landesbank	 	$	12,500,000.00	 	 	$	10,000,000.00	 	 	 	--	 
	18. BNP Paribas	 	$	12,500,000.00	 	 	$	10,000,000.00	 	 	 	--	 
	19. DZ BANKBank AG Deutsche Zentral-Genossenschaftsbank, New York Branch	 	$	12,500,000.00	 	 	$	10,000,000.00	 	 	 	--	 
	20. Intesa Sanpaolo S.p.A., New York Branch	 	$	12,500,000.00	 	 	$	10,000,000.00	 	 	 	--	 
	21. CapitalFirst Horizon Bank	 	$	5,000,000.00	 	 	$	4,000,000.00	 	 	 	--	 
	Total:	 	$	1,000,000,000.00	 	 	$	554,000,000.00	 	 	$	307,500,000.00	 





    SCHEDULE I


     


    

SCHEDULE II



DISCLOSURE SCHEDULE


 


Item 5.9 (b): Vessels


 


	Vessel	 	Owner	 	Flag
	Grandeur of the Seas	 	Grandeur of the Seas Inc.	 	Bahamas
	Rhapsody of the Seas	 	Rhapsody of the Seas Inc.	 	Bahamas
	Enchantment of the Seas	 	Enchantment of the Seas Inc.	 	Bahamas
	Vision of the Seas	 	Vision of the Seas Inc.	 	Bahamas
	Voyager of the Seas	 	Voyager of the Seas Inc.	 	Bahamas
	Mariner of the Seas	 	Mariner of the Seas Inc.	 	Bahamas
	Celebrity Millennium	 	Millennium Inc.	 	Malta
	Explorer of the Seas	 	Explorer of the Seas Inc.	 	Bahamas
	Celebrity Infinity	 	Infinity Inc.	 	Malta
	Radiance of the Seas	 	Radiance of the Seas Inc.	 	Bahamas
	Celebrity Summit	 	Summit Inc.	 	Malta
	Adventure of the Seas	 	Adventure of the Seas Inc.	 	Bahamas
	Navigator of the Seas	 	Navigator of the Seas Inc.	 	Bahamas
	Celebrity Constellation	 	Constellation Inc.	 	Malta
	Serenade of the Seas	 	Serenade of the Seas Inc.	 	Bahamas
	Jewel of the Seas	 	Jewel of the Seas Inc.	 	Bahamas
	Celebrity Xpedition	 	Oceanadventures S.A.	 	Ecuador
	Freedom of the Seas	 	Freedom of the Seas Inc.	 	Bahamas
	Azamara Journey	 	Azamara Journey Inc.	 	Malta
	Azamara Quest	 	Azamara Quest Inc.	 	Malta
	Liberty of the Seas	 	Liberty of the Seas Inc.	 	Bahamas
	Independence of the Seas	 	Independence of the Seas Inc.	 	Bahamas
	Celebrity Solstice	 	Celebrity Solstice Inc.	 	Malta
	Celebrity Equinox	 	Celebrity Equinox Inc.	 	Malta
	Oasis of the Seas	 	Oasis of the Seas Inc.	 	Bahamas
	Celebrity Eclipse	 	Celebrity Eclipse Inc.	 	Malta
	Allure of the Seas	 	Allure of the Seas Inc.	 	Bahamas
	Celebrity Silhouette	 	Celebrity Silhouette Inc.	 	Malta




    SCHEDULE II-I1


     


    


	Vessel	 	Owner	 	Flag
	Celebrity Reflection	 	Celebrity Reflection Inc.	 	Malta
	Quantum of the Seas	 	Quantum of the Seas Inc.	 	Bahamas
	Brilliance of the Seas	 	Brilliance of the Seas Shipping Inc.	 	Bahamas
	Anthem of the Seas	 	Anthem of the Seas Inc.	 	Bahamas
	Celebrity Xploration	 	Oceanadventures S.A.	 	Ecuador
	Ovation of the Seas	 	Ovation of the Seas Inc.	 	Bahamas
	Harmony of the Seas	 	Harmony of the Seas Inc.	 	Bahamas
	Symphony of the Seas	 	Symphony of the Seas Inc.	 	Bahamas
	Celebrity Edge	 	Celebrity Edge Inc.	 	Malta
	Azamara Pursuit	 	Azamara Pursuit Inc.	 	Malta
	Silver Cloud	 	Silver Cloud Shipping Co. Ltd.	 	Bahamas
	Silver Wind	 	Silver Wind Shipping Ltd.	 	Bahamas
	Silver Shadow	 	Silver Shadow Shipping Co. Ltd.	 	Bahamas
	Silver Spirit	 	Silver Spirit Shipping Co. Ltd.	 	Bahamas
	Silver Muse	 	Silver Muse Shipping Co. Ltd.	 	Bahamas
	Silver Galapagos	 	Silversea Cruises Ltd.	 	Bahamas
	Spectrum of the Seas	 	Spectrum of the Seas Inc.	 	Bahamas
	Celebrity Flora	 	Islas Galápagos Turismo y Vapores C.A.	 	Ecuador
	Celebrity Apex	 	Celebrity Apex Inc.	 	Malta
	Silver Origin	 	Canodros CL	 	Ecuador




    SCHEDULE II-I2


     


    

Item 5.10: Existing Principal Subsidiaries


 


	Name of the Subsidiary	 	Jurisdiction of

Organization
	Jewel of the Seas Inc.	 	Liberia
	Majesty of the Seas Inc.	 	Liberia
	Grandeur of the Seas Inc.	 	Liberia
	Enchantment of the Seas Inc.	 	Liberia
	Rhapsody of the Seas Inc.	 	Liberia
	Vision of the Seas Inc.	 	Liberia
	Voyager of the Seas Inc.	 	Liberia
	Explorer of the Seas Inc.	 	Liberia
	Radiance of the Seas Inc.	 	Liberia
	Adventure of the Seas Inc.	 	Liberia
	Navigator of the Seas Inc.	 	Liberia
	Serenade of the Seas Inc.	 	Liberia
	Mariner of the Seas Inc.	 	Liberia
	Millennium Inc.	 	Liberia
	Infinity Inc.	 	Liberia
	Summit Inc.	 	Liberia
	Constellation Inc.	 	Liberia
	Islas Galápagos Turismo y Vapores C.A.	 	Ecuador
	Freedom of the Seas Inc.	 	Liberia
	Azamara Journey Inc.	 	Liberia
	Azamara Quest Inc.	 	Liberia
	RCL Zenith LLC	 	Liberia
	Nordic Empress Shipping Inc.	 	Liberia
	Liberty of the Seas Inc.	 	Liberia
	Independence of the Seas Inc.	 	Liberia
	Celebrity Solstice Inc.	 	Liberia
	Oasis of the Seas Inc.	 	Liberia
	Celebrity Eclipse Inc.	 	Liberia
	Celebrity Equinox Inc.	 	Liberia
	RCL Horizon LLC	 	Liberia
	RCL Sovereign LLC	 	Liberia




    SCHEDULE II-I3


     


    


	Name of the Subsidiary	 	Jurisdiction of

Organization
	Allure of the Seas Inc.	 	Liberia
	Celebrity Silhouette Inc.	 	Liberia
	Celebrity Reflection Inc.	 	Liberia
	RCL Monarch LLC	 	Liberia
	Quantum of the Seas Inc.	 	Liberia
	Brilliance of the Seas Shipping Inc.	 	Liberia
	Anthem of the Seas Inc.	 	Liberia
	Oceanadventures S.A.	 	Ecuador
	Ovation of the Seas Inc.	 	Liberia
	Harmony of the Seas Inc.	 	Liberia
	Symphony of the Seas Inc.	 	Liberia
	Celebrity Edge Inc.	 	Liberia
	Azamara Pursuit Inc.	 	Liberia
	Silver Cloud Shipping Co. Ltd.	 	Bahamas
	Silver Wind Shipping Ltd.	 	Bahamas
	Silver Shadow Shipping Co. Ltd.	 	Bahamas
	Silver Spirit Shipping Co. Ltd.	 	Bahamas
	Silver Muse Shipping Co. Ltd.	 	Bahamas
	Canodros CL	 	Ecuador


 


Item 6.2.2: Existing Indebtedness
of Silversea


 


(a)       The
obligations of the Borrower or its Subsidiaries in connection with those certain Bareboat Charterparties with respect to (i) the
vessel SILVER EXPLORER dated July 22, 2011 between Silversea Cruises Ltd. and Hammonia Adventure and Cruise Shipping Company Ltd.
and (ii) the vessel SILVER WHISPER dated March 15, 2012 between Whisper S.p.A. and various lessors, and the replacement, extension,
renewal or amendment of each of the foregoing without increase in the amount or change in any direct or contingent obligor of such
obligations, (the ““Existing
Silversea Leases””);


 


(b)       Indebtedness
arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New
Build Eight Ltd., as such agreement may be amended from time to time; and


 


(c)       Indebtedness
secured by Liens of the type described in Item 6.2.3 of the Disclosure Schedule.



    SCHEDULE II-I4


     


    


Item 6.2.3: Existing Liens of Silversea


 


(a)       Liens
securing the $620 million in principal amount of 7.25% senior secured notes due 2025 issued by Silversea Cruise Finance Ltd. pursuant
that that Indenture dated as of January 30, 2017;


 


(b)       Liens
on the vessels SILVER WHISPER and SILVER EXPLORER existing as of the Effective Date and securing the Existing Silversea Leases
(and any Lien on such vessels securing any refinancing of the Existing Silversea Leases, so long as such Vessel was subject to
a Lien securing the Indebtedness being refinanced immediately prior to such refinancing);


 


(c)       Liens
on the Vessel with Hull 6280 currently being built at Fincantieri S.p.A. and arising pursuant to that certain Bareboat Charterparty
dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such agreement may be amended from
time to time (and any Lien on such vessel securing any refinancing of such bareboat charterparty); and


 


(d)       Liens
securing Indebtedness of the type described in Item 6.2.2 of the Disclosure Schedule.




    SCHEDULE II-I5


     


    

SCHEDULE III



NOTICES


 


If to the Borrower:


 


Royal Caribbean Cruises Ltd.

Attention: Antje Gibson, Vice President and Treasurer

1050 Caribbean Way

Miami, FL 33132-2096

Phone: (305) 539-6440

Facsimile: (305) 539-0562

Email: agibson@rccl.com


 


If to the Administrative Agent for Notices
of Borrowing and other notices relating to Advances under this Agreement:


 


Bank of America, N.A.

Attention: David Tischler

Gateway Village – 900 Building

900 W Trade St

Charlotte, NC 28255-0001

Telephone: 980-387-2036

Facsimile: 704-625-4512

Email: david.tischler@baml.com


 


If to the Administrative Agent for any
other notices delivered pursuant to this Agreement:


 


Bank of America, N.A.

Attention: Taelitha Bonds-Harris

2380 Performance Dr, 3rd floor

TX2-984-03-26

Richardson, Texas 75082

Telephone: 214-209-3408

Facsimile: 214-290-9644

Email: taelitha.m.harris@baml.com




    SCHEDULE III-I1


     


    

SCHEDULE IV



BENEFICIARY PARTIES


 


	 	Other
    Facility Obligation	Beneficiary
    Party
	1. 1. 	Credit Agreement, as amended and restated on October 12, 2017, among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, the various financial institutions party thereto, as lenders, and NORDEA BANK ABP, NEW YORK BRANCH, as administrative agent	NORDEA BANK ABP, NEW YORK BRANCH, as administrative agent
	2. 2. 	Amended and Restated Credit Agreement, dated as of April 5, 2019, among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, the various financial institutions party thereto, as lenders, and The Bank of Nova Scotia, as administrative agent	The Bank of Nova Scotia, as administrative agent
	3. 3. 	Credit Agreement, dated as of May 11, 2010, among FALMOUTH JAMAICA LAND COMPANY LIMITED, a Jamaican corporation, ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, and THE BANK OF NOVA SCOTIA, as lender	THE BANK OF NOVA SCOTIA
	4. 4. 	Credit Agreement, dated as of February 2, 2018, among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, the various financial institutions party thereto, as lenders, and INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as administrative agent	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as administrative agent
	5. 5. 	Credit Agreement, dated as of November 16, 2017, among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, the various financial institutions party thereto, as lenders, and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as administrative agent	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as administrative agent
	6. 6. 	Term Loan Agreement, as amended and restated on December 3, 2019, among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, the various financial institutions party thereto, as lenders, and SUMITOMO MITSUI BANKING CORPORATION, as administrative agent	SUMITOMO MITSUI BANKING CORPORATION, as administrative agent




    SCHEDULE IV-I1


     


    


	 	Other
    Facility Obligation	Beneficiary
    Party
	7. 7. 	Credit Agreement, dated as of June 7, 2019, among SILVERSEA CRUISE HOLDING LTD., a private limited liability company incorporated under the laws of the Commonwealth of the Bahamas, ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, the various financial institutions party thereto, as lenders, and NORDEA BANK ABP, NEW YORK BRANCH, as administrative agent	NORDEA BANK ABP, NEW YORK BRANCH, as administrative agent
	8. 8. 	Guarantee, dated as of July 18, 2016, by ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, in favor of the Beneficiaries (as defined therein)	
        MIAMI-DADE COUNTY, as Ground Lessor


        SMBC LEASING AND FINANCE, INC., as Lessor,
        Administrative Agent, Lead Arranger and Bookrunner and Borrower


        MIAMI CRUISE TERMINAL A LLC, as Lessee
        and Construction Agent


        SUMITOMO MITSUI BANKING CORPORATION, as
        Collateral Agent and Lender


        BANK OF TOKYO-MITSUBISHI UFJ, LTD., as
        Lender


        NORDDEUTSCHE LANDESBANK GIROZENNTRALE,
        as Lender


        FIFTH THIRD BANK, as Lender


        SOCIETE GENERALE, as Lender


        STONEGATE BANK, as Lender


        CAPITAL BANK CORPORATION, as Lender


        Each of the foregoing’’s
        successors and permitted assigns.

        
	9. 9. 	Any card acceptance agreement, merchant services bank card agreement, global merchant agreement, merchant services agreement, or other similar agreement in connection with card-related services that exists as of the Waiver Effective Date.	Any counterparty to such agreement.




    SCHEDULE IV-I2