Exhibit 10.3


 


Execution Version


 


AMENDMENT TO CREDIT AGREEMENT


 


This AMENDMENT TO CREDIT
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 Nordea Bank ABP, New York Branch, as administrative agent
(the “Administrative Agent”) for the Lender Parties, Swing Line Bank and Issuing Bank.


 


PRELIMINARY STATEMENTS


 


(1)             The
Borrower, the various financial institutions party thereto and the Administrative Agent are parties to that certain Credit Agreement,
as amended and restated as of October 12, 2017, and as further amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof (such Credit 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 and restated on the terms and conditions set forth herein so as to,
among other things, provide for an extension of the termination date with respect to certain of the Revolving Credit Advances and
Revolving Credit Commitments (as extended, the “Extended Revolving Credit Advances” and the “Extended
Revolving Credit Commitments”) and with respect to the entire Letter of Credit Commitment and Swing Line Commitment (the
Extended Revolving Credit Commitments, the Letter of Credit Commitment and the Swing Line Commitment are referred to collectively
herein as the “Extended Commitments”);


 


(3)             Each
Lender Party identified on Schedule I hereto (an “Extended Lender”) has agreed to extend the termination
date of all of its Revolving Credit Advances and Commitments under the Existing Agreement on the terms set forth for Extended Revolving
Credit Advances and Extended Commitments, as applicable, 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 Revolving Credit Advances and Commitments being provided by such Lender Party shall
be Extended Revolving Credit Advances and Extended Commitments, as applicable, under the Amended Agreement.


 


Royal
Caribbean – Amendment



     


     


    



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 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 Revolving Credit Commitment of such Extended Lender (immediately after the prepayment
and commitment reduction 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, or for the account of
each Lender, as the case may be, all invoiced expenses of the Administrative


 





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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 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 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 that so requests, a Beneficial
Ownership Certification in relation to the Borrower.


 


SECTION 3.          Prepayment
of Advances and Reduction of Commitments.


 


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


 


(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 reduced 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 and the partial reduction of the Commitments
contemplated hereunder and (y) any repayment of no more than 20% of the outstanding Advances and the partial reduction of no more
than 20% of the Commitments 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


 




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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 (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, 11.18 and 11.21 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.



 




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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.]


 




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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



 




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	 	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


 




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	 	ACKNOWLEDGED AND AGREED BY:
	 	 	 
	 	Nordea Bank
ABP, NEW YORK BRANCH
	 	as Administrative Agent
	 	 	 
	 	By	/s/ Martin Lunder
	 	 	 Name: Martin Lunder
	 	 	 Title: Managing Director
	 	 	 
	 	By	/s/ Henrik M Steffensen
	 	 	Name: Henrik M Steffensen
	 	 	Title: EVP



 




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	 	ACKNOWLEDGED AND AGREED BY:
	 	 	 
	 	Nordea Bank
ABP, FILIAL I NORGE, as Swing Line Bank and Issuing Bank
	 	 	 
	 	By	/s/ Arne Berglund
	 	 	Name: Arne Berglund
	 	 	Title: Executive Director
	 	 	 
	 	By	/s/ Anna Cecilie Ribe
	 	 	Name: Anna Cecilie Ribe
	 	 	Title: Analyst



 




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	 	Citibank N.A., as an Extended Lender
	 	 	 
	 	By	/s/ Simon Taylor
	 	 	Name: Simon Taylor
	 	 	Title: Vice President



 




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	 	Nordea Bank Abp, filial i Norge as an Extended Lender
	 	 	 
	 	By	/s/ Arne Berglund
	 	 	Name: Arne Berglund
	 	 	Title: Executive Director
	 	 	 
	 	By	/s/ Anna Cecilie Ribe
	 	 	Name: Anna Cecilie Ribe
	 	 	Title: Analyst



 




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	 	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:  Vice President



 




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	 	Fifth Third Bank, National Association
	 	as an Extended Lender
	 	 	 
	 	By	/s/ Graeme L. Jack
	 	 	Name: Graeme L. Jack
	 	 	Title: Vice President



 




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	 	HSBC Bank USA, N.A., as an Extended Lender
	 	 	 
	 	By	/s/ Patrick D. Mueller
	 	 	Name: Patrick D. Mueller
	 	 	Title: Managing Director



 




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|RESTRICTED|


 



     


     


    



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



 




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	 	MIZUHO BANK, LTD., as an Extended Lender
	 	 	 
	 	By	/s/ Tracy Rahn
	 	 	Name: Tracy Rahn
	 	 	Title: Executive Director



 




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



 




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



 




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	 	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



 




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	 	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED,
NEW YORK BRANCH, as an Extended Lender
	 	 	 
	 	By	/s/ ANTHONY LIANG	
	 	 	Name: Anthony Liang
	 	 	Title: Managing Director
	 	 	 
	 	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED,
NEW YORK BRANCH, as an Extended Lender
	 	 
	 	By	/s/ JOHANNES FLIPSEN
	 	 	Name: Johannes Flipsen
	 	 	Title: Executive Director



 




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	 	JP Morgan Chase Bank, N.A., as an Extended Lender
	 	 	 
	 	By	/s/ CODY A. CANAFAX
	 	 	Name: Cody A. Canafax
	 	 	Title: Vice President



 




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	 	Skandinaviska Enskilda Banken AB (publ), 

as an Extended
Lender
	 	 	 
	 	By	/s/ GLENN FRANCIS
	 	 	Name: Glenn Francis
	 	 	Title: Head of Corporate Banking, SEB
	 	 	 
	 	By	/s/ MALCOLM STONEHOUSE
	 	 	Name: Malcolm Stonehouse
	 	 	Title: Client Executive


 




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


 




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	 	Societe Generale, as an Extended Lender
	 	 	 
	 	By	/s/ SHELLEY YU
	 	 	Name: Shelley Yu
	 	 	Title: Director


 




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	 	Banco Santander, S.A., as an Extended Lender
	 	 	 
	 	By	/s/ LUIS CASERO
	 	 	Name: Luis Casero
	 	 	Title: 
	 	 	 
	 	By	/s/ LAURA CASTAN
	 	 	Name: Laura Castan
	 	 	Title: MO Senior Analyst



 




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	 	GOLDMAN SACHS BANK USA, as an Extended Lender
	 	 	 
	 	By	/s/ RYAN DURKIN
	 	 	Name: Ryan Durkin
	 	 	Title: Authorized Signatory



 




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	 	Landesbank Hessen-Thüringen, York Branch, as
an Extended Lender
	 	 	 
	 	By	/s/ THOMAS HEIN
	 	 	Name: Thomas Hein
	 	 	Title: 
	 	 	 
	 	By	/s/ MICHAEL BEST
	 	 	Name: Michael Best
	 	 	Title:



 




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	 	MORGAN STANLEY SENIOR FUNDING, INC. as an Extended Lender
	 	 	 
	 	By	/s/ MICHAEL KING
	 	 	Name: Michael King
	 	 	Title: Vice President



 




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	 	MORGAN STANLEY BANK, N.A. as an Extended Lender
	 	 	 
	 	By	/s/ MICHAEL KING
	 	 	Name: Michael King
	 	 	Title: Authorized Signatory



 




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



 




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Schedule I


 


	Lender	 	Prepayment 

Amount 

(principal)	 	 	Outstanding 

Revolving Credit

Advances
 (after 

prepayment)	 	 	Extended 

Revolving Credit


Commitment 
 (after reduction)	 	 	Non-Extended

Commitment	 	 	Swing Line 

Commitment

(after reduction)	 	 	Letter of Credit

Commitment

(after reduction)	 
	1.    Citibank,
N.A.	 	$	33,853,139.25	 	 	$	120,592,989.78	 	 	$	136,600,000.00	 	 	 	                 --	 	 	 	--	 	 	 	--	 
	2.    Nordea Bank Abp, filial i Norge	 	$	14,026,996.24	 	 	$	49,967,519.96	 	 	$	56,600,000.00	 	 	 	--	 	 	$	150,000,000.00	 	 	$	175,000,000.00	 
	3.    DNB Capital LLC	 	$	14,026,996.20	 	 	$	49,967,519.92	 	 	$	56,600,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	4.    Fifth Third Bank, National Association 	 	$	14,026,996.20	 	 	$	49,967,519.92	 	 	$	56,600,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	5.    HSBC Bank USA, N.A.	 	$	14,026,996.20	 	 	$	49,967,519.92	 	 	$	56,600,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	6.    Bank of America, N.A.	 	$	14,026,996.20	 	 	$	49,967,519.92	 	 	$	56,600,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	7.    Mizuho Bank, Ltd.	 	$	14,026,996.20	 	 	$	49,967,519.92	 	 	$	56,600,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	8.    Truist	 	$	14,026,996.20	 	 	$	49,967,519.92	 	 	$	56,600,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	9.    The Bank of Nova Scotia	 	$	14,026,996.20	 	 	$	49,967,519.92	 	 	$	56,600,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	10.  BNP Paribas	 	$	9,120,025.80	 	 	$	32,487,716.13	 	 	$	36,800,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 






     


     


    



	Lender	 	Prepayment 

Amount 

(principal)	 	 	Outstanding 

Revolving Credit

Advances
 (after 

prepayment)	 	 	Extended 

Revolving Credit


Commitment 
 (after reduction)	 	 	Non-Extended

Commitment	 	 	Swing Line 

Commitment

(after reduction)	 	 	Letter of Credit

Commitment

(after reduction)	 
	11.  Industrial and Commercial Bank of China Limited, New York Branch	 	$	9,120,025.80	 	 	$	32,487,716.13	 	 	$	36,800,000.00	 	 	 	              --	 	 	 	               --	 	 	 	                 --	 
	12.  JPMorgan Chase Bank, N.A.	 	$	28,946,168.85	 	 	$	103,113,185.99	 	 	$	116,800,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	13.  Skandinaviska Enskilda Banken AB (publ)	 	$	9,120,025.80	 	 	$	32,487,716.13	 	 	$	36,800,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	14.  Sumitomo Mitsui Banking Corporation	 	$	9,120,025.80	 	 	$	32,487,716.13	 	 	$	36,800,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	15.  Société Générale	 	$	6,046,973.63	 	 	$	21,540,768.31	 	 	$	24,400,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	16.  Banco Santander, S.A.	 	$	6,046,973.63	 	 	$	21,540,768.31	 	 	$	24,400,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	17.  Goldman Sachs Bank USA	 	$	22,800,064.50	 	 	$	81,219,290.34	 	 	$	92,000,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 






     


     


    



	Lender	 	Prepayment 

Amount 

(principal)	 	 	Outstanding 

Revolving Credit

Advances
 (after 

prepayment)	 	 	Extended 

Revolving Credit


Commitment 
 (after reduction)	 	 	Non-Extended

Commitment	 	 	Swing Line 

Commitment

(after reduction)	 	 	Letter of Credit

Commitment

(after reduction)	 
	18.  Landesbank Hessen-Thüringen Girozentrale, New York Branch	 	$	2,973,921.46	 	 	$	10,593,820.48	 	 	$	12,000,000.00	 	 	 	              --	 	 	 	              --	 	 	 	               --	 
	19.  Morgan Stanley Senior Funding Inc.	 	$	19,826,143.05	 	 	$	70,625,469.86	 	 	$	80,000,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	20.  Morgan Stanley Bank, N.A.	 	$	2,973,921.46	 	 	$	10,593,820.48	 	 	$	12,000,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	21.  PNC Bank, National Association	 	$	2,973,921.46	 	 	$	10,593,820.48	 	 	$	12,000,000.00	 	 	 	--	 	 	 	--	 	 	 	--	 
	22.  Morgan Stanley & Co. International plc	 	$	1,535,116.22	 	 	$	62,459,399.91	 	 	 	--	 	 	$	70,750,000.00	 	 	 	--	 	 	 	--	 
	23.  The Bank of Tokyo-Mitsubishi UFJ, Ltd.	 	$	661,781.55	 	 	$	26,925,960.38	 	 	 	--	 	 	$	30,500,000.00	 	 	 	--	 	 	 	--	 






     


     


    



	Lender	 	Prepayment 

Amount 

(principal)	 	 	Outstanding 

Revolving Credit

Advances
 (after 

prepayment)	 	 	Extended 

Revolving Credit


Commitment 
 (after reduction)	 	 	Non-Extended

Commitment	 	 	Swing Line 

Commitment

(after reduction)	 	 	Letter of Credit

Commitment

(after reduction)	 
	24.  U.S. Bank N.A.	 	$	661,781.55	 	 	$	26,925,960.38	 	 	 	--	 	 	$	30,500,000.00	 	 	 	   --	 	 	 	       --	 
	25.  Wells Fargo Bank, N.A.	 	$	661,781.55	 	 	$	26,925,960.38	 	 	 	--	 	 	$	30,500,000.00	 	 	 	--	 	 	 	--	 
	Total:	 	$	278,657,761.00	 	 	$	1,123,342,239.00	 	 	$	1,110,200,000.00	 	 	$	162,250,000.00	 	 	$	150,000,000.00	 	 	$	175,000,000.00	 





     


     


    

Appendix I


 


Amended Agreement and Schedules




     


     


    




Appendix
I – Amended Credit Agreement


CONFIDENTIAL


CONFORMED COPY, FOR REFERENCE
PURPOSES ONLY




 



 


U.S. $1,550,000,000


 


CREDIT AGREEMENT,


 


as amended and restated
on October 12, 2017,

as amended on May 24, 2019,

as amended on May 7, 2020,

as amended on July 28, 2020, and

as amended on February 12, 2021, and

as amended on March 30, 2021,

 

among


 


ROYAL CARIBBEAN CRUISES LTD.,

as the Borrower,


 


and


 


CITIGROUP GLOBAL MARKETS
LIMITED, NORDEA BANK ABP (PUBL),
NEW YORK BRANCH, BBVA SECURITIES INC., DNB MARKETS, INC., FIFTH THIRD BANK, NATIONAL
ASSOCIATION, HSBC SECURITIES (USA) INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MIZUHO BANK, LTD.,
SUNTRUST ROBINSON HUMPHREY, INC. and THE BANK OF NOVA SCOTIA,


 


as Joint Lead Arrangers and Joint Bookrunners


 


and


 


NORDEA BANK AB (PUBL), NEW YORK BRANCH

as Administrative Agent


 


and


 


CITIGROUP GLOBAL MARKETS
LIMITED and NORDEA BANK ABP (PUBL),
NEW YORK BRANCH


 


as Syndication Agents


 


and


 


BBVA SECURITIES INC., DNB BANK ASA, NEW YORK BRANCH,
FIFTH THIRD BANK, NATIONAL ASSOCIATION, HSBC SECURITIES (USA)
INC., BANK OF AMERICA, N.A., MIZUHO BANK, LTD., SUNTRUST BANK, THE BANK OF NOVA SCOTIA, BNP PARIBAS, INDUSTRIAL AND COMMERCIAL
BANK OF CHINA LIMITED, NEW YORK BRANCH, JPMORGAN CHASE BANK,
N.A., SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) and SUMITOMO MITSUI BANKING CORPORATION


 


as Documentation Agents


 


 







    2


     


    

	 	
TABLE OF CONTENTS

	 
	 	 	 
	 	ARTICLEARTICLE
    I 

    DEFINITIONS AND ACCOUNTING TERMS	 
	 	 	 
	Section
    1.1	Defined
    Terms	1
	Section
    1.2	Use
    of Defined Terms	1926
	Section
    1.3	Cross-References	1926
	Section
    1.4	Accounting
    and Financial Determinations	1926
	 	 	 
	 	ARTICLEARTICLE
    II	 
	 	COMMITMENTS,
    BORROWING PROCEDURES AND NOTES	 
	 	 	 
	Section
    2.1	The
    Advances and Letters of Credit	2027
	Section
    2.2	Making
    the Advances	2129
	Section
    2.3	Issuance
    of and Drawings and Reimbursement Under Letters of Credit	2432
	Section
    2.4	Fees	2635
	Section
    2.5	Termination
    or Reduction of the Commitments	2735
	Section
    2.6	Repayment
    of Advances and Letter of Credit Drawings	2736
	Section
    2.7	Interest
    on Advances	2938
	Section
    2.8	Interest
    Rate Determination	3039
	Section
    2.9	Optional
    Conversion of Revolving Credit Advances	3041
	Section
    2.10	Prepayments
    of Advances	3141
	Section
    2.11	Payments
    and Computations	3143
	Section
    2.12	Sharing
    of Payments, Etc	3345
	Section
    2.13	Evidence
    of Debt	3446
	Section
    2.14	Increase
    in Aggregate Commitments	3446
	Section
    2.15	Defaulting
    Lenders	3648
	Section
    2.16	Extension
    of Termination Date	3951
	 	 	 
	 	ARTICLEARTICLE
    III	 
	 	CERTAIN
    LIBO RATE AND OTHER PROVISIONS	 
	 	 	 
	Section
    3.1	LIBO
    Rate Lending Unlawful	4052
	Section
    3.2	Deposits
    Unavailable	4053
	Section
    3.3	Increased
    Costs, etc.	4153
	Section
    3.4	Funding
    Losses	4355
	Section
    3.5	Increased
    Capital Costs	4355
	Section
    3.6	Taxes	4456
	Section
    3.7	Reserve
    Costs	4658
	Section
    3.8	Replacement
    Lenders, etc.	4759
	Section
    3.9	Setoff	4760
	Section
    3.10	Use
    of Proceeds	4860



 


i





    i


     


    

	 	 	 
	 	ARTICLEARTICLE
    IV	 
	 	CONDITIONS
    TO BORROWING	 
	 	 	 
	Section
    4.1	Effectiveness	4860
	Section
    4.2	All
    Borrowings and Issuances	4962
	Section
    4.3	Determinations
    Under Section 4.1	5062
	 	 	 
	 	ARTICLEARTICLE
    V	 
	 	REPRESENTATIONS
    AND WARRANTIES	 
	 	 	 
	Section
    5.1	Organization,
    etc.	5063
	Section
    5.2	Due
    Authorization, Non-Contravention, etc.	5063
	Section
    5.3	Government
    Approval, Regulation, etc.	5164
	Section
    5.4	Compliance
    with Environmental Laws	5164
	Section
    5.5	Validity,
    etc.	5164
	Section
    5.6	Financial
    Information.	5164
	Section
    5.7	No
    Default, Event of Default or Prepayment Event	5164
	Section
    5.8	Litigation	5264
	Section
    5.9	Vessels	5265
	Section
    5.10	Subsidiaries	5265
	Section
    5.11	Obligations
    rank pari passu	5265
	Section
    5.12	No
    Filing, etc. Required	5265
	Section
    5.13	No
    Immunity	5265
	Section
    5.14	Pension
    Plans	5365
	Section
    5.15	Investment
    Company Act	5366
	Section
    5.16	Regulation
    U	5366
	Section
    5.17	Accuracy
    of Information	5366
	Section
    5.18	Compliance
    with Laws	5366
	Section
    5.19	ERISA	5466
	Section
    5.20	EEA
    Financial Institution	5467
	 	 	 
	 	ARTICLEARTICLE
    VI	 
	 	COVENANTS	 
	 	 	 
	Section
    6.1 	Affirmative
    Covenants	5467






	Section
    6.1.1.	Financial
    Information, Reports, Notices, etc.	5469
	Section
    6.1.2.	Approvals
    and Other Consents	5569
	Section
    6.1.3.	Compliance
    with Laws, etc.	5569
	Section
    6.1.4.	[Intentionally
    omitted]	5669
	Section
    6.1.5.	Insurance	5669
	Section
    6.1.6.	Books
    and Records	5670






	Section
    6.2 	Negative
    Covenants	5670






	Section
    6.2.1.	Business
    Activities	5670
	Section
    6.2.2.	Indebtedness	5770
	Section
    6.2.3.	Liens	5771
	Section
    6.2.4.	Financial
    Condition	5973







    ii


     


    


	Section
    6.2.5.	[Intentionally
    omitted]	5974
	Section
    6.2.6.	Consolidation,
    Merger, etc.	5974
	Section
    6.2.7.	Asset
    Dispositions, etc.	6175
	Section
    6.2.8.	Use
    of Proceeds	6175
	Section
    6.2.9	Minimum
    Liquidity	75
	Section
    6.2.10	Additional
    Undertakings	75
	Section
    6.2.11	Designated
    Indebtedness	76
	 	 	 
	 	ARTICLEARTICLE
    VII	 
	 	EVENTS
    OF DEFAULT	 
	 	 
	Section
    7.1	Listing
    of Events of Default	6179






	Section
    7.1.1.	Non-Payment
    of Obligations	6179
	Section
    7.1.2.	Breach
    of Warranty	6179
	Section
    7.1.3.	Non-Performance
    of Certain Covenants and Obligations	6179
	Section
    7.1.4.	Default
    on Other Indebtedness	6280
	Section
    7.1.5.	Pension
    Plans	6281
	Section
    7.1.6.	Bankruptcy,
    Insolvency, etc.	6381
	Section
    7.1.7.	[Intentionally
    omitted]Guarantees	6382






	Section
    7.2	Action
    if Bankruptcy	6482
	Section
    7.3	Action
    if Other Event of Default	6482
	 	 	 
	 	ARTICLEARTICLE
    VIII	 
	 	PREPAYMENT
    EVENTS	 
	 	 
	Section
    8.1	Listing
    of Prepayment Events	6482






	Section
    8.1.1.	Change
    of Control	6482
	Section 8.1.2.	Intentionally omitted	6482
	Section
    8.1.32.	Unenforceability	6482
	Section
    8.1.43.	Approvals	6483
	Section
    8.1.54.	Non-Performance
    of Certain Covenants and Obligations	6483
	Section
    8.1.65.	Judgments	6483






	Section
    8.2	Mandatory
    Prepayment	6583
	 	 
	 	ARTICLEARTICLE
    IX	 
	 	ACTIONS
    IN RESPECT OF THE LETTERS OF CREDIT	 
	 	 	 
	Section
    9.1	Actions
    in Respect of the Letters of Credit	6583
	 	 	 
	 	ARTICLEARTICLE
    X	 
	 	THE
    AGENTS	 
	 	 	 
	Section
    10.1 	Actions	6684
	Section
    10.2	Rights
    as a Lender	6684
	Section
    10.3	Lender
    Indemnification	6685
	Section
    10.4 	Exculpation	6786
	Section
    10.5	Reliance
    by Administrative Agent	6887





    iii


     


    

	Section
    10.6	Delegation
    of Duties	6987
	Section
    10.7	Resignation
    of Administrative Agent	6987
	Section
    10.8	Non-Reliance
    on Administrative Agent and Other Lenders	7088
	Section
    10.9	No Other
    Duties	7089
	Section
    10.10	Copies,
    etc.	7089
	Section
    10.11	Agency
    Fee	7189
	Section
    10.12	Lender
    ERISA Matters	7189
	Section
    10.13	Certain
    Erroneous Payments	89
			 
		ARTICLEARTICLE
    XI	 
		MISCELLANEOUS
    PROVISIONS	 
			 
	Section
    11.1	Waivers,
    Amendments, etc.	7190
	Section
    11.2	Notices	7291
	Section
    11.3	Payment
    of Costs and Expenses	7493
	Section
    11.4	Indemnification	7493
	Section
    11.5	Survival	7595
	Section
    11.6	Severability	7695
	Section
    11.7	Headings	7695
	Section
    11.8	Execution
    in Counterparts, Effectiveness, etc.	7695
	Section
    11.9	Governing
    Law; Entire Agreement	7695
	Section
    11.10	Successors
    and Assigns	7695
	Section
    11.11	Sale
    and Transfer of Advances and Note; Participations in Advances	7696






	Section
    11.11.1.	Assignments	7796
	Section
    11.11.2.	Participations	8099
	Section
    11.11.3.	Register	80100






	Section
    11.12	Other
    Transactions	81100
	Section
    11.13	Forum
    Selection and Consent to Jurisdiction	81100
	Section
    11.14	Process
    Agent	82101
	Section
    11.15	Judgment	82101
	Section
    11.16	No Liability
    of the Issuing Banks	83102
	Section
    11.17	Waiver
    of Jury Trial	83102
	Section
    11.18	Confidentiality	83103
	Section
    11.19	No Fiduciary
    Relationship	84104
	Section
    11.20	Electronic
    Execution of Assignments and Certain Other Documents	104
	Section
    11.201	Contractual
    Recognition of Bail-In	84104





    iv


     


    


SCHEDULES


 


SCHEDULE I           -         Amendment
Effective Date Commitments

SCHEDULE II -       Disclosure Schedule


SCHEDULE III        Notices


SCHEDULE III -IV  Beneficiary
Parties


EXHIBITS


 





	Exhibit
    A	Form of Note
	Exhibit
    B-1	Form of Borrowing Request (Revolving Credit Borrowings)
	Exhibit
    B-2	Form of Borrowing Request (Swing Line Borrowings)
	Exhibit
    C	Form of Interest Period Notice
	Exhibit
    D	Form of Lender Assignment Agreement
	Exhibit
    E	Form of Commitment Increase 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


     


    

CREDIT AGREEMENT


 


THISThis
CREDIT AGREEMENT, dated as ofas
amended and restated on October 12, 20171 , (as
amended on May 24, 2019, May 7, 2020, July 28, 2020, February
12, 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 “Lender Parties”) and NORDEA
BANK ABP (PUBL),
NEW YORK BRANCH (“Nordea”), as administrative agent (in such capacity, the “Administrative Agent”)
for the Lender Parties.


 


WHEREAS, the Borrower desires
tohas obtained
Commitments from the Lender Parties pursuant to which Advances have
been and will be made to the Borrower and Letters of Credit will be issued for the account of the Borrower and its Subsidiaries,
in a maximum aggregate principal amount and Available Amount together at any one time outstanding not to exceed (x)
$1,1550,000,0002,
from time to time prior to the Termination Date; and with
respect to Non-Extended Commitments and (y) $1,110,200,000, from time to time prior to the Termination Date with respect to Extended
Commitments, in each case, subject to increase or reduction in accordance with the terms of this Agreement; and


 


WHEREAS, the Lender Parties are willing, on the
terms and subject to the conditions hereinafter set forth (including Article IV), to extend Advances to, and, in the
case of the Issuing Banks, to issue Letters of Credit for the account of, the Borrower; and


 


WHEREAS, the proceeds of such Advances will
bemade on the Effective Date were used for
refinancing the Existing Credit Facility and, on and after the Effective
Date, have been and will be used for 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):


 


 






1
This conformed copy reflects the amendments dated as of May 24, 2019, May 7,
2020, July 28, 2020, and February 12, 2021.


 


2 Increased
to $1,550,000,000 on March 27, 2020.


    1


     


    


“2021
Extension Amendment” means that certain Amendment to Credit 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.


 


“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) in the case of Advances denominated in Dollars, the account of the Agent maintained by the Administrative Agent
at Nordea at its office at 437 Madison Ave, 21st Floor, New York, NY 10022, Account No. 300030007278532, ABA 026 010 786,
swift code  NDEAUS3N, for credit to: Credit Administration Department, (b) in the case of Advances denominated in any
Committed Currency, the account of the Administrative Agent designated in writing from time to time by the Administrative Agent
to the Borrower and the Lender Parties for such purpose and (c) in any such case, 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 Lender Parties for such
purpose.


 


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


 


“Advance” means a Revolving Credit
Advance or a Swing Line 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.





    2


     


    



“Agents” means (a) the Administrative
Agent and (b) the Lenders listed as the syndication agents and documentation 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 Credit 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.


 


“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)       (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)       (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)       (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.





    3


     


    



“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

 and Swing Line

 Advances
	Level 1

A- or A3 (or higher)	 	0.000%	 	0.795%
	Level 2

BBB+ or Baa1	 	0.000%	 	0.900%
	Level 3

BBB or Baa2	 	0.000%	 	1.000%
	Level 4

BBB- or Baa3	 	0.100%	 	1.100%
	Level 5

BB+ or Ba1 (or lower)	 	0.300%	 	0.700%	 	1.300%	 	1.3700%


 


“Applicable Percentage” 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 Percentage for 

Non-Extended

 Commitments	 	Applicable Percentage for

 Extended Revolving Credit

 Commitments
	Level 1

A- or A3 (or higher)	 	0.080%
	Level 2

BBB+ or Baa1	 	0.100%
	Level 3

BBB or Baa2	 	0.125%
	Level 4

BBB- or Baa3	 	0.150%
	Level 5

BB+ or Ba1 (or lower)	 	0.200%	 	0.300%





    4


     


    

“Arrangers” means the joint lead
arrangers listed on the cover page to this Agreement.


 


“Authorized Officer” means those
officers of the Borrower authorized to act with respect to the Loan Documents and whose signatures and incumbency shall have been
certified to the Administrative Agent by the Secretary or an Assistant Secretary of the Borrower.


 


“Available Amount” of any Letter
of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance
at such time with all conditions to drawing).


 


“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 published by the Wall Street Journal, from time to time, as the prime lending rate in effect on such day;


 


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


 


(c)       
 (i) the rate per annum appearing on Reuters LIBOR01 Page (or any successor page) as the London interbank offered rate for
deposits in Dollars (“LIBOR”), at approximately 11:00 A.M. (London time) on such date or (ii) if for any
reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/1000 of 1% per annum, if
such average is not such a multiple) of the rate per annum at which deposits in Dollars is offered by the principal office of each
of the Reference Lenders in London, England to prime banks in the London interbank market at 11:00 A.M. (London time)
on such date in an amount substantially equal to such Reference Lender’s LIBO Rate Advance comprising part of such Revolving
Credit Borrowing to be outstanding, in each case for a period of one month (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1.00%; provided that if the rate determined under clause (i) or (ii) above
shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


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




    5


     


    

“Beneficiary Party” means the
Administrative Agent and each agent, trustee or other representative for each agreement listed on Schedule IIIIV
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 Revolving
Credit Borrowing or a Swing Line Borrowing.


 


“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 and banks are open
for business in London and in the country of issue of the currency of such LIBO Rate Advance (or, in the case of an Advance denominated
in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open).


 


“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.


 


“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





    6


     


    


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.


 


“Closing Date” is defined in
Section 4.1.


 


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


 


“Commitment” means a Revolving
Credit Commitment, a Letter of Credit Commitment or a Swing Line Commitment.


 


“Commitment Termination Event”
means:


 


(a)       any
Event of Default described in clauses (b) through (d) of Section 7.1.6 shall occur with
respect to the Borrower;


 


(b)       the
occurrence and continuance of any Event of Default (other than as described in clause (a) above) and the giving
of notice by the Administrative Agent, acting at the direction of the Required Lenders, to the Borrower that the Commitments have
been terminated; or


 


(c)       the
occurrence and continuance of a Prepayment Event and the giving of notice by the Administrative Agent, acting at the direction
of the Required Lenders, to the Borrower that the Commitments have been terminated.


 


“Committed Currencies” means
Sterling and Euros.


 


“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 Revolving Credit Advances of one Type into Revolving Credit Advances
of the other Type pursuant to Section 2.9.





    7


     


    



“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 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.


 


“Declining
Lender” has the meaning specified in Section 2.16(b).


 


“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(d), 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, any Issuing Bank,
any Swing Line Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swing Line Advances) within two Business Days of the date when due, (b) has notified the Borrower,
the Administrative Agent or any Issuing Bank or Swingline Lender 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-iIn
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



    8


     


    


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(d)) upon delivery of written notice of such determination to the
Borrower, each Issuing Bank, each Swing Line Bank and each Lender.


 


“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.


 


“DNB” means DNB Capital LLC.


 


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


 


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






    9


     


    


 “Effective
Date” means October 12, 2017.


 


“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.


 


“Equivalent” (i) in Dollars
of any Committed Currency on any date, means the quoted spot rate at which the Administrative Agent’s principal office in
London offers to exchange Dollars for such Committed Currency in London prior to 11:00 A.M. (London time) on such date and
(ii) in any Committed Currency of Dollars on any date, means the quoted spot rate at which the Administrative Agent’s
principal office in London offers to exchange such Committed Currency for Dollars in London prior to 11:00 A.M. (London time)
on such date.


 


“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.


 


 “Euro” means the lawful currency
of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended
from time to time and as referred to in the legislative measures of the European Council for the introduction of, changeover to
or operation of a single or unified European currency.


 


“Event of Default” is defined
in Section 7.1.


 


“Existing Credit Facility” means
the Credit Agreement, dated as of November 19, 2010 (as amended and restated by the Assignment and Amendment to the Credit
Agreement, dated as of August 23, 2013 and as further amended by the Amendment No. 1 to Amended and Restated Credit Agreement,
dated as of July 10, 2015) among the Borrower, the lenders parties thereto and Nordea Bank Finland plc, New York Branch, as
administrative agent.


 


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


 


“Extended
Advance” means an Extended Revolving Credit Advance or a Swing Line Advance. As of the Amendment Effective Date, the Extended
Advances are entirely comprised of Extended Revolving Credit Advances.


 


“Extended
Commitment” means an Extended Revolving Credit Commitment, a Letter of Credit Commitment or a Swing Line Commitment.


 


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


 


“Extended
Revolving Credit Advance” means (a) a Revolving Credit Advance held by an Extended Lender or a Lender to whom such a Revolving
Credit Advance was assigned pursuant







    10


     


    



to
the terms of this Agreement or (b) a Revolving Credit Advance made with respect to a Non-Extended Commitment that was converted
into an Extended Revolving Credit Commitment pursuant to Section 2.14. As of the Amendment Effective Date and after giving effect
to the prepayments and commitment reductions that occurred on such date, the aggregate principal amount of Extended Revolving Credit
Advances is $980,104,957.95.


 


“Extended
Revolving Credit Commitment” means (a) a Revolving Credit Commitment held by an Extended Lender or a Lender to whom such
a Revolving Credit Commitment was assigned pursuant to the terms of this Agreement or (b) a Revolving Credit Commitment held by
a Lender that has converted its Non-Extended Commitment into an Extended Revolving Credit Commitment pursuant to Section 2.14.
As of the Amendment Effective Date and after giving effect to the prepayments and commitment reductions that occurred on such date,
the aggregate principal amount of Extended Revolving Credit Commitments is $1,110,200,000.


 


“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 of the quotations for such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Rate shall
be less than zero, such rate shall be deemed 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.


 


“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:






    11


     


    

(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.


 


“Fund” means any Person (other
than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“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, as the case









    12


     


    

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.


 


“Increased Commitment Date” is
defined in Section 2.14.


 


“Increasing Lenders” 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 Revolving Credit 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, and subject to clause (c) of this definition, such longer period as
the Borrower and the Lenders may agree, 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 (x) in the case of LIBO Rate
Advances denominated in a Committed Currency, the third Business Day prior to the first day of such Interest Period or (y) in
the case of LIBO Rate Advances denominated in Dollars, the second Business Day prior to the first day of such Interest Period,
select; provided, however, that:





    13


     


    



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


 


(b)       Interest
Periods commencing on the same date for LIBO Rate Advances comprising part of the same Revolving Credit 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)       the
Borrower shall not be entitled to select an Interest Period having duration of longer than twelve months unless, by 2:00 P.M. (New
York City time) on (x) in the case of LIBO Rate Advances denominated in a Committed Currency, the third Business Day prior
to the first day of such Interest Period or (y) in the case of LIBO Rate Advances denominated in Dollars, the second Business
Day prior to the first day of such Interest Period, each Lender notifies the Administrative Agent that such Lender will be providing
funding for such Revolving Credit Borrowing with such Interest Period (the failure of any Lender to so respond by such time being
deemed for all purposes of this Agreement as an objection by such Lender to the requested duration of such Interest Period); provided
that, if any or all of the Lenders object to the requested duration of such Interest Period, the duration of the Interest Period
for such Revolving Credit Borrowing shall be one, two, three, six or twelve months, as specified by the Borrower in the applicable
Notice of Revolving Credit Borrowing as the desired alternative to such requested Interest Period;


 


(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;


 


(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; and


 


(f)       the
Borrower may not select an Interest Period of seven days  more than twelve times in any calendar year.


 


“Issuance” with respect to any
Letter of Credit means the issuance, amendment, renewal or extension of such Letter of Credit.






    14


     


    

“Issuing Bank” means (a)
a Lender Party listed on Schedule I hereto with a Letter of Credit Commitment or,
(b) any other Lender acceptable to the Borrower in its discretion so long as such Lender expressly agrees to perform
in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as
an Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office (which information shall be recorded by
the Administrative Agent in the Register), or (c) or any office, branch,
subsidiary or Affiliate of the forgoing, in the case of each of the forgoing clauses (a) through (c), for so long as
such Issuing Bank or Lender, as the case may be, shall have a Letter of Credit Commitment.


 


“L/C Cash Collateral Account”
means an interest bearing cash collateral account to be established and maintained by the Administrative Agent, over which the
Administrative Agent (for the benefit of the Issuing Banks) shall have sole dominion and control, upon terms as may be satisfactory
to the Administrative Agent.


 


“L/C Exposure” means, at any
time, the sum of (a) the aggregate Available Amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all disbursements under Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The L/C Exposure of any Lender at any time shall be its Ratable Share of the total L/C Exposure at such time,
as may be adjusted in accordance with Section 2.15(a)(i)2.15(a)(i).


 


“L/C Related Documents” is defined
in Section 2.6(b)(i).


 


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


 


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


 


“Lender Parties” is defined in
the preamble.


 


“Letter of Credit” is defined
in Section 2.1(b).


 


“Letter of Credit Agreement”
is defined in Section 2.3(a).


 


“Letter of Credit Commitment”
means, with respect to each Issuing Bank, the obligation of such Issuing Bank to Issue Letters of Credit for the account of the
Borrower and its Subsidiaries in (a) the Dollar amount set forth opposite the Issuing Bank’s name on Schedule I
hereto under the caption “Letter of Credit Commitment”, (b) if such Issuing Bank has become a Lender hereunder
pursuant to an Added Lender Agreement, the Dollar amount set forth in such Added Lender Agreement or (c) if such Issuing Bank
has entered into one or more Lender Assignment Agreements, the Dollar amount set forth for such Issuing Bank in the Register maintained
by the Administrative Agent pursuant to Section 11.11.3 as such Issuing Bank’s “Letter of Credit Commitment”,
in each case as such amount may be reduced prior to such time pursuant to Section 2.5 or increased pursuant to Section 2.14.






    15


     


    


“Letter of Credit Facility” means,
at any time, an amount equal to the least of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments
at such time, (b) $175,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as such amount may be
reduced at or prior to such time pursuant to Section 2.5.


 


“LIBO Lending Office” means,
with respect to any Lender Party, the office of such Lender Party specified as its “LIBO Lending Office” in the Administrative
Questionnaire of such Lender Party (or, if no such office is specified, its Domestic Lending Office), or such other office of such
Lender Party as such Lender Party 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 Revolving Credit Borrowing, the rate per annum appearing on page LIBOR01
of the Reuters Screen (or any successor page) as the London interbank offered rate for (a) deposits in Dollars or Euros, as
applicable, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period or
(b) deposits in Sterling at approximately 11:00 A.M. (London time) on the first day of such Interest Period, in each
case for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded
upward to the nearest whole multiple of 1/1000 of 1% per annum, if such average is not such a multiple) of the rate per annum at
which deposits in Dollars or Euros, as applicable, is offered by the principal office of each of the Reference Lenders in London,
England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first
day of such Interest Period, or at which deposits in Sterling is offered by the principal office of each of the Reference Lenders
in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) on the first day of such
Interest Period, in each case in an amount substantially equal to such Reference Lender’s LIBO Rate Advance comprising part
of such Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period,
subject, however, to the provisions of Section 2.8; and 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 a Revolving
Credit Advance denominated in Dollars or a Committed Currency 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.


 


“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)2.8(c).


 


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





    16


     


    



“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 Party 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.


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“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.


 


“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.





    17


     


    



“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)       (a)
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” is defined
in Section 2.15(a).


 


“Non-Extending
Lender” has the meaning specified
in Section 2.16(b).


 


“Non-Extended
Advance” means a Revolving Credit Advance that is not an Extended Revolving Credit Advance. As of the Amendment Effective
Date, the aggregate principal amount of Non-Extended Advances is $143,237,281.05.


 


“Non-Extended
Commitment” means a Revolving Credit Commitment that is not an Extended Revolving Credit Commitment. As of the Amendment
Effective Date, the aggregate principal amount of Non-Extended Commitments is $162,250,000 and the Non-Extended Commitment of each
Lender is set forth on Schedule I hereto.


 


“Nordea” is defined in the preamble.


 


“Notice Date” has the meaning
specified in Section 2.16(b).


 


“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 Issuance” is defined
in Section 2.3(a).


 


“Notice of Revolving Credit Borrowing”
is defined in Section 2.2(a).


 


“Notice of Swing Line Borrowing”
is defined in Section 2.2(b).


 


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


 


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





    18


     


    



“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, 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.


 


“Participant” is defined in Section 11.11.2.


 


“Participant Register” is defined
in Section 11.11.2.


 


“Payment Office” means, for any
Committed Currency, such office of Nordea as shall be from time to time selected by the Administrative Agent and notified by the
Administrative Agent to the Borrower and the Lender Parties.


 


“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.


 


“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,




    19


     


    


supplemented or otherwise modified from time to time
(but always subject to the limitations in clause (b)).


 


“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 Revolving Credit Commitment at such time (or, if the Revolving Credit Commitments shall have been
terminated, such Lender’s Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator
of which is the aggregate amount of all Revolving Credit





    20


     


    



Commitments at such time (or, if the Revolving Credit
Commitments shall have been terminated, the aggregate amount of all Revolving Credit 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 percentage of the total Revolving Credit Commitments (disregarding any Defaulting Lender’s Revolving
Credit Commitments) represented by such Lender’s Revolving Credit Commitment.


 


“Reference Lenders” means Nordea,
DNB, BNP Paribas, The Bank of Nova Scotia and Skandinaviska Enskilda Banken AB (publ), and includes each replacement Reference
Lender appointed by the Administrative Agent pursuant to Section 2.8.


 


“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 Revolving Credit Advances or, if no such principal amount is then outstanding, Lenders that in
the aggregate have more than 50% of the Revolving Credit 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 Revolving Credit Commitments
of such Lender at such time.


 


“Rescindable
Amount” is defined in Section 2.11(d).


 


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


 


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


 


“Revolving Credit Borrowing”
means a borrowing consisting of simultaneousExtended
Revolving Credit Advances or Non-Extended Revolving Credit 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.


 


“Revolving Credit Borrowing
Minimum” means, in respect of Revolving Credit Advances denominated in Dollars, $5,000,000, in respect of Revolving
Credit Advances denominated in Sterling, £5,000,000 and, in respect of Revolving Credit Advances denominated in Euros,
 €5,000,000.


 


“Revolving Credit Borrowing Multiple”
means, in respect of Revolving Credit Advances denominated in Dollars, $1,000,000 in respect of Revolving Credit Advances denominated
in




    21


     


    




Sterling, £1,000,000 and, in respect of Revolving
Credit Advances denominated in Euros, €1,000,000.


 


“Revolving Credit Commitment”
means as to any Lender (a) the Dollar amount set forth opposite such Lender’s name on Schedule I hereto
as such Lender’s “Revolving Credit Commitment” or (b) if such Lender has become a Lender hereunder pursuant
to an Added Lender Agreement,  the Dollar amount set forth in such Added Lender Agreement or (c) 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, as such amount may be reduced pursuant to Section 2.5 or increased pursuant
to Section 2.14.


 


“Revolving Credit Exposure” means,
with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Credit Advances
and its L/C Exposure and Swing Line Exposure at such time.


 


“S&P” means Standard &
Poor’s Financial Services LLC, a wholly-owned subsidiary of The McGraw-Hill Financial Inc.


 


“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, 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)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.


 


“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.





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“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 and the Applicable Percentage 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 and the Applicable Percentage
will be set in accordance with Level 5 under the definition of “Applicable Margin” or “Applicable
Percentage”, as the case may be, 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 and the Applicable Percentage
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.


 


“Sterling” means the lawful currency
of the United Kingdom of Great Britain and Northern Ireland.


 


“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






    23


     


    


amount of any reduction thereof resulting
from such change shall be added back to Stockholders’ Equity;


 


(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.


 


“Swing Line Advance” means an
advance made by the Swing Line Bank pursuant to Section 2.1(c) or any Lender pursuant to Section 2.2(b).


 


“Swing Line Bank” means Nordea
Bank Abp, filial i Norge.





    24


     


    



“Swing Line Borrowing” means
a borrowing consisting of a Swing Line Advance made by the Swing Line Bank.


 


“Swing Line Commitment” means
the amount set forth opposite the Swing Line Bank’s name on Schedule I hereto, as such amount may be reduced
pursuant to Section 2.5.


 


“Swing Line Exposure” means,
at any time, the aggregate principal amount of all Swing Line Advances outstanding at such time.  The Swing Line Exposure
of any Lender at any time shall be its Ratable Share of the total Swing Line Exposure at such time, as may be adjusted in accordance
with Section 2.15(a)(i)2.15(a)(i).


 


“Swing Line Facility” is defined
in Section 2.1(c).


 


“Taxes” is defined in Section 3.6.


 


“Termination Date” means (i)
with respect to the Non-Extended Commitments and the Non-Extended Advances, the earliest of (a)
October 12, 2022, subject to the extension thereof pursuant to Section 2.16, (b) the date of termination in whole
of the Non-Extended Commitments pursuant to Section 2.5
and (c) the date on which any Commitment Termination Event occurs; provided, however, that the Termination Date
with respect to any Non-Extended Advance orand
Non-Extended Commitment of any Lender that does not consent to any requested extension pursuant to Section 2.16
shall be the Termination Date in effect with respect to such Non-Extended
Advance and Non-Extended Commitment immediately prior to the applicable Extension Date for all purposes of this Agreement, and
(ii) with respect to the Extended Commitments and the Extended Advances, the earliest of (a) April 12, 2024, subject to the
extension thereof pursuant to Section 2.16, (b) the date of termination in whole of the Extended Commitments pursuant
to Section 2.5 and (c) the date on which any Commitment Termination Event occurs; provided, however, that the Termination
Date with respect to any Extended Advance and Extended Commitment of any Lender that does not consent to any requested extension
pursuant to Section 2.16 shall be the Termination Date in effect with respect to such Extended Advance and Extended Commitment
immediately prior to the applicable Extension Date for all purposes of this Agreement.


 


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


 


“Unissued Letter of Credit Commitment”
means, with respect to any Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit for the account of the
Borrower or any of its Subsidiaries in an amount equal to the excess of (a) the amount of its Letter of Credit Commitment
over (b) the aggregate Available Amount of all Letters of Credit issued by such Issuing Bank.


 


“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.


 


“Unused Commitment” means, with
respect to each Lender at any time, (a) such Lender’s Revolving Credit Commitment at such time minus (b) the
sum of (i) the aggregate principal amount of all Advances made by such Lender (in its capacity as a Lender, and not as a Swing
Line Bank) and outstanding at such time, plus (ii) such Lender’s Ratable Share of (A) the aggregate Available
Amount of all the Letters of Credit outstanding at such time, (B) the aggregate principal amount of all Advances made by each
Issuing Bank pursuant to Section 2.3(c) that have not been ratably funded by such Lender and outstanding at such
time and (C) the aggregate principal amount of all Swing Line Advances then outstanding.


 


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


 


“Voting Stock” means shares of
capital stock of the Borrower of any class or classes (however designated) that have by the terms thereof normal voting power to
elect the members of the Board of Directors of the Borrower (other than voting power upon the occurrence of a stated contingency,
such as the failure to pay dividends).


 


“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          Section
1.2 Use of Defined Terms.  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 Revolving Credit Borrowing, Notice of Swing Line Borrowing, Notice of Issuance, notice and
other communication delivered from time to time in connection with this Agreement or any other Loan Document.


 


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





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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 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 and Letters of Credit.




 



(a)       The
Advances and Letters of Credit. (a) Revolving
Credit Advances.  Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit
Advances to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date applicable
to such Lender in an amount (based in respect of any Revolving Credit Advances to be denominated in a Committed Currency by reference
to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) not to
exceed such Lender’s Unused Commitment.  Each Revolving Credit Borrowing shall be in an amount not less than the Revolving
Credit Borrowing Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall consist of Revolving Credit Advances
of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Revolving





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Credit Commitments.  Within the limits of each
Lender’s Revolving Credit Commitment, the Borrower may borrow under this Section 2.1(a)2.1(a),
prepay pursuant to Section 2.10 and reborrow under this Section 2.1(a).2.1(a)
(it being understood that (i) Non-Extended Advances may not be prepaid pursuant to Section 2.10 unless the outstanding principal
amount of Extended Advances is zero before giving effect to such prepayment and (ii) until the Termination Date with respect to
the Non-Extended Commitments, the Borrower may not borrow Extended Advances if there are unused Non-Extended Commitments available
at such time).


 





(c)       (b)
Letters of Credit.  Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in
reliance upon the agreements of the Lenders set forth in this Agreement, to Issue letters of credit (each, a “Letter of
Credit”) denominated in Dollars or a Committed Currency for the account of the Borrower and its Subsidiaries from time
to time on any Business Day during the period from the Closing Date until 30 days before the latest Termination Date in effect
at the date of issuance thereof in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in
a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice
of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the
Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for
each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders at such time; provided
that no Letter of Credit shall have an expiration date later than five Business Days prior to the Termination Date of Lenders having
Commitments in an amount equal to or exceeding the available undrawn amount of all Letters of Credit after giving effect to the
issuance of such Letter of Credit.  No Letter of Credit shall have an expiration date (including all rights of the Borrower
or the beneficiary to require renewal) later than five Business Days before the latest Termination Date.  Within the limits
referred to above, the Borrower may from time to time request the Issuance of Letters of Credit under this Section 2.1(b).


 


(d)       (c)
The Swing Line Advances.  The Swing Line Bank agrees, on the terms and conditions hereinafter set forth,
to make Swing Line Advances denominated in Dollars to the Borrower from time to time on any Business Day during the period from
the Closing Date until the Termination Date applicable to the Swing Line Bank in an aggregate principal amount (i) for all
Swing Line Advances made by the Swing Line Bank not to exceed at any time the lesser of (x) $150,000,000 (the “Swing
Line Facility”) and (y) the Swing Line Bank’s Swing Line Commitment at such time and (ii) in an amount
for each such Advance not to exceed the Unused Commitments of the Lenders on such Business Day.  No Swing Line Advance shall
be used for the purpose of funding the payment of principal of any other Swing Line Advance.  Each Swing Line Borrowing shall
be in an amount of $1,000,000 or an integral multiple thereof.  Within the limits of the Swing Line Facility and within the
limits referred to in clause (ii) above, the Borrower may borrow under this Section 2.1(c), prepay pursuant
to Section 2.10 and reborrow under this Section 2.1(c).





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Section 2.2           Section
2.2 Making the Advances. (a) (a)
Except as otherwise provided in Section 2.2(b) or Section 2.3(c), each Revolving Credit
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 Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of LIBO
Rate Advances denominated in Dollars, (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of LIBO Rate Advances denominated in
any Committed Currency, or (z) 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing
in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent by telecopier,
which shall give to each Lender prompt notice (in the case of a proposed Revolving Credit Borrowing consisting of Base Rate Advances,
by 12:00 P.M. (New York City time)) thereof by telecopier or electronic mail.  Each such notice of a Revolving Credit
Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed promptly in writing, or
telecopier in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such
Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing and
portion of the Advances comprising such Revolving Credit Borrowing that will be Extended Revolving Credit Advances and/or Non-Extended
Advances, (iii) aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit
Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Revolving Credit Advance. 
Each applicable Lender shall, before 11:00 A.M. (New York
City time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of LIBO Rate
Advances denominated in Dollars, before 1:00 P.M. (New York City time) on the date of such Revolving Credit Borrowing,
in the case of a Revolving Credit Borrowing consisting of Base Rate Advances and before 11:00 A.M. (London time) on the
date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of LIBO Rate Advances denominated
in any Committed Currency, 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 Revolving Credit 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 Revolving Credit Borrowing; provided, however, that, if such borrowing is denominated in Dollars, the Administrative
Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing
Line Bank and by any other Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued
and unpaid thereon to and as of such date, available to the Swing Line Bank and such other Lenders for repayment of such Swing
Line Advances.


 


(c)       (b)
Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on
the date of the proposed Swing Line Borrowing by the Borrower to the Swing Line Bank and the Administrative Agent, of which the
Administrative Agent shall give prompt notice to the Lenders.  Each such notice of a Swing Line Borrowing (a “Notice
of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing, or telecopier in substantially the form
of Exhibit B-2 hereto, specifying therein the requested (i) date of such Borrowing,





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(ii) amount of such Borrowing
and (iii) maturity of such Borrowing (which maturity shall be no later than the tenth day after the requested date of such
Borrowing).  The Swing Line Bank shall, before 4:00 P.M. (New York City time) on the date of such Swing Line Borrowing,
make the Swing Line Borrowing available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. 
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 Swing Line Borrowing.  Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative
Agent, each other Lender will purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other
Lender, such other Lender’s Ratable Share (after giving effect
to the reallocation provisions of this subsection) of such outstanding Swing Line Advance, by making available for the
account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the
Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of
such Swing Line Advance to be purchased by such Lender.  The Borrower hereby agrees to each such sale and assignment. 
Each Lender agrees to purchase its Ratable Share (after giving effect
to the reallocation provisions of this subsection) of an outstanding Swing Line Advance on (i) the Business Day
on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (New
York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is
given after such time.  Upon any such assignment by the Swing Line Bank to any other Lender of a portion of a Swing Line Advance,
the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of
such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to
such Swing Line Advance, this Agreement, the Notes or the Borrower.  If and to the extent that any Lender shall not have so
made the amount of such Swing Line Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative
Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have
made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the Federal
Funds Rate.  If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any
Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business
Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank
shall be reduced by such amount on such Business Day. If the Termination
Date shall have occurred in respect of any Revolving Credit Commitments at a time when any other Revolving Credit Commitments are
in effect with a later Termination Date, then on the earliest occurring Termination Date all then-outstanding Swing Line Advances
shall be repaid in full (and there shall be no adjustment to the participations in such Swing Line Advances as a result of the
occurrence of such earliest Termination Date); provided, however, that if on the occurrence of such earliest Termination Date (after
giving effect to any repayments of Revolving Credit Advances and any reallocation of Letter of Credit participations as





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contemplated
in Section 2.3(b)), there shall exist sufficient unutilized Revolving Credit Commitments so that the respective outstanding Swing
Line Advances could be incurred pursuant to such Revolving Credit Commitments which will remain in effect after the occurrence
of such earliest Termination Date, then there shall be an automatic adjustment on such date of the risk participations of each
Lender holding such unutilized Revolving Credit Commitments and such outstanding Swing Line Advances shall be deemed to have been
incurred solely pursuant to such relevant Revolving Commitments of such unutilized Revolving Credit Commitments and such Swing
Line Advances shall not be so required to be repaid in full on such earliest Termination Date.


 


(d)       (c)
Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not
select LIBO Rate Advances for any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing is less
than the Revolving Credit Borrowing Minimum 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 Revolving Credit Borrowings.


 


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


 


(f)       (e)
Unless the Administrative Agent shall have received notice from aan
applicable Lender or the Swing Line Bank prior to the time of any Revolving Credit Borrowing or Swing Line Borrowing,
as the case may be, that such Lender or the Swing Line Bank will not make available to the Administrative Agent such Lender’s
or the Swing Line Bank’s ratable portion of such Revolving Credit Borrowing or Swing Line Borrowing, as the case may be,
the Administrative Agent may assume that such Lender or the Swing Line Bank has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with subsection (a) or (b) of this Section 2.2,
as applicable, 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 or the Swing Line Bank 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 or the
Swing Line Bank, (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred
by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed Currencies.  If such
Lender or the Swing Line Bank shall repay to the Administrative Agent such





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corresponding amount, such amount so repaid
shall constitute such Lender’s or the Swing Line Bank’s Advance as part of such Borrowing for purposes of this Agreement.


 


(g)       (f)
The failure of any Lender to make the Revolving Credit 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 Revolving Credit Advance on the date of such Revolving
Credit Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Advance to
be made by such other Lender on the date of any Revolving Credit Borrowing.


 


(h)       (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, the Swing Line Bank and each Issuing Bank to replace such Lender on terms acceptable to
the Borrower and to have such bank or other financial institution replace such Lender.


 


(i)       (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 Issuance of and Drawings and Reimbursement Under Letters of Credit. (a) (a) 
Request for Issuance.  (i) Each Letter of Credit shall be Issued upon notice, given not later than
11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter
of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing
Bank shall give the Administrative Agent, prompt notice thereof.  Each such notice by the Borrower of Issuance of a Letter
of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, specifying
therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter
of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit
and (E) form of such Letter of Credit, such Letter of Credit shall be Issued pursuant to such application and agreement for
letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a
 “Letter of Credit Agreement”).  If the requested form of such Letter of Credit is acceptable to such Issuing
Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw
and shall not include discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth
in Section 4.2, make such Letter of Credit available to the Borrower at its office referred to in Section 11.2
or as otherwise agreed with the Borrower in connection with such Issuance.  In the event and to the extent that the provisions
of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.





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(c)       (b)
Participations.  By the Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter
of Credit equal to such Lender’s Ratable Share (after giving effect
to the reallocation provisions of this subsection) of the Available Amount of such Letter of Credit.  The Borrower
hereby agrees to each such participation.  In consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Ratable
Share (after giving effect to the reallocation provisions of this subsection)
of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made,
or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed
to be an Advance to the Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 4.2. 
Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters
of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal
or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving
Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect
such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit
Commitment is amended pursuant to a Commitment Increase in accordance with Section 2.14, an assignment in accordance
with Section 11.11.1 or otherwise pursuant to this Agreement. If
the Termination Date in respect of any Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then
(i) if other Revolving Credit Commitments in respect of which the Termination Date shall not have occurred are then in effect,
such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders
to purchase participations therein and to make Advances and payments in respect thereof pursuant to this Agreement) under (and
ratably participated in by Lenders pursuant to) such other Revolving Credit Commitments up to an aggregate amount not to exceed
the aggregate principal amount of the unutilized amount of such other Revolving Credit Commitments at such time (it being understood
that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately
preceding clause (i), the Borrower shall cash collateralize or backstop any such Letter of Credit. Except to the extent of reallocations
of participations described in this Section 2.3(b) the occurrence of a Termination Date with respect to a given Revolving Credit
Commitment shall have no effect upon (and shall not diminish) the percentage participations of the Lenders in any Letter of Credit
issued before such Termination Date.


 


(d)       (c)
Drawing and Reimbursement.  The payment by an Issuing Bank of a draft drawn under any Letter of Credit
which is not reimbursed by the





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Borrower on the date made shall constitute
for all purposes of this Agreement the making by any such Issuing Bank of an Advance, which, in the case of a Letter of Credit
denominated in Dollars, shall be a Base Rate Advance in the amount of such draft, and, in the case of a Letter of Credit denominated
in a Commitment Currency, shall be a Base Rate Advance in an amount equal to the Equivalent of Dollars of such Committed Currency
determined on the date of such drawing, without regard to whether the making of such an Advance would exceed such Issuing Bank’s
Unused Commitment.  Each Issuing Bank shall give prompt notice of each drawing under any Letter of Credit Issued by it to
the Borrower and the Administrative Agent.  Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative
Agent and the Borrower, each Lender shall pay to the Administrative Agent such Lender’s Ratable Share (after
giving effect to the reallocation provisions of Section 2.3(b)) of such outstanding Advance pursuant to Section 2.3(b). 
Each Lender acknowledges and agrees that its obligation to make Advances pursuant to this paragraph in respect of Letters of Credit
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension
of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Promptly after
receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank.  Each Lender agrees to fund its
Ratable Share of(after
giving effect to the reallocation provisions of Section 2.3(b)) of an outstanding Advance on (i) the Business
Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York
City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given
after such time.  If and to the extent that any Lender shall not have so made the amount of such Advance available to the
Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Administrative
Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable.  If such Lender shall
pay to the Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in
respect of principal shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.


 


(e)       (d)
Letter of Credit Reports.  Each Issuing Bank shall furnish (A) to the Administrative Agent and
each Lender (with a copy to the Borrower) on the first Business Day of each month a written report summarizing Issuance and expiration
dates of Letters of Credit Issued by such Issuing Bank during the preceding month and drawings during such month under all Letters
of Credit and (B) to the Administrative Agent and each Lender (with a copy to the Borrower) on the first Business Day of each
calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter
of all Letters of Credit Issued by such Issuing Bank.





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(f)       (e)
Failure to Make Advances.  The failure of any Lender to make the Advance to be made by it on the date
specified in Section 2.3(c) shall not relieve any other Lender of its obligation hereunder to make its Advance
on such date, 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 such date.


 


Section 2.4          Section
2.4 Fees. (a) (a) 
Facility Fee.  The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility
fee on the aggregate amount of such Lender’s Revolving Credit Commitment from the Effective Date in the case of each Lender
party hereto on the Effective Date and from the effective date specified in the Added Lender Agreement or in the Lender Assignment
Agreement pursuant to which it became a Lender in the case of each other Lender until the Termination Date applicable to such Lender
at a rate per annum equal to the relevant Applicable Percentage
in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing
December 31, 2017, and on the Termination Date applicable to such Lender; provided that no Defaulting Lender shall be entitled
to receive any facility fee in respect of its Revolving Credit Commitment for any period during which that Lender is a Defaulting
Lender (and the Borrower shall not be required to pay such fee that otherwise would have been required to have been paid to that
Defaulting Lender), other than a facility fee, as described above, on the aggregate principal amount of Advances funded by such
Defaulting Lender outstanding from time to time.


 


(c)       (b)
Letter of Credit Fees. (i) (i) 
The Borrower shall pay to the Administrative Agent for the account of each Lender a commission on such Lender’s
Ratable Share (after giving effect to the reallocation provisions of
Section 2.3(b)) of the average daily aggregate Available Amount of all Letters of Credit issued for the account of the
Borrower or any of its Subsidiaries and outstanding from time to time at a rate per annum equal to the Applicable Margin for LIBO
Rate Advances made by such Lender in effect from time to
time during such calendar quarter, payable in arrears quarterly on the last day of each March, June, September and December,
commencing with the quarter ended December 31, 2017, and on the Termination Date applicable to such Lender; provided,
that no Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit for any period during which
that Lender is a Defaulting Lender (and the Borrower shall not be required to pay such commission to that Defaulting Lender but
shall pay such commission as set forth in Section 2.15);


 


(iii)       (ii)
The Borrower shall pay to each Issuing Bank, for its own account, a fronting fee in an amount agreed between the
Borrower and such Issuing Bank and such other issuance fees, transfer fees and other fees and charges in connection with the Issuance
or administration of each Letter of Credit as the Borrower and such Issuing Bank shall agree.


 


Section 2.5          Section
2.5  Termination or Reduction of the Commitments.


 



(a)       Termination
or Reduction of the Commitments.(a) Ratable Termination or Reduction. 
The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole
or permanently





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reduce ratably (except
with respect to the reduction of Revolving Credit Commitments contemplated by the 2021 Extension Amendment and with respect to
any other reduction or termination of Extended Commitments) in part the Unused Commitments or the Unissued Letter of
Credit Commitments of the Lenders, provided;
provided that no termination or reduction of Non-Extended Commitments shall be made pursuant to this Section 2.5 unless the
Extended Commitments have been (or are concurrently being) terminated in full (other than any reduction of no more than 20% of
the Extended Revolving Credit Commitment held by a Lender immediately after the conversion of its Non-Extended Commitment into
an Extended Revolving Credit Commitment pursuant to Section 2.14 so long as such reduction is effected substantially concurrently
with such conversion and occurs no later than one week after the Amendment Effective Date); provided, further, that
each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.


 


(c)       (b)
Termination of Defaulting Lender.  The Borrower shall be entitled at any time to (i) terminate
the Unused Commitment of any Lender that is a Defaulting Lender (determined after giving effect to any reallocation of such Defaulting
Lender’s L/C Exposure and Swing Line Exposure, as provided in Section 2.15) (the “Defaulted Commitments”)
upon prior notice of not less than one Business Day to the Administrative Agent (which shall promptly notify the Lenders thereof),
and/or (ii) replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting Lender with Commitments
of another financial institution reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank,
provided that (x) each such assignment shall be either an assignment of all of the rights and obligations of the Defaulting
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 Defaulting Lender under this Agreement with
respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y) concurrently with such assignment,
either the Borrower or one or more assignees shall pay for the account of such Defaulting Lender an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such Defaulting Lender, together with accrued interest thereon
to the date of payment of such principal amount and all other amounts payable to such Defaulting Lender under this Agreement. 
In either such event, the provisions of Section 2.15(e) shall apply to all amounts thereafter paid by the Borrower
or such assignees for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, facility
fees, Letter of Credit commissions or other amounts), provided that (i) no Default and no Prepayment Event shall have
occurred and be continuing and (ii) such termination or assignment shall not be deemed to be a waiver or release of any claim
the Borrower, the Administrative Agent, each Issuing Bank, the Swing Line Bank or any Lender may have against such Defaulting Lender.


 


Section 2.6          Section
2.6 Repayment of Advances and Letter of Credit Drawings. (a) (a) 
Revolving Credit Advances.  The Borrower shall repay to the Administrative Agent for the account of each
Lender on the relevant Termination Date applicable to such
Lender the




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aggregate principal amount of the Non-Extended
Advances and Extended Revolving Credit Advances, as applicable,
made by such Lender and then outstanding.


 


(c)       (b)
Letter of Credit Drawings.  The obligations of the Borrower under any Letter of Credit Agreement and
any other agreement or instrument relating to any Letter of Credit issued for the account of the Borrower or any of its Subsidiaries
shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter
of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following
circumstances (it being understood that any such payment by the Borrower is without prejudice to, and does not constitute a waiver
of, any rights the Borrower might have or might acquire as a result of the payment by any Issuing Bank of any draft or the reimbursement
by the Borrower thereof):


 


(i)       any
lack of validity or enforceability of this Agreement, any Note, any Letter of Credit Agreement, any Letter of Credit or any other
agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);


 


(ii)       any
change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect
of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;


 


(iii)       the
existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee
of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, the
Administrative Agent, any Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related
Documents or any unrelated transaction;


 


(iv)       any
statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;


 


(v)        payment
by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with
the terms of such Letter of Credit;


 


(vi)       any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any
guarantee, for all or any of the obligations of the Borrower in respect of the L/C Related Documents; or


 


(vii)      any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any
other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor.





    37


     


    



(d)       (c)
Swing Line Advances.  The Borrower shall repay to the Administrative Agent for the ratable account
of the Swing Line Bank and each other Lender which has made a Swing Line Advance the outstanding principal amount of each Swing
Line Advance made to it by each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing
(which maturity shall be no later than ten days after the requested date of such Borrowing) and the Termination Date applicable
to the Swing Line Bank.


 


Section 2.7          Section
2.7 Interest on Advances.  (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
or the Swing Line Bank, as the case may be, 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 Revolving Credit 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.


 


(iii)       Swing
Line Advances.  A rate per annum equal at all times to the result of (x) the Federal Funds Rate in effect from time
to time plus (y) the Applicable Margin for Swing Line Advances in effect from time to time, in each case payable in
arrears on the date such Swing Line Advance shall be paid in full.


 


(b)       Default
Interest.  After the date any principal amount of any Advance is due and payable (whether on the applicable Termination
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),
(a)(ii) or (a)(iii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Advance pursuant to clause (a)(i), (a)(ii) or (a)(iii) 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





    38


     


    


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          Section
2.8 Interest Rate Determination. (a) (a) 
Each Reference Lender agrees, if requested by the Administrative Agent, to furnish to the Administrative Agent timely
information for the purpose of determining each LIBO Rate.  If any one or more of the Reference Lenders shall fail to furnish
in a timely manner such information to the Administrative Agent for any such interest rate, the Administrative Agent shall determine
such interest rate on the basis of the information furnished by the remaining Reference Lenders (provided, that, if all of the
Reference Lenders other than the Administrative Agent fail to supply the relevant quotations, the interest rate will be fixed
by reference only to the quotation obtained by the Administrative Agent in its capacity as a Reference Lender).  If a Reference
Lender ceases for any reason to be able and willing to act as such, the Administrative Agent shall, at the direction of the Required
Lenders and after consultation with the Borrower and the Lenders, appoint a replacement for such Reference Lender reasonably acceptable
to the Borrower, and such replaced Reference Lender shall cease to be a Reference Lender hereunder.  The Administrative Agent
shall furnish to the Borrower and to the Lenders each determination of the LIBO Rate (it being understood that the Administrative
Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference
Lender or any rate quoted by a Reference Lender, including, without limitation, whether a Reference Lender has provided a rate
or the rate provided by any individual Reference Lender).


 


(c)       (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.


 


(d)       (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 baseis
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 withwhich
LIBOR or the LIBOR Screen





    39


     


    


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)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 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) (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) clause (c)
(c) of the definition of “Base Rate”
in Section 1.1 1.1
shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke andy
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





    40


     


    

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 Revolving Credit 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 Revolving Credit Advances denominated in Dollars of one Type comprising the same Borrowing into Revolving
Credit Advances denominated in Dollars 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 Revolving Credit Advances shall result in more separate Revolving Credit 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 Dollar denominated Revolving Credit Advances to be Converted, and (iii) if such Conversion is into LIBO Rate
Advances, the 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 Prepayments of Advances. (a) (a) Optional. 
The Borrower may, upon notice at least three Business Days prior to the date of such prepayment, in the case of LIBO Rate Advances
denominated in a Committed Currency, at least two Business Days prior to the date of such prepayment, in the case of LIBO Rate
Advances denominated in Dollars, 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 or Swing Line 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 Commitment into an Extended Revolving Credit
Commitment 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 (A) each partial prepayment of LIBO Rate Advances shall be in an aggregate principal
amount of not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple 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 and (B) each partial prepayment of Swing Line Advances shall be in an aggregate principal
amount of not less than $1,000,000.




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Notwithstanding the foregoing, the
Borrower shall not be permitted to prepay Non-Extended Advances pursuant to this Section 2.10 unless the outstanding principal
amount of Extended Advances is zero before giving effect to such prepayment (other than any repayment of no more than 20% of the
outstanding Advances held by a Lender converting its Non-Extended Commitment into an Extended Revolving Credit Commitment pursuant
to Section 2.14 substantially concurrently with such conversion that occurs no later than one week after the Amendment Effective
Date).


 


(c)       (b)
Mandatory. (i) (i) 
If, on the last day of any calendar month, the Administrative Agent notifies the Borrower that, on any interest payment
date, the sum of (A) the aggregate principal amount of all Extended
Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then
outstanding and attributable to the Extended Revolving Credit Commitments
plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the
aggregate principal amount of all Extended Advances denominated
in Committed Currencies plus the Available Amount of all Letters of Credit denominated in Committed Currencies then outstanding
and attributable to the Extended Revolving Credit Commitments
exceeds 105% of the aggregate Extended Revolving Credit Commitments
of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within five Business Days after receipt
of such notice, prepay the outstanding principal amount of any Extended
Advances owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate
Extended Revolving Credit Commitments of the Lenders on such
date. Each prepayment made pursuant to this Section 2.10(b)(i) shall
be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of
any prepayment of a LIBO Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional
amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 3.4. 
The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Borrower
and the Lenders with Extended Revolving Credit Commitments.


 


(iii)       (ii)
If, on the last day of any calendar month, the Administrative
Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Non-Extended
Advances denominated in Dollars plus the aggregate Available Amount of all Letters of Credit denominated in Dollars then
outstanding and attributable to the Non-Extended Commitments plus (B) the Equivalent in Dollars (determined on the
third Business Day prior to such interest payment date) of the aggregate principal amount of all Non-Extended Advances denominated
in Committed Currencies plus the Available Amount of all Letters of Credit denominated in Committed Currencies then outstanding
and attributable to the Non-Extended Commitments exceeds 105% of the aggregate Non-Extended Commitments of the Lenders on such
date, the Borrower shall, as soon as practicable and in any event within five Business Days after receipt of such notice, prepay
the outstanding principal amount of any Non-Extended Advances owing by the Borrower in an aggregate amount sufficient to reduce
such sum to an amount not to exceed 100% of the aggregate Non-





    42


     


    



Extended Commitments of the Lenders on such date. Each
prepayment made pursuant to this Section 2.10(b) 2.10(b)(ii) shall
be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of
any prepayment of a LIBO Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional
amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 3.4. 
The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b) 2.10(b)(ii) to
the Borrower and the Lenders with Non-Extended Commitments.


 


Section 2.11          Section
2.11 Payments and Computations. (a) (a) 
The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts
relating to, Advances denominated in a Committed Currency), 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 Borrower shall make each payment hereunder with respect to principal of, interest
on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off,
not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency
to the Administrative Agent, by deposit of such funds to 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,
fees or commissions ratably (other than amounts payable pursuant to Section 2.4(b)(ii), 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 Party to such Lender Party 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 a Commitment Increase 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 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.


 


(c)       (b)
All computations of interest based on the Base Rate and of interest based on the LIBO Rate in respect of Advances
denominated in Sterling 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 in respect of Advances denominated in Dollars or Euros, as applicable,
or the Federal Funds Rate and of fees and Letter of Credit commissions 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




    43


     


    

excluding the last day) occurring in
the period for which such interest, fees or commissions are payable.  Each determination by the Administrative Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


(d)       (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, fee or commission, as the case may be.


 


(e)       (d)
Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment
is due to the Lender PartiesAdministrative
Agent for the account of the Lenders and/or Issuing Banks 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 and/or Issuing Banks, as the case may be, the amount then due
such Lender Party. If.



 


and to
the extent the Borrower shall not have so made suchWith
respect to any payment in full tothat
the Administrative Agent, each Lender Party shall makes
for the account of the Lenders and/or Issuing Banks 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 and/or Issuing Banks, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand suchthe
Rescindable aAmount
so distributed to such Lender Party
togetherand/or Issuing Bank, in immediately available
funds with interest thereon, for each day from and including
the date such amount is distributed to such Lender Party untilit
to but excluding the date such Lender Party repays such amountof
payment to the Administrative Agent, at (i)the
greater of the Federal Funds Rate in the case of Advances denominated in Dollars or
(ii) the cost of funds incurredand a rate determined
by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed
Currenciesaccordance 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.





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(f)       (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 funds to the Lender Parties 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 or into a Committed
Currency or from Dollars to a Committed Currency or from a Committed Currency to Dollars, as the case may be, 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 Lender Parties 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 Party 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 Party, and hold the Administrative Agent and each Lender Party harmless,
for any and all losses, costs and expenses incurred by the Administrative Agent or any Lender Party 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 Party 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 (wv) as
payment of an Advance made by an Issuing Bank pursuant to the first sentence of Section 2.3(c), (xw) as
a payment of a Swing Line Advance made by the Swing Line Bank that has not been participated to the other Lender Parties pursuant
to Section 2.2(b), (yx) pursuant
to Section 3.3, 3.4, 3.5, 3.6 or 3.7 or,
(zy) 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 Revolving Credit
Advances obtained by all the applicable Lender Parties, such
Lender Party shall forthwith purchase from the other applicable
Lender Parties such participations in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing
Lender Party 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 Party, such purchase from each Lender Party shall be rescinded and
such Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such recovery together with an
amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such Lender Party’s
required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount
paid or payable by the purchasing Lender Party in respect of the total amount so recovered.  The Borrower agrees that any
Lender Party so purchasing a participation from another Lender Party 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







    45


     


    

as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such participation.


 


Section 2.13           Section
2.13 Evidence of Debt.


 



(a)       (a)
Each Lender Party shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrower to such Lender Party resulting from each Advance owing to such Lender Party from time to time, including the amounts
of principal and interest payable and paid to such Lender Party 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 Revolving Credit Commitment
of such Lender.


 


(c)       (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 Party, 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 Added Lender Agreement and 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 Party hereunder and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder
and each Lender Party’s share thereof.


 


(d)       (c)
Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above,
and by each Lender Party in its account or accounts pursuant to subsection (a) (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 Party and, in the case of such account or accounts, such Lender Party, under this
Agreement, absent manifest error.


 


Section 2.14           Section
2.14 Increase in Aggregate Commitments. (a) (a) 
The Borrower shall have the right prior to the latest Termination Date then in effect, by notice to the Administrative
Agent, to effectuate from time to time an increase in the aggregate Extended
Revolving Credit Commitments under this Agreement with the consent of the Issuing Banks and the Swing Line Bank (such consent not
to be unreasonably withheld or delayed) (i) by adding to this Agreement one or more commercial banks or financial institutions
reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank (who shall, upon completion of the
requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”),
or (ii) by allowing one or more Lenders in their sole discretion to increase their respective Extended
Revolving Credit Commitments hereunder or convert their respective Non-Extended
Commitments hereunder into Extended Revolving Credit Commitments (each an “Increasing Lender”), so
that such added and increased Extended Revolving Credit





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Commitments shall equal the increase in the Extended Revolving Credit
Commitments effectuated pursuant to this Section 2.14; provided that (i) no added Extended
Revolving Credit Commitment shall be less than $10,000,000, (ii) no increase in or added Extended
Revolving Credit Commitments pursuant to this Section 2.14 shall result in aggregate Revolving Credit Commitments exceeding
$1,650,000,000, and (iii) no Lender’s Revolving Credit Commitment shall be increased or
converted under this Section 2.14 without the consent of such Lender.  The Borrower shall deliver to
the Administrative Agent on or before the effective date of any increase in the Extended
Revolving Credit Commitments of each of the following items with respect to each Added Lender and Increasing Lender:


 


(i)       a
written notice of the Borrower’s intention to increase the aggregate Extended
Revolving Credit Commitments pursuant to this Section 2.14, which shall specify each Added Lender and the amount of
such Added Lender’s Extended Revolving Credit Commitment
(if any), each Increasing Lender and the amount of the increase in or
conversion of such Increasing Lender’s Revolving Credit Commitment (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 or increases or
converts its Revolving Credit Commitment, 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.


 


(b)       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 “Increased Commitment Date”) and satisfaction
of the conditions set forth in clause (c) below, such new Lender shall constitute a “Lender” hereunder with
aan Extended
Revolving Credit Commitment as specified therein, or such Increasing Lender’s Extended
Revolving Credit Commitment shall increase (or be converted from a Non-Extended
Commitment) as specified therein, as the case may be.  Immediately upon the effectiveness of the addition of such
Added Lender or the increase in the(or
conversion to) the Extended Revolving Credit Commitment of such Increasing Lender under this Section 2.14,
(i) the respective Ratable Shares of the applicable
Lenders shall be deemed modified as appropriate to correspond to such changed aggregate Revolving Credit Commitments, and (ii) if
there are at such time outstanding any Extended Advances,
each Lender whose Ratable Share has been decreased as a result of the increase in the aggregate Extended
Revolving Credit Commitments shall be deemed to have assigned, without recourse, to each Added Lender and Increasing Lender such
portion of such Lender’s Revolving CreditExtended
Advances as shall be necessary to effectuate such adjustment in Ratable Shares.  Each Increasing Lender and Added Lender (A) shall
be deemed to have assumed such portion of such Revolving CreditExtended
Advances and (B) shall fund to each other applicable
Lender on the Increased Commitment Date the amount of Revolving CreditExtended
Advances assigned by it to such Lender.





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(c)       Conditions
to Effectiveness of Increases.  Notwithstanding the foregoing, the increase of or
conversion into Extended Revolving Credit Commitments pursuant to this Section shall not be effective with respect
to any Lender unless:


 


(i)       no
Default or Prepayment Event or event which with notice or lapse of time or both would become a Prepayment Event shall have occurred
and be continuing on the date of such increase and after giving effect thereto; and


 


(ii)       the
representations and warranties contained in this Agreement (excluding,
however, those contained in the last sentence of Section 5.6 in connection with any conversion into Extended Revolving Credit Commitments
pursuant to this Section that occurs no later than one week after the Amendment Effective Date) 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) on and as of the date
of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty
is expressly stated to have been made as of a specific date, as of such specific date).


 


Section 2.15          Section
2.15 Defaulting Lenders. (a) (a)  If
any L/C Exposure or Swing Line Exposure exists at the time a Lender becomes a Defaulting Lender, and the Commitments have not been
terminated in accordance with Section 7.3, then:


 


(i)       so
long as no Default and no Prepayment Event shall have occurred and be continuing, all or any part of the L/C Exposure or Swing Line
Exposure of such Defaulting Lender shall be reallocated among the Lenders that are not Defaulting Lenders (“Non-Defaulting
Lenders”) in accordance with their respective Ratable Shares (disregarding any Defaulting Lender’s Revolving Credit
Commitment and after giving effect to the reallocation provisions of
Sections 2.2(b) and 2.3(b)) but only to the extent that each Non-Defaulting Lender’s total Revolving Credit
Exposure does not exceed the Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation.  Subject
to Section 11.2011.21,
no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender
arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such
Non-Defaulting Lender’s increased exposure following such reallocation;


 


(ii)       if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within
three Business Days following notice by any Issuing Bank or the Swing Line Bank, first (x) cover the exposure of the Swing
Line Bank to such Defaulting Lender’s Swing Line Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
by prepaying Swing Line Advances in an amount sufficient to permit such reallocation to be effected completely or providing cash
collateral or a letter of credit to the Swing Line Bank, and second (y) cover the exposure of such Issuing Bank to such Defaulting
Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) by prepaying
Revolving Credit Advances in an amount sufficient to permit such reallocation to be





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effected completely or providing cash collateral
or a letter of credit to such Issuing Bank; provided that in each case of clauses (x) and (y) above, such
cash collateral or letter of credit shall be released promptly upon the earliest of, (A) so long as no Default and no Prepayment
Event shall have occurred and be continuing, the reallocation of the Defaulting Lender’s L/C Exposure and Swing Line Exposure
among Non-Defaulting Lenders in accordance with clause (i) above, (B) the termination of the Defaulting Lender status
of the applicable Lender or (C) the existence of excess cash collateral or letter of credit coverage (in which case, the amount
equal to such excess cash collateral or letter of credit coverage shall be released);


 


(iii)       if
the L/C Exposure of any Non-Defaulting Lender is reallocated pursuant to this Section 2.15(a)2.15(a),
then the fees payable to such Non-Defaulting Lender pursuant to Section 2.4(b)(i) shall be adjusted in accordance
with such Non-Defaulting Lender’s Ratable Share of the total L/C Exposure (after
giving effect to the reallocation provisions of Section 2.3(b)); and


 


(iv)       if
any Defaulting Lender’s L/C Exposure is neither cash collateralized nor reallocated pursuant to Section 2.15(a),
then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all letter of credit fees payable
under Section 2.4(b)(i) with respect to such Defaulting Lender’s Ratable Share of the total L/C Exposure
shall be payable to the Issuing Bank until such Defaulting Lender’s L/C Exposure is cash collateralized, backed by a letter
of credit and/or reallocated.


 


(b)       So
long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to Issue, amend or increase any Letter of Credit, and no
Swing Line Bank shall be required to make any Swing Line Advance, unless the Issuing Bank or the Swing Line Bank, as the case may be,
is satisfied that the related L/C Exposure or Swing Line Exposure, as the case may be, will be 100% covered by the Revolving Credit Commitments
of the Non-Defaulting Lenders, cash collateral or a letter of credit provided by the Borrower, and participating interests in any such
newly Issued or increased Letter of Credit or Swing Line Advance shall be allocated among Non-Defaulting Lenders in a manner consistent
with Section 2.15(a)(i) 2.15(a)(i) (and
Defaulting Lenders shall not participate therein).


 


(c)       No
Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided
in this Section 2.15, performance by the Borrower of its obligations shall not be excused or otherwise modified as
a result of the operation of this Section 2.15.  The rights and remedies against a Defaulting Lender under this
Section 2.15 are in addition to any other rights and remedies which the Borrower, the Administrative Agent, each Issuing
Bank, the Swing Line Bank or any Lender may have against such Defaulting Lender.


 


(d)       If
the Borrower, the Administrative Agent, the Swing Line Bank and each Issuing Bank 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





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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 Revolving Credit Exposure to be held on a pro rata basis by
the Lenders in accordance with their Ratable Shares (without giving effect to Section 2.15(a) Section 5.1
but after giving effect to the reallocation provisions of Sections 2.2(b) and 2.3(b)), 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.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, any payment of principal, interest, facility fees, Letter of Credit commissions
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, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender
to each Issuing Bank or the Swing Line Bank hereunder; third, if so determined by the Administrative Agent or requested
by each Issuing Bank, to be held as cash collateral for future funding obligations of such Defaulting Lender in respect of any
participation in any Letter of Credit; fourth, 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; fifth, if so determined
by the Administrative Agent and the Borrower, to be held in the L/C Cash Collateral Account and released in order to satisfy obligations
of such Defaulting Lender to fund Advances under this Agreement; sixth, to the payment of any amounts owing to the Lenders,
each Issuing Bank or the Swing Line Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing
Bank or the Swing Line Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; seventh, 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
eighth, to such Defaulting Lender or 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 or the related Letters of Credit were issued 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



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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.


 


Section 2.16          Section
2.16 Extension of Termination Date.


 



(a)       (a)
Requests for Extension.  The Borrower may, by notice to the Administrative Agent (who shall promptly
notify the applicable Lenders) not earlier than 60 days and
not later than 45 days prior to any anniversary of the ClosingEffective
Date, request that each Lender with an Extended Revolving Credit Commitment
and/or each Lender with a Non-Extended Commitment extend such Lender’s Termination Date for an additional one
year from the Termination Date then applicable to such Lender; provided that the Borrower may not extend the Termination
Date under this Section 2.16 on more than two occasions.


 


(c)       (b)
Lender Elections to Extend. Each Lender that
receives a request pursuant to clause (a) above, acting in its sole and individual discretion, shall, by notice to the
Administrative Agent given not later than the date (the “Notice Date”) that is 30 days prior to such anniversary,
advise the Administrative Agent whether or not such Lender agrees to such extension (and each such
Lender that determines not to so extend its Termination Date (a “Non-ExtendingDeclining
Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later
than the Notice Date) and any such Lender that does not so
advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-ExtendingDeclining
Lender.  The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.


 


(d)       (c)
Notification by Administrative Agent.  The Administrative Agent shall notify the Borrower of each Lender’s
determination under this Section no later than the date 25 days prior to the applicable anniversary of the ClosingEffective
Date (or, if such date is not a Business Day, on the immediately preceding Business Day).


 


(e)       (d)
Additional Commitment Lenders.  The Borrower shall have the right on or before the applicable anniversary
of the ClosingEffective
Date to replace each Non-ExtendingDeclining
Lender with, and add as “Lenders” under this Agreement in place thereof, one or more commercial banks or financial
institutions reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank (each, an “Additional
Commitment Lender”) as provided in Section 11.11 each of which Additional Commitment Lenders shall have entered
into a Lender Assignment Agreement pursuant to which such Additional Commitment Lender shall, effective as of



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such anniversary, undertake aan
Extended Commitment or a Non-Extended Commitment, as applicable
(and, if any such Additional Commitment Lender is already a Lender, its applicable
Commitment shall be in addition to such Lender’s applicable
Commitment(s) hereunder on such date); provided that no Non-ExtendingDeclining
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-ExtendingDeclining
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-ExtendingDeclining
Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to
such Non-ExtendingDeclining
Lender under this Agreement.


 


(f)       (e)
Minimum Extension Requirement.  If (and only if) the total of the Extended
Commitments and/or Non-Extended Commitments of the Lenders that have agreed so to extend their Termination Date and
the additional applicable Commitments of the Additional Commitment
Lenders shall be more than 50% of the aggregate amount of the Revolving CreditExtended
Commitments and/or Non-Extended Commitments, as the case may be,
in effect immediately prior to the applicable anniversary of the ClosingEffective
Date, then, effective as of such anniversary, the Termination Date of each Extendingwith
respect to the relevant Commitments and Advances of each consenting Lender and of each Additional Commitment Lender
shall be extended to the date falling one year after the latest Termination Date then in effect,
as applicable, for Extended Commitments and Extended Advances, on the one hand, or for Non-Extended Commitments and Non-Extended
Advances, on the other hand (except that, if such date is not a Business Day, such Termination Date as so extended shall
be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all
purposes of this Agreement.


 


(g)       (f)
Conditions to Effectiveness of Extensions.  Notwithstanding the foregoing, the extension of the Termination
Date pursuant to this Section shall not be effective with respect to any Lender unless:


 


(i)       no
Default or Prepayment Event or event which with notice or lapse of time or both would become a Prepayment Event shall have occurred
and be continuing on the date of such extension and after giving effect thereto; and


 


(ii)       the
representations and warranties contained in this Agreement are true and correct on and as of the date of such extension and after
giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date).


 


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





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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 the Reference Lenders
in their relevant market; or


 


(b)       by
reason of circumstances affecting the Reference Lenders’ relevant 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 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 Party 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





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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, 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 Party to any taxes, levies, duties, charges, fees, deductions or withholdings of any nature with respect to its commitment
to lend or to issue or participate in Letters of Credit and other commitments of such type or the issuance or maintenance of participations
in Letters or Credit (or similar contingent obligations) 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 Party (other than a change in taxation on the overall net income of such Lender Party) 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 Party 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 Party (provided that such Lender Party 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 Party any other condition affecting its commitment to lend or to issue or participate in Letters of Credit hereunder,
and the result of any of the foregoing is either (i) to increase the cost to such Lender Party of making Advances or of issuing
or participating in Letters of Credit or maintaining its Commitment or any part thereof, (ii) to reduce the amount of any
payment received by such Lender Party or its effective return hereunder or on its capital or (iii) to cause such Lender Party
to make any payment or to forego any return based on any amount received or receivable by such Lender Party hereunder, then and
in any such case if such increase or reduction in the opinion of such Lender Party materially affects the interests of such Lender
Party, (A) the Lender Party 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
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 Party, be otherwise
disadvantageous to such Lender Party and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for
the account of such Lender Party such





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amount as is necessary to compensate such Lender Party 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 Party’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 Party’s jurisdiction of organization or in the relevant jurisdiction in which such Lender Party does business. 
Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the
date that such Lender Party notifies the Borrower of the circumstance giving rise to such increased costs or reductions and of
such Lender Party’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 Party notifies the Borrower
of the circumstance giving rise to such cost or reductions and of such Lender Party’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


 


(b)       any
LIBO Rate Advances not being made in accordance with the Notice of Revolving Credit 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





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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 Party or any Person controlling such Lender Party, 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 Party is reduced to a level below that which such
Lender Party 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 Party to the Borrower, the Borrower shall immediately pay directly to
such Lender Party additional amounts sufficient to compensate such Lender Party 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 Party’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 Party does business.  In determining such amount, such Lender Party may use any method
of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable.  Each Lender Party agrees
to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different
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 Party, be otherwise disadvantageous to such Lender Party.  Failure or delay on the part of any Lender
Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to
demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for
any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower
of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided
further that, if the circumstance giving rise to such 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 Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’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 Party, taxes imposed on or measured by such Lender
Party’s net income or receipts and franchise taxes imposed in lieu of net income






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taxes or taxes on receipts, by the jurisdiction
under the laws of which such Lender Party is organized or any political subdivision thereof or the jurisdiction of such Lender
Party’s 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 Lender Parties such additional amount or amounts as is necessary to ensure that
the net amount actually received by each Lender Party will equal the full amount such Lender Party 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 Party with respect to any payment received by the Administrative Agent or such Lender Party hereunder, the
Administrative Agent or such Lender Party 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 Party 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 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
Party, be otherwise disadvantageous to such Lender Party.


 


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 Lender Parties,
the required receipts or other required documentary evidence, the Borrower shall indemnify the Lender Parties for any incremental
withholding Taxes, interest or penalties that may become payable by any Lender Party 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 Party 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 Party to or for the account of any Lender Party shall be deemed a payment by
the Borrower.





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If any Lender Party 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 Party 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 Party in connection with such refund, credit, deduction or reduction) as is equal
to the net after-tax value to such Lender Party of such part of such refund, credit, deduction or reduction as such Lender Party
reasonably determines is allocable to such tax or such payment (less out-of-pocket expenses incurred by such Lender Party), provided
that no Lender Party shall be obligated to disclose to the Borrower any information regarding its tax affairs or tax computations.


 


Each Lender Party (and each Participant) agrees
with the Borrower and the Administrative Agent that it will (i) in the case of a Lender Party 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 Party or such Participant are effectively connected with a trade or business in the United States (or, alternatively,
an Internal Revenue Service Form W-8BEN 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 Party (or Participant) hereunder are exempt from withholding under FATCA, and (ii) in all cases,
provide such forms, certificates or other documents, 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 Party or such Participant, provided
that the Lender Party or Participant is legally able to deliver such forms, certificates or other documents.  For any period
with respect to which a Lender Party (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 form otherwise is not required hereunder) such Lender Party (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 Lending Office of such Lender is required to maintain reserves against “Eurocurrency liabilities”
under Regulation D of 





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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 relevant Applicable
Percentage) 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 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 Party of such required payment to (a) terminate such Lender Party’s Revolving Credit Commitment (whereupon
the Ratable Shares of each other Lender Party shall automatically be adjusted to an amount equal to each such Lender Party’s
ratable share of the remaining Revolving Credit Commitments), and such Lender Party’s right to receive any facility fee
accruing after such termination, (b) prepay the affected portion of such Lender Party’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
Party pursuant to this clause (b) without replacing such Lender Party 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 such
Lender Party), and/or (c) replace such Lender Party with another financial institution reasonably acceptable to the Administrative
Agent, the Swing Line Bank and each Issuing Bank, provided that (i) each such assignment shall be either an assignment of
all of the rights and obligations of the assigning Lender Party 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 Party under this Agreement and (ii) no





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Lender Party 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 Party 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 Party, together with accrued interest thereon
to the date of payment of such principal amount and all other amounts payable to such Lender Party under this Agreement. 
Each Lender Party represents and warrants to the Borrower that, as of the date of this Agreement (or, with respect to any Lender
Party not a party hereto on the date hereof, on the date that such Lender Party becomes a party hereto), there is no existing
treaty, law, regulation, regulatory requirement, interpretation, directive, guideline, decision or request pursuant to which such
Lender Party 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 Party.


 


Section 3.9      Section
3.9 Setoff.  Upon the occurrence and during continuance of an Event of Default or Prepayment Event,
each Lender Party 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 Party; 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(e) 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, the Issuing Banks, the Swing Line Bank
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
Party agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender
Party; provided that the failure to give such notice shall not affect the validity of such setoff and application.  The rights
of each Lender Party under this Section are in addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Lender Party 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.


 


Article IVARTICLE
IV 

CONDITIONS TO BORROWING


 


Section 4.1      Section
4.1 Effectiveness.  The obligations of the Lender Parties to fund any Borrowing or to issue any Letter
of Credit shall bebecame
effective on and as of the first date (the “Closing Date”) on which each of the conditions precedent
set forth in this Section 4.1 shall have beenwere
satisfied.





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


 


(i)        a
certificate, dated the Closing 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 Party 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)       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 Closing Date, duly executed and delivered
by the Borrower.


 


(c)       Opinions
of Counsel.  The Administrative Agent shall have received opinions, dated the Closing Date and addressed to the Agents
and each Lender Party, 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
Party, 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 Lender Parties) and all invoiced expenses of the Administrative Agent (including
the agreed fees and expenses of counsel to the Administrative Agent) on or prior to the Closing 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,





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including, without limitation,
the Patriot Act to the extent reasonably requested by such Lender at least five Business Days prior to the Closing Date.


 


(f)       Payment
Under the Existing Credit Facility. The Borrower shall, substantially simultaneously with the occurrence of the Closing Date
(and in any event no later than the close of business on the Closing Date), pay all of the accrued fees and interest under the
Existing Credit Facility, and each of the Lenders that is a party to the Existing Credit Facility hereby waives, upon execution
of this Agreement, any notice required by said credit facility relating to such payments thereunder.


 


Section 4.2      Section
4.2 All Borrowings and Issuances.  The obligation of each Lender to fund any Advance on the occasion
of any Borrowing (including the initial Borrowing) (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.2(b) or
(y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.3(c)) and the obligation of any Issuing
Bank to Issue a Letter of Credit shall be subject to the satisfaction 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 or Issuance 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 Revolving Credit Borrowing, Notice of Swing Line Borrowing or a Notice
of Issuance, as applicable.  Each of the delivery of a Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing
or a Notice of Issuance, as applicable, and the acceptance by the Borrower of the proceeds of such Borrowing or Issuance shall
constitute a representation and warranty by the Borrower that on the date of such Borrowing or Issuance (both immediately before
and after giving effect to such Borrowing or Issuance 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 Party shall bewas
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 Lender Parties unless
an officer of the Administrative Agent responsible for





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the transactions contemplated by this Agreement shall have received notice
from such Lender Party prior to the date that the Borrower, by notice to the Lender Parties, designates as the proposed Closing
Date, specifying its objection thereto.  The Administrative Agent shall
promptlypreviously notifyied
the Lender Parties of the occurrence of the Closing Date.


 


Article VARTICLE
V 

REPRESENTATIONS AND WARRANTIES


 


To induce the Lender Parties and the Administrative
Agent to enter into this Agreement, to make Advances and to Issue Letters of Credit hereunder, the Borrower representsed
and warrantsed
to the Administrative Agent and each Lender Party as set forth in this Article V as of the Closing 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, the Borrower represents
and warrants to the Administrative Agent and each Lender Party as set forth in this Article V as of the date of
each Borrowing and Issuance after the Closing Date.


 


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






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(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 Closing Date that have been obtained or actions not required to be taken on or prior to the
Closing 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 Closing Date, except to the 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, 20162020,
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 Party, 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, 20162020
and the results of their operations for the Fiscal Year then ended.  Since December 31, 20162020
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.





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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 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 Closing 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.





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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 Lender Parties 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 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 Lender Parties 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 Lender Parties 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.


 


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.





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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
Party 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.


 


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 Party) 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





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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 Party through the Administrative Agent may from time to time reasonably request;


 


(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.





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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):


 


(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; and


 


(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.


 


(f)       The
Borrower will maintain in effect 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





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the Administrative
Agent, furnish to the Administrative Agent (with sufficient copies for distribution to each Lender Party) 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 Party 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 Party
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 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(c),
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






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(e)       Indebtedness
of Silversea Cruise Holding Ltd. and its subsidiaries (“Silversea”) outstanding on May 24, 2019 and identified
in Item 6.2.2 of the Disclosure Schedule.


 


Section
6.2.3      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)       Intentionally
omitted;


 


(b)       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;


 


(c)       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 (c) (c)
shall only extend to Permitted Secured Facility Collateral prior to the occurrence of a Priority Release Event;


 


(d)       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;


 


(e)       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) 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





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Subsidiary of the Borrower and were not created by the Borrower or any of its Subsidiaries in anticipation
thereof;


 


(f)       Liens
securing Government-related Obligations;


 


(g)       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;


 


(h)       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;


 


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


 


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


 


(k)       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;


 


(l)       Liens
on Vessels that:


 


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


 


(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 (l),
such Liens are either (x) discharged in the ordinary course of business or (y) being diligently contested in good faith
by appropriate proceedings;


 


(m)       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;


 


(n)       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;





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(o)       Liens
on cash collateral required to be provided by the Borrower pursuant to Section 2.15(a)(a)
Section 2.15(a) and (b) the Borrower’s existing credit facilities as in effect on the Amendment Effective Date;


 


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


 


(q)       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;


 


(r)       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;


 


(s)       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


 


(t)       Liens
on any property of Silversea in existence as of May 24, 2019 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”:


 


	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.





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(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.


 


Section
6.2.5      Section 6.2.5. [Intentionally
omitted].


 


Section
6.2.6      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:


 


(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







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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 that the Commitments of such Protesting
Lender shall be terminated; provided that 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
6.2.7      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 sales of assets between or among the Borrower and Subsidiaries of the Borrower.


 


Section
6.2.8      Section 6.2.8. Use of
Proceeds.  The Borrower will not request any Borrowing or Letter of Credit, and the Borrower and its Subsidiaries
shall not use the proceeds of any Borrowing or Letter of Credit (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 or with any
Sanctioned Person, or in any Sanctioned Country, in violation of Sanctions applicable to any party hereto.


 


Section
6.2.9      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
6.2.10      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





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


 


Section
6.2.11      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





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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 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;





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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 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





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(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,
any facility fee, any Letter of Credit commission 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 or of any facility fee or commission, 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 Party; 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.


 


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 





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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 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.





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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 Party
(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 Party to appear in any court conducting any relevant proceeding during
such 30-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 and each Lender Party to





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appear
in any court conducting any such case or proceeding during such 30-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. [Intentionally omitted].


 


Section
7.1.7      Section 7.1.8. 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, provided that the foregoing shall not relieve
any Lender of its obligation to make Advances pursuant to Section 2.2(b) or Section 2.3(c).


 


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, provided that the foregoing shall not relieve any Lender of its obligation
to make Advances pursuant to Section 2.2(b) or Section 2.3(c).


 


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. Intentionally omitted.



 


Section
8.1.2      Section 8.1.3. Unenforceability. 
Any Loan Document shall cease to be the legally valid, binding and enforceable obligation of the Borrower (in each case, other





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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 Party.


 


Section
8.1.3      Section 8.1.4. Approvals. 
Any material license, consent, authorization, registration or approval at any time necessary to enable the Borrower or any Principal
Subsidiary 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 8.1.5. 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 8.1.6. 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), provided that the foregoing shall not relieve any Lender
of its obligation to make Advances pursuant to Section 2.2(b) or Section 2.3(c).


 


Article IXARTICLE
IX 

ACTIONS IN RESPECT OF THE LETTERS OF CREDIT


 


Section 9.1      Section
9.1 Actions in Respect of the Letters of Credit.  If any Commitment Termination Event shall
have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section 7.3 or 8.2 or otherwise, make
demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf
of the Lender Parties in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the
L/C Cash Collateral Account, an





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amount equal to the aggregate Available Amount of all Letters of Credit then outstanding or (b) make
such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders and not
more disadvantageous to the Borrower than clause (a); provided, however, that if any Event of Default described in clauses (b) through
(d) of Section 7.1.6 shall occur with respect to the Borrower, an amount equal to the aggregate Available
Amount of all outstanding Letters of Credit shall be immediately due and payable to the Administrative Agent for the account of
the Lender Parties without notice to or demand upon the Borrower, which are expressly waived by the Borrower, to be held in the
L/C Cash Collateral Account.  If at any time a Commitment Termination Event is continuing the Administrative Agent determines
that any funds held in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative
Agent and the Lender Parties or that the total amount of such funds is less than the aggregate Available Amount of all Letters
of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional
funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of (a) such aggregate Available
Amount over (b) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Administrative Agent
determines to be free and clear of any such right and claim.  Upon the drawing of any Letter of Credit, to the extent funds
are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted
by applicable law.  After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations
of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account
shall be returned to the Borrower.


 


Article XARTICLE
X 

THE AGENTS


 


Section 10.1      Section
10.1 Actions.  Each of the Lender Parties hereby irrevocably appoints Nordea 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 Lender Parties, 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 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 Party and may exercise the same as though it were not
the Administrative Agent, and the term “Lender Party” or “Lender Parties” 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





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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 Lender Parties.


 


Section 10.3      Section
10.3 Lender Indemnification.  (a) (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 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.


 


(c)       (b)
Each Lender hereby severally indemnifies the Issuing Banks (to the extent not promptly reimbursed by the Borrower)
from and against such Lender’s Ratable Share of any and all claims, damages, losses, liabilities and expenses of any kind
or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising
out of the Loan Documents or any action taken or omitted by such Issuing Bank hereunder or in connection herewith; provided, however,
that no Lender (in such capacity) shall be liable for any portion of such claims, damages, losses, liabilities and expenses resulting
from such Issuing Bank’s gross negligence or willful misconduct.


 


(d)       (c)
The failure of any Lender to reimburse the Administrative Agent or any Issuing Bank 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 or any Issuing Bank 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 or any
Issuing Bank 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.  Each of the Administrative
Agent and each Issuing Bank 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)
  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, a Lender Party or an Issuing Bank.


 


(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





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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 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, or the Issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory
to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or
Issuing Bank prior to the making of such Loan or the Issuance of such Letter of Credit.  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
Ffacility
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      Section
10.7 Resignation of Administrative Agent.  (a) (a) The
Administrative Agent may at any time give notice of its resignation to the Lender Parties 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






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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 Lender Parties, appoint a successor Administrative Agent meeting the qualifications set forth above, subject
to the consent of such proposed 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.


 


(c)       (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).


 


(d)       (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 Party
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 Party acknowledges that
it has, independently and without reliance upon the Administrative Agent or any other Lender Party or any of their Related Parties
and based on





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such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement.  Each Lender Party also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender Party 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 Bookrunners,
Arrangers or Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement
or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, a Swing Line
Bank or an Issuing Bank hereunder.


 


Section 10.10      Section
10.10 Copies, etc.  The Administrative Agent shall give prompt notice to each Lender Party
of each notice or request required or permitted to be given to the Administrative Agent by the Borrower pursuant to the terms
of this Agreement (unless concurrently delivered to the Lender Parties by the Borrower).  The Administrative Agent will distribute
to each Lender Party each document or instrument received for its account and copies of all other communications received by the
Administrative Agent from the Borrower for distribution to the Lender Parties by the Administrative Agent in accordance with the
terms of this Agreement.


 


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 LoansAdvances
or perform its obligations under this Agreement; or (iv) a “governmental plan” within the meaning
of ERISA.


 


Section 10.13 Certain
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 and/or
Issuing Bank, 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 such Lender and/or Issuing Bank receiving a Rescindable Amount severally agrees to repay
to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender and/or Issuing Bank 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 and Issuing Bank irrevocably





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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
and Issuing Bank promptly upon determining that any payment made to such Lender or Issuing Bank 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; provided that no such amendment, modification or waiver which would:


 


(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)       increase
the Commitment(s) of any Lender, reduce any fees described in Section 2.4 payable to any Lender or extend the
Termination 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;


 


(e)       extend
the termination date of a Letter of Credit beyond the latest Termination Date without the consent of each Lender whose Revolving
Credit Commitment expires on such Termination Date;.


 


(f)       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;


 


(g)       affect
adversely the interests, rights or obligations of the Swing Line Bank in its capacity as such shall be made without consent of
the Swing Line Bank; or


 


(h)       affect
adversely the interests, rights or obligations of any Issuing Bank in its capacity as such shall be made without consent of such
Issuing Bank.





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No failure or delay on the part of the Administrative
Agent or any Lender Party 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 Party 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 Party is a Non-Consenting Lender,
the Borrower shall be entitled at any time to replace such Lender Party with another financial institution willing to take such
assignment and reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank; provided that
(i) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender Party
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 Party 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)
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, in the case of the Borrower
andor
the Administrative Agent, set forth below its signatureat
its address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule III
hereto and, in the case of each Lender, 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 Lender Parties 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.


 


(c)       (b)
So long as Nordea 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,






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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 DLNY-NY-CADLOAN@nordea.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)       The
Borrower agrees that the Administrative Agent may make such items included in the Communications as the Borrower may specifically
agree available to the Lender Parties 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 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)       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).


 


(d)       (c)
Each Lender Party 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
Party for purposes of this Agreement.  Each Lender Party agrees (i) to notify the Administrative Agent in writing (including
by electronic communication) of such Lender Party’s e-mail address to which a Notice may be sent by electronic transmission
on or





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before the date such Lender Party 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 Party) and (ii) that any Notice may be sent
to such e-mail address.


 


(e)       (d)
Patriot Act.  Each Lender Party 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 Party 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 out-of-pocket expenses of the Administrative Agent (including the reasonable and documented fees and out-of-pocket
expenses of one counsel to the Administrative Agent and the Lender Parties; it being understood
that the foregoing shall be limited to the reasonable fees and expenses of Shearman & Sterling LLP) 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.  The Borrower further agrees to pay, and to save the Administrative Agent and
the Lender Parties 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 Party 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 Party 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 Party and the extension of the Commitments, the Borrower hereby indemnifies and holds harmless the Administrative Agent,
each Lender Party and each of their respective Affiliates and their respective officers, advisors, directors, employees, partners
and controlling persons (collectively, the “Indemnified Parties”) from and against any and all claims, damages,
losses, liabilities and expenses (including, without limitation, reasonable 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





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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 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 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.  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





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


 


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:




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(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 Lender Parties are subject to Section 11.11.


 


Section 11.11      Section
11.11 Sale and Transfer of Advances and Note; Participations in Advances.  Each Lender Party
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 Party 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 Party’s Commitments and/or the Advances
at the time owing to it or in the case of an assignment to a Lender Party or an Affiliate of a Lender Party, 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 Party 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 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 Party’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) no Event of
Default under







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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 Party, an
Affiliate of a Lender Party or to any Federal Reserve Bank as collateral security pursuant to Regulation AnA
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
Party or an Affiliate of a Lender Party, 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;


 


(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 Party with, prior to the effectiveness
of the assignment, a Commitment in respect of Revolving Credit Commitments, the Letter of Credit Facility or the Swing Line Facility
or (ii) an Affiliate of such Lender Party, 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 AnA
of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and


 


(iii)       the
consent of each Issuing Bank and the Swing Line Bank (such consents not to be unreasonably withheld or delayed) shall be required
for any assignment in respect of Revolving Credit Commitments unless such assignment is to an Affiliate of a Lender Party 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 AnA
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 Party 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 AnA
of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank.  The assignee, if it is not a Lender Party,
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 central governmental authority as collateral security pursuant to Regulation AnA
of the F.R.S. Board and any Operating Circular issued by





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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.


 


(h)       Certain
Pledges.  Notwithstanding anything to the contrary contained herein, any Lender Party 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 Party, 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 Party from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender Party 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 subparticipations, 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, each Issuing Bank, the Swing Line Bank and each other Lender Party hereunder (and interest accrued thereon),
and (y) acquire (and fund as appropriate) its full Ratable Share of all Advances and participations in Letters of Credit and
Swing Line Advances in accordance with its Applicable Percentage.  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 Party under this Agreement, and the assigning Lender Party thereunder
shall, to the





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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 Party’s rights and obligations
under this Agreement, such Lender Party shall cease to be a 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, 11.4  and 11.16
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 Party’s having been a Defaulting Lender.  Any
assignment or transfer by a Lender Party 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 Party 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 Party 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 Party hereunder without the consent of the Borrower, the Administrative
Agent, the Issuing Bank or Swing Line Bank; provided that:


 


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


 


(b)       such
Lender Party 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 Party in connection with such
Lender Party’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 Party, shall be entitled to require such Lender Party to take
or refrain from taking any action hereunder or under any other Loan Document, except that such Lender Party may agree with any
Participant that such Lender Party 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 Party 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





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and the principal amounts (and stated interest
on) each of the Participant’s interest in the Lender Party’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.


 


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 Party.


 


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 Lender Parties and the Commitment(s) of, and principal amount of the
Advances owing to, each Lender Party 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 Lender
Parties may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes of this Agreement. 
The Register shall be available for inspection by the Borrower or any Lender Party 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 Party 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      Section
11.13 Forum Selection and Consent to Jurisdiction.  (a) (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





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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, 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.


 


(c)       (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 Termination Date then in effect.


 


Section 11.15      Section
11.15 Judgment. (a) (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 Nordea’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.


 


(c)       (b)
If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Committed
Currency into Dollars, the parties 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 such Committed Currency
with Dollars at Nordea’s





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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.


 


(d)       (c)
The obligation of the Borrower in respect of any sum due from it in any currency (the “Primary Currency”)
to any Lender Party 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 Party or the Administrative Agent (as the case may
be), of any sum adjudged to be so due in such other currency, such Lender Party 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 Party 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 Party 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 Party or the Administrative Agent (as the case
may be) in the applicable Primary Currency, such Lender Party or the Administrative Agent (as the case may be) agrees to remit
to the Borrower such excess.


 


Section 11.16      Section
11.16 No Liability of the Issuing Banks.  The Borrower assumes all risks of the acts or omissions
of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit.  Neither an Issuing
Bank nor any of its officers or directors shall be liable or responsible for:  (a) the use that may be made of any Letter
of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency
or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid,
insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply
with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter
of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except
that the Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the
extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by such Issuing
Bank’s willful misconduct or gross negligence.  In furtherance and not in limitation of the foregoing, such Issuing
Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless
of any notice or information to the contrary; provided that nothing herein shall be deemed to excuse such Issuing Bank if it acts
with gross negligence or willful misconduct in accepting such documents.


 


Section 11.17      Section
11.17 Waiver of Jury Trial.  THE ADMINISTRATIVE AGENT, THE LENDER PARTIES 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





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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 Lender Parties 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
any credit insurance provider that is subject to an agreement containing provisions substantially the same as those of this Section
with respect to the Information or (i) 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 Party 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 Party 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.


 


The Administrative Agent agrees (i) to keep
confidential the rates to be used in the calculation of the LIBO Rate supplied by each Reference Lender pursuant to or in connection
with this Agreement and (ii) that it has developed procedures to ensure that such rates are not submitted by the Reference
Lenders to, or shared with, any individual who is formally designated as being involved in the ICE LIBOR submission process; provided
that such rates may be shared with the Borrower and any of its employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its affiliates that have a commercially reasonable business need to know such rates, subject to an
agreement by the






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recipient thereof to comply with the provisions of
this paragraph as if it were the Administrative Agent.


 


Section 11.19      Section
11.19 No Fiduciary Relationship.  The Borrower acknowledges that the Lender Parties 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 Party 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 Party may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates.


 


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


 


(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)      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)      a
cancellation of any such liability; and





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(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:


 


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






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


 


(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.]






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SCHEDULE I


 


AMENDMENT
EFFECTIVE DATE COMMITMENTS


 


ROYAL CARIBBEAN CRUISES
LTD.


 


CREDIT AGREEMENT3


 


	
        Name of Lender
	 	Revolving Credit
 Commitment (Non-Extended Commitment)


	 	Revolving Credit
 Commitment (Extended Commitment)


	 	Swing Line
 Sublimit
 Commitment


	 	Letter of Credit
 Sublimit
 Commitment


	 	Outstanding Non-Extended Advances


	 	Effective Date
 Outstanding Extended
 Advances



	Citibank, N.A.	 	 	 --	 	$	70,75136,600,000.00
	 	 	 --	 	 	 --	 	 	 --	 	$	

                                                                                120,592,989.78

	Nordea Bank AB (publ), New York BranchAbp, filial i Norge	 	 	 --	 	$	70,7556,600,000.00 	 	$	150,000,000.00	 	$	175,000,000.00	 	 	 --	 	$	49,967,519.96
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	 	$	

                                                                                70,750,000.00
	 	 	 	 	 	 	 	 	 	 	 	 
	DNB Capital LLC	 	 	 --	 	$	70,7556,600,000.00 	 	 	 --	 	 	 --	 	 	 --	 	$	49,967,519.92
	Fifth Third Bank, National Association	 	 	 --	 	$	70,7556,600,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	49,967,519.92
	HSBC Bank USA, N.A.	 	 	 --	 	$	70,7556,600,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	49,967,519.92
	Bank of America, N.A.	 	 	 --	 	$	70,7556,600,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	49,967,519.92
	Mizuho Bank, Ltd.	 	 	 --	 	$	70,7556,600,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	49,967,519.92
	SunTrust BankTruist	 	 	 --	 	$	70,7556,600,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	49,967,519.92
	The Bank of Nova Scotia	 	 	 --	 	$	70,7556,600,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	49,967,519.92
	BNP Paribas	 	 	 --	 	$	46,0036,800,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	32,487,716.13
	Industrial and Commercial Bank of China Limited, New York Branch	 	 	 --	 	$	46,0036,800,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	32,487,716.13
	JPMorgan Chase Bank, N.A.	 	 	 --	 	$	46,0116,800,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	103,113,185.99



 


 





3 As
of October 12, 2017


 




    Schedule I-1


     


    



	
        Name of Lender
	 	Revolving Credit
 Commitment (Non-Extended Commitment)


	 	Revolving Credit
 Commitment (Extended Commitment)


	 	Swing Line
 Sublimit
 Commitment


	 	Letter of Credit
 Sublimit
 Commitment


	 	Outstanding Non-Extended Advances


	 	Effective Date
 Outstanding Extended
 Advances



	Skandinaviska Enskilda Banken AB (publ)	 	 	 --	 	$	46,0036,800,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	32,487,716.13
	Sumitomo Mitsui Banking Corporation	 	 	 --	 	$	46,0036,800,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	32,487,716.13
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	 	$	30,500,000.00 	 	$	 30,500,000.00--	 	 	 --	 	 	 --	 	$	26,925,960.38	 	 	 --
	Société Générale	 	 	 --	 	$	30,524,400,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	21,540,768.31
	Banco Santander, S.A.	 	 	 --	 	$	30,524,400,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	21,540,768.31
	U.S. Bank N.A.	 	$	30,500,000.00 	 	$	 30,500,000.00--	 	 	 --	 	 	 --	 	$	26,925,960.38	 	 	 --
	Wells Fargo Bank, N.A.	 	$	30,500,000.00	 	$	 30,500,000.00--	 	 	 --	 	 	 --	 	$	26,925,960.38	 	 	 --
	Goldman Sachs Bank USA	 	 	 --	 	$	1592,000,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	81,219,290.34
	Landesbank Hessen-Thüringen Girozentrale, New York Branch	 	 	 --	 	$	152,000,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	10,593,820.48
	Morgan Stanley & Co. International PLC 	 	$	70,750,000.00 	 	 	 --	 	 	 --	 	 	 --	 	$	62,459,399.91	 	 	 --
	Morgan Stanley Senior Funding Inc.	 	 	 --	 	$	80,000,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	70,625,469.86
	Morgan Stanley Bank, N.A.	 	 	 --	 	$	152,000,000.00 	 	 	 --	 	 	 --	 	 	 --	 	$	10,593,820.48
	PNC Bank, National Association	 	 	 --	 	$	152,000,000.00	 	 	 --	 	 	 --	 	 	 --	 	$	10,593,820.48
	Total:	 	$	162,250,000.00	 	$	1,150,000,00

                                                                                0.001,110,200,000.00
	 	$	150,000,000.00	 	$	175,000,000.00	 	$	143,237,281.05	 	$	980,104,957.95



 






    Schedule I-2


     


    

 


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
	Celebrity Reflection	 	Celebrity Reflection Inc.	 	Malta






    Schedule II-1


     


    



	
        Vessel
	 	
        Owner
	 	
        Flag

	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


 


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






    Schedule II-2


     


    



	Name of the Subsidiary	Jurisdiction of Organization
	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
	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






    Schedule II-3


     


    



	Name of the Subsidiary	Jurisdiction of Organization
	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.


 


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-4


     


    



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:


 


Nordea Bank
Abp, New York Branch

1211 Avenue of the Americas, 23rd Floor

New York, NY 10036

Email: DLNY-NY-CADLOAN@nordea.com 






    Schedule III-1


     


    



SCHEDULE
IV


 


BENEFICIARY PARTIES


 


	 	 	Other Facility Obligation	 	Beneficiary Party
	1.	 	Term Loan Agreement, dated as of April 5, 2019, among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation, the various financial institutions party thereto, as lenders, and BANK OF AMERICA, N.A., as administrative agent	 	BANK OF AMERICA, N.A., as administrative agent
	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.	 	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.	 	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.	 	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.	 	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-1


     


    



	 	 	Other Facility Obligation	 	Beneficiary Party
	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.	 	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.	 	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-2