[*]: THE CONFIDENTIAL PORTION HAS BEEN
OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.





 


Exhibit 10.5


Execution Version



 


Dated 12 April 2017


 


LEONARDO
TWO, LTD.


as Borrower


 


and


 


The Banks
and Financial Institutions

listed in SCHEDULE 1


as Lenders


 


and


 


Crédit
Agricole Corporate and Investment Bank

BNP PARIBAS Fortis S.A./N.V.

HSBC Bank PLC

KFW IPEX-BANK GMBH

CASSA DEPOSITI E PRESTITI S.P.A.


as Joint Mandated Lead Arrangers


 


and


 


Crédit
Agricole Corporate and Investment Bank


as Agent and SACE Agent


 


and


 


Crédit
Agricole Corporate and Investment Bank


as Security Trustee


 


with the support of


 


SACE S.p.A.


 


Loan Agreement


 


relating to the part financing of the 3,300
passenger cruise ship

newbuilding presently designated as

Hull No. [*] at Fincantieri S.p.A.


 


 


 




     


     


    

 


 Index


 


 


	Clause	 	Page
	 	 	 
	1	Interpretation	2
	2	Facility	25
	3	Conditions Precedent	26
	4	Drawdown	35
	5	Repayment	37
	6	Interest	38
	7	Interest Periods	41
	8	SACE Premium and Italian Authorities	42
	9	Fees	44
	10	Taxes, Increased Costs, Costs and Related Charges	45
	11	Representations and Warranties	51
	12	General Undertakings	57
	13	Ship Undertakings	65
	14	Insurance Undertakings	71
	15	Security Value Maintenance	75
	16	Cancellation, Prepayment and Mandatory Prepayment	76
	17	Interest on Late Payments	78
	18	Events of Default	78
	19	Application of sums received	83
	20	Indemnities	83
	21	Illegality, etc.	86
	22	Set-Off	87
	23	Bail-In	88
	24	Changes to the Lenders	88
	25	Changes to the Obligors	93
	26	Role of the Agent and the Joint Mandated Lead Arrangers	93
	27	The Security Trustee	99
	28	Conduct of business by the Creditor Parties	109
	29	Sharing among the Creditor Parties	110
	30	Payment Mechanics	111
	31	Variations and Waivers	113
	32	Notices	114
	33	Confidentiality	116
	34	Legal independence and Unconditional Obligations of the Borrower	119
	35	SACE Subrogation and Reimbursement	120
	36	Supplemental	122
	37	Governing Law	123
	38	Enforcement	123
	 	 	 
	Schedules	 
	 	 	 
	Schedule 1 Lenders and Commitments	124
	Schedule 2 Form of Drawdown Notice	125
	Schedule 3 Documents to be produced by the Builder to the Agent on Delivery	127
	Schedule 4 Form of Transfer Certificate	128
	Schedule 5 Qualifying Certificate	132
	Schedule 6 Drawdown Schedule	134
	 	 
	Execution	 
	 	 
	Execution Pages	135





 




     


     


    

 


THIS AGREEMENT is made on 12 April
2017


 


PARTIES


 


		(1)	LEONARDO TWO, LTD., an exempted company incorporated under the laws of Bermuda whose registered
office is at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda as borrower (the “Borrower”)



 


		(2)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders and Commitments)
as lenders (the “Lenders”)



 


		(3)	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, BNP PARIBAS FORTIS S.A./N.V., KFW
IPEX-BANK GMBH, HSBC BANK PLC and CASSA DEPOSITI E PRESTITI S.P.A. as joint mandated lead arrangers (the “Joint
Mandated Lead Arrangers”)



 


		(4)	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as agent (the “Agent”)
and SACE agent (the “SACE Agent”)



 


		(5)	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as security trustee (the “Security
Trustee”)



 


BACKGROUND


 


		(A)	By a shipbuilding contract dated as of 21 October 2016 (as amended or supplemented from time to
time, including on 14 December 2016, 30 January 2017, 27 February 2017, 30 March 2017 and 10 April 2017 (the “Shipbuilding
Contract”)) entered into between (i) Fincantieri S.p.A., a company incorporated in Italy with registered office in
Trieste, via Genova, 1, and having fiscal code 00397130584 (the “Builder”)
and (ii) the Borrower, the Builder has agreed to design, construct and deliver, and the Borrower has agreed to purchase, a
3,300 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract to be
delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract.



 


		(B)	The total price payable by the Borrower to the Builder under the Shipbuilding Contract is eight
hundred million Euros (€800,000,000) (the “Initial Contract
Price”) payable on the following terms:



 


		(i)	as to [*], being [*], by an initial payment which is to be within 5 Business Days after the effective
date of the Shipbuilding Contract in accordance with Article 10.1(A) of the Shipbuilding Contract (“First
Shipbuilding Contract Instalment”);



 


		(ii)	as to [*], being [*], on the later of the date of commencement of steel cutting and the date falling
24 months prior to the Intended Delivery Date;



 


		(iii)	as to [*], being [*], on the later of keel laying in dry-dock and the date falling 18 months prior
to the Intended Delivery Date;



 


		(iv)	as to [*], being [*], on the later of launching and the date falling 12 months prior to the Intended
Delivery Date; and



 


		(v)	as to [*], being [*], on delivery of the Ship on the Delivery Date,



 


as each such event is described
in the Shipbuilding Contract.


 


		(C)	The Initial Contract Price may be decreased at delivery of the Ship under Articles 13, 14, 16,
17, 19 and 20 of the Shipbuilding Contract (in aggregate the “Liquidated
Damages”) or by mutual agreement between the parties (the Initial Contract Price adjusted as aforesaid being the
“Final Contract Price”). For the avoidance of
doubt, under the Shipbuilding Contract the price of the Ship may be increased or decreased pursuant to Article 24 thereof but,
for the purposes of this Agreement, the Final Contract Price will not include any increase in the price under Article 24.



 




    	 	1	 



     


    

  


		(D)	The Lenders have agreed to make available to the Borrower a Dollar loan facility for the purpose
of assisting the Borrower in financing, subject to exchange rate fluctuations, up to eighty per cent. (80%) of the Final Contract
Price (and subject to an aggregate amount no greater than the Eligible Amount) and one hundred per cent. (100%) of the SACE Premium.



 


OPERATIVE
PROVISIONS


 


		1	Interpretation



 


		1.1	Definitions



 


Subject to Clause 1.6 (General
Interpretation), in this Agreement:


 


“Advance”
means the principal amount of each borrowing by the Borrower under this Agreement.


 


“Affected
Lender” has the meaning given in Clause 6.6 (Market disruption).


 


“Affiliate”
means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


 


“Agent”
means Crédit Agricole Corporate and Investment Bank, a French “société anonyme”, having a
share capital of seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and forty
two Euros (€7,851,636,342) and its registered office located at 12, place des Etats-Unis, CS 70052, 92547 Montrouge cedex,
France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre
or any successor of it appointed under Clause 26 (Role of the Agent and the Joint Mandated Lead Arrangers).


 


“Annex
VI” means Annex VI (Regulations for the Prevention of Air Pollution from Ships, entered into on 19 May, 2005) to
the International Convention for the Prevention of Pollution from Ships 1973, as modified by the Protocol of 1978 relating thereto
and by the Protocol of 1997 (MARPOL) .


 


“Approved
Broker” means Clarkson plc, Barry Rogliano Salles, Fearnleys, Rocca & Partners, Brax Shipbrokers AS (or any
Affiliate of such person through which valuations are commonly issued) or such other shipbroker or ship valuer experienced in valuing
cruise ships nominated by the Borrower and approved by the Agent.


 


“Approved
Flag” means the Bermudan flag, the Marshall Islands flag, the Bahamas flag or such other flag as the Agent may,
with the approval of the Italian Authorities and at least three Lenders representing as a minimum the Majority Lenders, approve
from time to time.


 


“Approved
Manager” means any of the Borrower, NCL Corporation Ltd., NCL (Bahamas) Ltd. or other member of the Group, or any
company which is not a member of the Group which the Agent may, with the authorisation of the Majority Lenders, approve from time
to time as manager of the Ship.


 


“Approved
Manager’s Undertaking” means, in the event that the Approved Manager is a company other than the Borrower, a letter
of undertaking executed or to be executed by the Approved Manager in favour of the Agent, which will include, without limitation,
an agreement by the Approved Manager to subordinate its rights against the Ship and the Borrower to the rights of the Secured Parties
under the Finance Documents, in the agreed form.


 




    	 	2	 



     


    

  


“Availability
Period” means the period commencing on the date of this Agreement and ending on:


 


		(a)	the earlier to occur of (i) the Delivery Date and (ii) 25 February 2024 (or such later date as
the Agent may, with the authorisation of the Lenders, agree with the Borrower); or



 


		(b)	if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated.



 


“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 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms,
the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and



 


		(b)	in relation to any other state, 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.



 


“Base
Rate” means one Euro for [*] Dollars.


 


“Bermudan
Obligors” means the Borrower, the Shareholder and the Guarantor.


 


“Builder”
has the meaning given in Recital (A).


 


“Business
Day” means:


 


		(a)	for the purposes of Recital (B) above, a day (other than a Saturday or a Sunday) on which banks
are open in New York, Milan and Rome; and



 


		(b)	for the purposes of any other provision in this Agreement, a day (other than a Saturday or a Sunday)
on which banks are open in London, Frankfurt, Rome, Brussels and Paris and, in relation to any payment to be made to the Builder,
Milan and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City.



 


“CDP”
means Cassa Depositi e Prestiti S.p.A..


 


“Certified
Copy” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document
certified as a true, complete and up-to-date copy of the original by any of the directors or the secretary or assistant secretary
or any attorney-in-fact for the time being of that company.


 


“Charged
Property” means all of the assets which from time to time are, or are expressed to be, the subject of Security
Interests pursuant to the Finance Documents.


 


“CIRR”
(Commercial Interest Reference Rate) means two point fifty-three per cent. (2.53%) per annum or any other CIRR rate being the fixed
rate for medium and long term export credits in Dollars applicable to the financing of the Ship according to the Organisation for
Economic Co-operation and Development rules as determined by the competent Italian Authorities.


 


“Code”
means the United States Internal Revenue Code of 1986.


 




    	 	3	 



     


    

  


“Code
of Ethics” means the code of ethics adopted by CDP, available on CDP’s website (http://www.cdp.it/static/upload/cdp/cdp_code_ethics.pdf).


 


“Commitment”
means, in relation to a Lender, the percentage of the Maximum Loan Amount set opposite its name in Schedule 1 (Lenders and Commitments),
or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled
or terminated in accordance with this Agreement (and “Total Commitments”
means the aggregate of the Commitments of all the Lenders).


 


“Compliance
Certificate” has the meaning given to the term “Compliance Certificate” in the Guarantee.


 


“Confidential
Information” means all information relating to any Obligor, the Group, the Finance Documents or the Loan of which
a Secured Party becomes aware in its capacity as, or for the purpose of becoming, a Secured Party or which is received by a Secured
Party in relation to, or for the purpose of becoming a Secured Party under, the Finance Documents or the Loan from either:


 


		(a)	any member of the Group or any of its advisers; or



 


		(b)	another Secured Party, if the information was obtained by that Secured Party directly or indirectly
from any member of the Group or any of its advisers,



 


in whatever form, and includes
information given orally and any document, electronic file or any other way of representing or recording information which contains
or is derived or copied from such information but excludes information that:


 


		(i)	is or becomes public information other than as a direct or indirect result of any breach by that
Secured Party of Clause 33 (Confidentiality); or



 


		(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group
or any of its advisers; or



 


		(iii)	is known by that Secured Party before the date the information is disclosed to it in accordance
with paragraphs (a) or (b) above or is lawfully obtained by that Secured Party after that date, from a source which is, as far
as that Secured Party is aware, unconnected with the Group and which, in either case, as far as that Secured Party is aware, has
not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.



 


“Confidentiality
Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from
time to time or in any other form agreed between the Borrower and the Agent.


 


“Contribution”
means, in relation to a Lender, the part of the Loan which is owing to that Lender.


 


“Conversion
Rate” means the rate determined by the Agent on the Conversion Rate Fixing Date and notified to the Borrower as
being the lower of:


 


		(a)	the Base Rate; or



 


		(b)	the FOREX Contracts Weighted Average Rate.



 


“Conversion
Rate Fixing Date” means:


 


		(a)	in respect of each Advance save for the Delivery Advance, the date falling [*] days before the
relevant Drawdown Date; and



 




    	 	4	 



     


    

  


		(b)	in respect of the Delivery Advance, the date falling [*] days before the Delivery Date.



 


“Corresponding
Debt” means any amount, other than any Parallel Debt, which an Obligor owes to a Creditor Party under or in connection
with the Finance Documents.


 


“Creditor
Party” means the Agent, the Security Trustee, the SACE Agent, the Joint Mandated Lead Arrangers or any Lender,
whether as at the date of this Agreement or at any later time.


 


“Delivery
Advance” means, subject to the provisions of Clause 8.4 (Refund), the Advance to be made available for drawing
on the Delivery Date.


 


“Delivery
Date” means the date and time of delivery of the Ship by the Builder to the Borrower as stated in the Protocol
of Delivery and Acceptance.


 


“Document
of Compliance” has the meaning given to it in the ISM Code.


 


“Dollar
Equivalent” means such amount in Dollars as is calculated by the Agent on the Conversion Rate Fixing Date to be
the equivalent of an amount in Euro at the Conversion Rate.


 


“Dollars”
and “$” means the lawful currency for the time
being of the United States of America.


 


“Downgraded
Refund Guarantor” means a Refund Guarantor who has become subject to a RG Downgrade Event.


 


“Drawdown
Date” means, in relation to an Advance, the date on which that Advance is drawn down and applied in accordance
with Clause 2 (Facility).


 


“Drawdown
Notice” means a notice in the form set out in Schedule 2 (Form of Drawdown Notice) (or in any other form
which the Agent approves or reasonably requires).


 


“Earnings”
means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise
out of the use or operation of the Ship, including (but not limited to):


 


		(a)	all freight, hire, fare and passage moneys, compensation payable to the Borrower or the Agent in
the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and
damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;



 


		(b)	all moneys which are at any time payable under Insurances in respect of loss of earnings;



 


		(c)	all moneys which are at any time payable to the Borrower in respect of the general average contribution;
and



 


		(d)	if and whenever the Ship is employed on terms whereby any moneys falling within paragraphs (a)
or (b) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing
arrangement which is attributable to the Ship.



 


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


 


“Eligible
Amount” means eighty per cent. (80%) of the lesser of:


 




    	 	5	 



     


    

  


		(a)	the Dollar Equivalent of eight hundred million Euros (€800,000,000); and



 


		(b)	the Dollar Equivalent of the Final Contract Price.



 


“Environmental
Approval” means any present or future permit, ruling, variance or other authorisation required under Environmental
Laws.


 


“Environmental
Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out
of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose,
“claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment
of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take,
or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including
the arrest or attachment of any asset.


 


“Environmental
Incident” means:


 


		(a)	any release, emission, spill or discharge into the Ship or into or upon the air, sea, land or soils
(including the seabed) or surface water of Environmentally Sensitive Material within or from the Ship; or



 


		(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged
into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than the Ship and which involves
a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection
with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any
Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative
action; or



 


		(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or
discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from the Ship and in
connection with which the Ship is actually or potentially liable to be arrested and/or where any Obligor and/or any operator or
manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in
accordance with an Environmental Approval.



 


“Environmental
Law” means any present or future law relating to pollution or protection of human health or the environment, to
conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive
Material or to actual or threatened releases of Environmentally Sensitive Material.


 


“Environmentally
Sensitive Material” means and includes all contaminants, oil, oil products, toxic substances and any other substance
(including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting,
toxic or hazardous.


 


“Equator
Principles” means the standards entitled “A financial industry benchmark for determining, assessing and managing
environmental and social risk in projects” dated June 2013 and adopted by certain financial institutions, as the same may
be amended or supplemented from time to time.


 


“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.


 


“Euro”
and “EUR” means the single currency of the Participating
Member States.


 




    	 	6	 



     


    

  


“Event
of Default” means any of the events or circumstances described in Clause 18.1 (Events of Default).


 


“Existing
Indebtedness” means Financial Indebtedness referred to in the financial statements of the Guarantor delivered to
the Agent prior to the date of this Agreement.


 


“Exporter
Declaration” means a declaration to be issued for Advances in respect of which interest is payable at the Fixed
Interest Rate, in the form required by SIMEST at the relevant time duly signed by an authorised signatory of the Builder.


 


“Facility”
means the term loan facility made available under this Agreement as described in Clause 2.1 (Amount of facility).


 


“Facility
Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes
a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which
it will perform its obligations under this Agreement.


 


“FATCA”
means:


 


		(a)	sections 1471 to 1474 of the Code or any associated regulations;



 


		(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement
between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or



 


		(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal
Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.



 


“FATCA
Application Date” means:


 


		(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code
(which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;



 


		(b)	in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code
(which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources
within the US), 1 January 2019; or



 


		(c)	in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling
within paragraphs (a) or (b) above, 1 January 2019,



 


or, in each case, such other
date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA
after the date of this Agreement.


 


“FATCA
Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“FATCA
Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.


 


“Fee
Letter” means any letter dated on or about the date of this Agreement between the SACE Agent and the Borrower setting
out the fees referred to in paragraph (d) of Clause 9.1 (Fees).


 




    	 	7	 



     


    

  


“Finance
Documents” means:


 


		(a)	this Agreement;



 


		(b)	any Fee Letter;



 


		(c)	the Guarantee;



 


		(d)	the Pre-delivery Security;



 


		(e)	the General Assignment;



 


		(f)	the Mortgage;



 


		(g)	the Post-Delivery Assignment;



 


		(h)	any Subordinated Debt Security;



 


		(i)	the Shares Security Deed;



 


		(j)	the Approved Manager’s Undertaking;



 


		(k)	any Transfer Certificate;



 


		(l)	any Compliance Certificate;



 


		(m)	any Drawdown Notice;



 


		(n)	any other document (whether creating a Security Interest or not) which is executed as security
for, or for the purpose of establishing any priority or subordination arrangement in relation to, the Secured Liabilities; and



 


		(o)	any other document (whether creating a Security Interest or not) which is designated as a Finance
Document by agreement between the Borrower, SACE and the Agent.



 


“Final
Contract Price” has the meaning given in Recital (C).


 


“Financial
Indebtedness” means, in relation to a person (the “debtor”),
a liability of the debtor:


 


		(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by
the debtor;



 


		(b)	under any loan stock, bond, note or other security issued by the debtor;



 


		(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;



 


		(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having
the commercial effect of a borrowing or raising of money by the debtor;



 


		(e)	under any foreign exchange transaction, any interest or currency swap or any other kind of derivative
transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of
mutual liabilities, the liability of the debtor for the net amount;



 




    	 	8	 



     


    

  


		(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability
of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person; or



 


		(g)	receivables sold or discounted (other than receivables to the extent they are sold on a non-recourse
basis).



 


“First
Instalment” means the first instalment of the SACE Premium as more particularly described in paragraph (a) of Clause
8.1 (SACE Premium).


 


“Fixed
Interest Rate” means, in respect of any Interest Period, the rate per annum determined by the Agent to be the aggregate
of:


 


		(a)	the applicable Margin; and



 


		(b)	the CIRR.



 


“Floating
Interest Rate” means, in respect of any Interest Period, the rate per annum determined by the Agent to be the aggregate
of:


 


		(a)	the applicable Margin; and



 


		(b)	LIBOR for the relevant period.



 


“FOREX
Contracts” means each actual purchase contract, spot or forward contract and any other contract, such as an option
or collar arrangement, which is entered into in the foreign exchange markets for the acquisition of Euro intended to pay the instalments
under the Shipbuilding Contract, which:


 


		(a)	matures not later than each Drawdown Date, provided that for the Delivery Advance, option arrangements
may mature up to one month after such date if at the time they are entered into there exists a reasonable uncertainty as to the
date on which the Ship will be delivered;



 


		(b)	is entered into by the Borrower or the Guarantor or a combination of the foregoing not later than
two (2) days before the Conversion Rate Fixing Date so that the Borrower, directly or through the Guarantor, purchases or may purchase
Euro with Dollars at a pre-agreed rate; and



 


		(c)	is notified to the Agent within ten (10) days of its execution but in any event no later than the
day preceding the Conversion Rate Fixing Date, with a Certified Copy of each such contract being delivered to the Agent at such
time.



 


“FOREX
Contracts Weighted Average Rate” means the rate determined by the Agent on the Conversion Rate Fixing Date in accordance
with the following principles which (inter alia) are intended to take into account any maturity mismatch between the maturity of
the FOREX Contracts and each Drawdown Date as well as FOREX Contracts that are unwound as part of the hedging strategy of the Borrower:


 


		(a)	FOREX Contracts that are spot or forward foreign exchange contracts, if any, shall be valued at
the contract value (taking into account any rescheduling);



 


		(b)	the difference between the Euro amount available under (a) above and the Euro amount balance payable
to the Builder on each Drawdown Date is assumed to be purchased at the official daily fixing rate of the European Central Bank
for the purchase of Euro with Dollars as displayed on World Markets Reuters (or such other pages as may replace that page on that
service or a successor service) at or around 1 p.m. (London time) on the Conversion Rate Fixing Date;



 




    	 	9	 



     


    

  


		(c)	any FOREX Contract which is an option or collar arrangement and is not unwound at the Conversion
Rate Fixing Date will be marked to market and the resulting profit or loss shall reduce or increase the Dollar countervalue of
the purchased Euro;



 


		(d)	any FOREX Contract which is an option or collar arrangement and is sold or purchased back at the
time FOREX Contract(s) are entered into for an identical Euro amount shall be accounted for the net premium cost or profit, as
the case may be.



 


Any marked to market valuation,
as required in paragraph (c) above, shall be performed by Crédit Agricole Corporate and Investment Bank’s dedicated desk
in accordance with market practices. The Borrower shall have the right to request indicative valuations from time to time prior
to the Conversion Rate Fixing Date.


 


“GAAP”
means generally accepted accounting principles in the United States of America consistently applied (or, if not consistently applied,
accompanied by details of the inconsistencies) including, without limitation, those set forth in the opinion and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board.


 


“General
Assignment” means an assignment of any Management Agreement, the Earnings, the Insurances and any Requisition Compensation,
executed or to be executed by the Borrower and, in the event that the Approved Manager is not a member of the Group and is named
as a co-assured in the Insurances, the Approved Manager in favour of the Security Trustee in the agreed form.


 


“Gross
Negligence” means any act or omission, whether deliberate or not, which in the circumstances (including both the
probability and seriousness of the consequences likely to result) would reasonably be regarded by those familiar with the nature
of the activity in question and with the surrounding circumstances, as amounting to the reckless disregard of, or serious indifference
to, the consequences, being in any case more than a negligent failure to exercise proper skill and care.


 


“Group”
means the Guarantor and its Subsidiaries.


 


“Guarantee”
means a guarantee issued by the Guarantor in favour of the Security Trustee in the agreed form.


 


“Guarantor”
means NCL Corporation Ltd., a Bermuda company with its registered office at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton
HM11, Bermuda.


 


“Holding
Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.


 


“IAPPC”
means a valid international air pollution prevention certificate for the Ship issued under Annex VI.


 


“Illicit
Origin” means any origin which is illicit, fraudulent or in breach of Sanctions including, without limitation,
drug trafficking, corruption, organised criminal activities, terrorism, money laundering or fraud.


 


“Initial
Contract Price” has the meaning given in Recital (B).


 


“Insurances”
means:


 


		(a)	all policies and contracts of insurance, including entries of the Ship in any protection and indemnity
or war risks association, which are effected in respect of the Ship, its Earnings or otherwise in relation to it; and



 




    	 	10	 



     


    

  


		(b)	all rights and other assets relating to, or derived from any of such policies, contracts or entries,
including any rights to a return of a premium.



 


“Intended
Delivery Date” means [*] (the date on which the Ship will be ready for delivery pursuant to the Shipbuilding Contract
as at the date of this Agreement) or any other date notified by the Borrower to the Agent in accordance with paragraph (a) of Clause
3.12 (No later than sixty (60) days before the Intended Delivery Date) or paragraph (b) of Clause 3.14 (No later than
five (5) Business Days before the Intended Delivery Date) as being the date on which the Builder and the Borrower have agreed
that the Ship will be ready for delivery pursuant to the Shipbuilding Contract.


 


“Interest
Make-up Agreement” means an interest make up agreement (Capitolato) to be entered into between SIMEST and
the Agent on behalf of the Lenders and in form and substance acceptable to the Joint Mandated Lead Arrangers, whereby, inter alia,
the return to the Lenders on the Loan made hereunder will be supplemented by SIMEST so that it equals that which the Lenders would
have received if interest were payable on the Loan at LIBOR plus the Margin (as described in paragraph (b) of the definition of
Margin).


 


“Interest
Period” means a period determined in accordance with Clause 7 (Interest Periods).


 


“ISM
Code” means the International Safety Management Code for the safe operation of ships and for pollution prevention
(including the guidelines on its implementation), adopted by the International Maritime Organisation as the same may be amended
or supplemented from time to time.


 


“ISPS
Code” means the International Ship and Port Facility Security (ISPS) Code adopted by the International Maritime
Organisation (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.


 


“Italian
Authorities” means SACE and/or SIMEST and any other relevant Italian authorities involved in the implementation
of the Loan.


 


“Legislative
Decree 231/01” means the Italian legislative decree of 8 June 2001, no. 231 (Disciplina della responsabilità
amministrativa delle persone giurdiche, delle società e delle associazioni anche prive di personalità giuridica,
a norma dell’articolo 11 della legge 29 settembre 2000, n.300) as amended from time to time, on administrative vicarious
liability of corporate entities.


 


“Lender”
means a bank, financial institution, trust, fund or other entity listed in Schedule 1 (Lenders and Commitments) and acting
through its Facility Office or its transferee, successor or assign.


 


“LIBOR”
means, in relation to a particular period, the rate determined by the Agent to be that at which deposits of Dollars in amounts
comparable with the amount for which LIBOR is to be determined and for a period equivalent to such period are being offered in
the London interbank eurocurrency market at or about 11 a.m. (London time) on the Quotation Date for such period as displayed on
page LIBOR 01 or LIBOR 02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on
the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters
(and if such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate
after consultation with the Borrower), Provided that if on such date no such rate is so displayed, LIBOR for such period
shall be the rate quoted to the Agent by the Lenders who are able to quote such rate at the request of the Agent as those Lenders’
offered rate for deposits of Dollars in an amount approximately equal to the amount in relation to which LIBOR is to be determined
for a period equivalent to such period to prime banks in the London interbank eurocurrency market at or about 11 a.m. (London time)
on the Quotation Date for such period and provided further that, if the rate displayed on the relevant page is less than
zero, LIBOR shall be deemed to be zero (except with respect to the Interest Make-Up Agreement).


 




    	 	11	 



     


    

  


“Loan”
means the principal amount for the time being outstanding under this Agreement.


 


“Majority
Lenders” means:


 


		(a)	before the first Advance has been made, Lenders whose Commitments total [*] per cent. of the Total
Commitments; and



 


		(b)	after any Advance has been made, Lenders whose Contributions total [*] per cent. of the Loan.



 


“Management
Agreement” means the management agreement (if any) entered or to be entered into between the Borrower and an Approved
Manager which is not a member of the Group with respect to the Ship on terms reasonably acceptable to the Majority Lenders and
SACE.


 


“Margin”
means:


 


		(a)	in relation to the Fixed Interest Rate zero point twenty-four per cent. (0.24%) per annum; and



 


		(b)	in relation to the Floating Interest Rate one point seventy-four per cent. (1.74%) per annum.



 


“Maritime
Registry” means the maritime registry which the Borrower will specify to the Lenders no later than 90 days before
the Intended Delivery Date, being that of Bermuda, the Marshall Islands, Bahamas or such other registry as the Agent may, with
the approval of the Italian Authorities and at least three Lenders representing as a minimum the Majority Lenders, approve.


 


“Material
Adverse Effect” means the occurrence of any event or circumstance which reasonably would be expected to have a
material adverse effect on:


 


		(a)	the business, operations, property, condition (financial or otherwise) of any Obligor or the Group
as a whole; or



 


		(b)	the ability of any Obligor to perform its obligations under any Finance Document and/or any Pre-delivery
Contract; or



 


		(c)	the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted
or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Secured Party under any of
the Finance Documents.



 


“Material
Provisions” means Article 1 (Subject of the Contract), Article 2 (Vessel’s Classification – Rules and Regulations
– Certificates), Article 8 (Delivery), Article 9 (Price), Article 13 (Speed – Liquidated Damages), Article 14 (Deadweight
– Liquidated Damages), Article 17 (Fuel Oil Consumption – Liquidated Damages), Article 19 (Maximum Amount of Liquidated
Damages), Article 20 (Termination of the Contract – Liquidated Damages to be paid by the Builder), Article 23 (Insurance),
Article 25 (Guarantee – Liability), Article 26 (Permissible Delay), Article 29 (Assignment of the Contract), and Article
30 (Law of the Contract – Disputes) of the Shipbuilding Contract.


 


“Maximum
Loan Amount” means the aggregate of:


 


		(a)	the Dollar Equivalent of six hundred and forty million Euros (€640,000,000); and



 




    	 	12	 



     


    

  


		(b)	one hundred per cent. (100%) of the SACE Premium to be paid in accordance with Clause 8.1 (SACE
Premium),



 


provided that
such amount shall not, at any time, exceed eight hundred and sixty-eight million, one hundred and eight thousand, one hundred and
eight Dollars and eleven Cents ($868,108,108.11).


 


“Minor
Modification” means a modification of the plans or the specification or the construction of the Ship under Article
24 of the Shipbuilding Contract, resulting in a contract price increase or decrease of less than [*] Euros (€[*]).


 


“Model”
means the principles of the compliance system adopted by CDP pursuant to Legislative Decree 231/01, available on CDP’s website
(http://www.cdp.it/static/upload/pri/ principles-of-the-compliance-system.pdf).


 


“Mortgage”
means the first priority mortgage on the Ship acceptable for registration on the Approved Flag and, if applicable, deed of covenant,
executed or to be executed by the Borrower in favour of the Security Trustee in the agreed form.


 


“Negotiation
Period” has the meaning given in Clause 6.9 (Negotiation of alternative rate of interest).


 


“Obligors”
means the Borrower, the Guarantor, the Shareholder and (in the event that the Approved Manager is a member of the Group) the Approved
Manager.


 


“Original
Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the
date of this Agreement.


 


“Overnight
LIBOR” means, on any date, the London interbank offered rate, being the day to day rate at which Dollars are offered
to prime banks in the London interbank market and published by the Intercontinental Exchange at or about 11.00 a.m. London time
on page LIBOR01 of the Reuters screen. If the agreed page is replaced or the service ceases to be available, the Agent may specify
another page or service displaying the appropriate rate after consultation with the Borrower.


 


“Parallel
Debt” means any amount which an Obligor owes to the Security Trustee under Clause 27.2 (Parallel Debt (Covenant
to pay the Security Trustee)).


 


“Participating
Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency
in accordance with legislation of the European Union relating to Economic and Monetary Union.


 


“Party”
means a party to this Agreement from time to time.


 


“Permitted
Financial Indebtedness” means any Financial Indebtedness:


 


		(a)	incurred under the Finance Documents; or



 


		(b)	permitted pursuant to Clause 12.14 (Financial Indebtedness and subordination of indebtedness).



 


“Permitted
Security Interests” means:


 


		(a)	in the case of the Borrower:



 


		(i)	any of the Security Interests referred to in paragraph (b)(ii)(A) below; and



 




    	 	13	 



     


    




 


		(ii)	any of the Security Interests referred to in paragraphs (b)(ii)(B), (b)(ii)(C), (b)(ii)(E), (b)(ii)(H)
and (b)(ii)(I) below if, by reason of any chartering or management arrangements for the Ship approved by the Agent pursuant to
the provisions of this Agreement, such Security Interests are created by the Borrower in the case of paragraphs (b)(ii)(C) or (b)(ii)(E)
or incurred by the Borrower in the case of paragraphs (b)(ii)(B), (b)(ii)(H) or (b)(ii)(I); and



 


		(b)	in the case of the Guarantor:



 


		(i)	any of the Security Interests referred to in paragraphs (ii)(A), (ii)(D), (ii)(F) and (ii)(G) below;
and



 


		(ii)	any of the Security Interests referred to in paragraphs (C), (E), (H) and (I) below if, by reason
of any chartering or management arrangements for the Ship approved by the Agent pursuant to the provisions of this Agreement, such
Security Interests are created by the Guarantor in the case of paragraphs (C) or (E) or incurred by the Guarantor in the case of
paragraphs (H) or (I);



 


		(A)	any Security Interest created by or pursuant to the Finance Documents and any deposits or other
Security Interests placed or incurred in connection with any bond or other surety from time to time provided to the US Federal
Maritime Commission in order to comply with laws, regulations and rules applicable to the operators of passenger vessels operating
to or from ports in the United States of America;



 


		(B)	liens on the Ship up to an aggregate amount at any time not exceeding [*] for current crew’s wages
and salvage and liens incurred in the ordinary course of trading the Ship;



 


		(C)	any deposits or pledges up to an aggregate amount at any time not exceeding [*] to secure the performance
of bids, tenders, bonds or contracts required in the ordinary course of business;



 


		(D)	any other Security Interest including in relation to the Existing Indebtedness over the assets
of any Obligor other than the Borrower notified by the Borrower or any of the Obligors to the Agent and accepted by it prior to
the date of this Agreement;



 


		(E)	(without prejudice to the provisions of Clause 12.14 (Financial Indebtedness and subordination
of indebtedness)) liens on assets leased, acquired or upgraded after the date of this Agreement or assets newly constructed
or converted after the date of this Agreement provided that (i) such liens secure Financial Indebtedness otherwise permitted under
this Agreement, (ii) such liens are incurred at the time of such lease, acquisition, upgrade, construction or conversion and (iii)
the Financial Indebtedness secured by such liens does not exceed the cost of such upgrade or the cost of such assets acquired or
leased;



 


		(F)	other liens arising in the ordinary course of business of the Group unrelated to Financial Indebtedness
and securing obligations not yet delinquent or which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been established provided that (i) the aggregate amount of all cash and the fair market value of all other
property subject to such liens as are described in this paragraph (F) does not exceed [*] and (ii) such cash and/or other property
is not an asset of the Borrower;



 




    	 	14	 



     


    

  


		(G)	subject to the other provisions of this Agreement and the Guarantee, any Security Interest in respect
of existing Financial Indebtedness of a person which becomes a Subsidiary of the Guarantor or is merged with or into the Guarantor
or any of its subsidiaries;



 


		(H)	liens in favour of credit card companies on unearned customer deposits pursuant to agreements therewith;
and



 


		(I)	liens in favour of customers on unearned customer deposits.



 


“Pertinent
Document” means:


 


		(a)	any Finance Document;



 


		(b)	any policy or contract of insurance contemplated by or referred to in Clause 12 (General Undertakings)
or any other provision of this Agreement or another Finance Document;



 


		(c)	any other document contemplated by or referred to in any Finance Document; and



 


		(d)	any document which has been or is at any time sent by or to the Agent in contemplation of or in
connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c).



 


“Pertinent
Matter” means:


 


		(a)	any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document;
or



 


		(b)	any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph
(a);



 


and covers any such transaction,
matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time
after that signing.


 


“Post-Delivery
Assignment” means an assignment of the rights of the Borrower in respect of the post-delivery guarantee liability
of the Builder under Article 25 of the Shipbuilding Contract executed or to be executed by the Borrower in favour of the Security
Trustee in the agreed form.


 


“Pre-delivery
Contracts” means the Shipbuilding Contract and the Refund Guarantee.


 


“Pre-delivery
Security” means a document creating security over the Pre-delivery Contracts in agreed form.


 


“Prohibited
Payment” means:


 


		(a)	any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would
constitute bribery or an improper gift or payment under, or a breach of Sanctions, any laws of the Republic of Italy, England and
Wales, Bermuda, the Council of the European Union, Germany, the United States of America or any other applicable jurisdiction;
or



 




    	 	15	 



     


    

  


		(b)	any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would
or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions of 17 December 1997.



 


“Prohibited
Person” means any person (whether designated by name or by reason of being included in a class of persons) against
whom Sanctions are directed.


 


“Protocol
of Delivery and Acceptance” means the protocol of delivery and acceptance of the Ship to be signed by the Borrower
and the Builder in accordance with Article 8 of the Shipbuilding Contract.


 


“Quotation
Date” means, in relation to any Interest Period (or any period for which an interest rate is to be determined under
any provision of a Finance Document), the day which is 2 Business Days before the first day of that period, unless market practice
differs in the Relevant Interbank Market for a currency, in which case the Quotation Date will be determined by the Agent in accordance
with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant
Interbank Market on more than one day, the Quotation Date will be the last of those days).


 


“Qualifying
Certificate” means the certificate to be issued by the Builder on each Drawdown Date and issued to the Agent and
copied to the Borrower substantially in the form set out in Schedule 5 (Qualifying Certificate).


 


“Refund
Guarantee” means any irrevocable and unconditional guarantee issued or to be issued by a Refund Guarantor in favour
of the Borrower under the Shipbuilding Contract in a form acceptable to the Joint Mandated Lead Arrangers and the SACE Agent.


 


“Refund
Guarantor” means a bank, insurance company or other financial institution acceptable to the Lenders and SACE which,
at the time of issue by it of a Refund Guarantee, has a minimum credit rating of at least BBB- at Standard & Poor’s (or,
where the relevant Refund Guarantor is not rated by Standard & Poor’s, the equivalent rating at Moody’s or where
the relevant Refund Guarantor is not rated by Standard & Poor’s or Moody’s, the equivalent rating at Fitch).


 


“Relevant
Interbank Market” means the European Interbank Market.


 


“Relevant
Jurisdiction” means, in relation to an Obligor:


 


		(a)	its jurisdiction of incorporation;



 


		(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Security
Interests created, or intended to be created, under the Finance Documents to which it is a party is situated;



 


		(c)	any jurisdiction where it conducts its business; and



 


		(d)	the jurisdiction whose laws govern the perfection of any of the Security Interests created, or
intended to be created, under the Finance Documents to which it is a party.



 


“Repayment
Date” means a date on which a repayment is required to be made under Clause 5 (Repayment).


 


“Representative”
means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.


 




    	 	16	 



     


    

  


“Requisition
Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred
to in paragraph (b) of the definition of “Total Loss”.


 


“Restricted
Country” means a country or territory that is the subject of any comprehensive Sanctions barring dealings with such country
or territory.


 


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


 


“RG
Downgrade Event” means an event which occurs when a Refund Guarantor ceases to maintain a credit rating of at least BBB-
at Standard & Poor’s (or, where the relevant Refund Guarantor is not rated by Standard & Poor’s, the equivalent
rating at Moody’s or where the relevant Refund Guarantor is not rated by Standard & Poor’s or Moody’s, the
equivalent rating at Fitch).


 


“SACE”
means SACE S.p.A.


 


“SACE
Agent” means Crédit Agricole Corporate and Investment Bank, a French “société anonyme”,
having a share capital of seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and
forty two Euros (€7,851,636,342) and its registered office located at 12, place des Etats-Unis, CS 70052, 92547 Montrouge
cedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés
of Nanterre or any successor of it appointed under Clause 26 (Role of the Agent and the Joint Mandated Lead Arrangers).


 


“SACE
Insurance Policy” means the insurance policy in respect of this Agreement (which, in all material respects, is
not inconsistent with the commercial terms of this Agreement) to be issued by SACE for the benefit of the Lenders in respect of
one hundred per cent. (100%) of the Loan in form and substance satisfactory to the Agent and all the Lenders.


 


“SACE
Premium” means the amount payable by the Borrower to SACE directly or through the Agent in two instalments in respect
of the SACE Insurance Policy as set out in Clause 8 (SACE Premium and Italian Authorities).


 


“SACE
Premium Instalments” means each of the First Instalment and Second Instalment.


 


“SACE
Required Documents” means in relation to each Drawdown Notice:


 


		(a)	a duly completed and executed Qualifying Certificate; and



 


		(b)	each of the other documents, information and other evidence specified in or required to be enclosed
with such Qualifying Certificate.



 


“Safety
Management Certificate” has the meaning given to it in the ISM Code.


 


“Sanctions”
means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment,
exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):


 


		(a)	imposed by law or regulation of the United Kingdom, the Council of the European Union, the United
Nations or its Security Council or imposed by any member state of the European Union or Switzerland;



 


		(b)	imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC);
or



 


		(c)	otherwise imposed by any law or regulation.



 




    	 	17	 



     


    

  


“Second
Instalment” means the second instalment of the SACE Premium as more particularly described in paragraph (b) of
Clause 8.1 (SACE Premium).


 


“Secured
Liabilities” means all liabilities which the Borrower, the Obligors or any of them have, at the date of this Agreement
or at any later time or times, under or in connection with any Finance Document or any judgment relating to any Finance Document;
and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms,
which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws
of any country.


 


“Secured
Party” means SACE, the Agent, the Security Trustee, the SACE Agent, the Joint Mandated Lead Arrangers or any Lender
whether at the date of this Agreement or any later time.


 


“Security
Interest” means:


 


		(a)	a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien, assignment,
hypothecation or any other security interest of any kind or other agreement or arrangement having the effect of conferring security;



 


		(b)	the security rights of a plaintiff under an action in rem; and



 


		(c)	any arrangement entered into by a person (A) the effect of which is to place another person (B)
in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over
an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard
terms of business of a bank or financial institution.



 


“Security
Period” means the period commencing on the date of this Agreement and ending on the date on which:


 


		(a)	all amounts which have become due for payment by the Borrower or any Obligor under the Finance
Documents have been paid;



 


		(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance
Document;



 


		(c)	neither the Borrower nor any other Obligor has any future or contingent liability under Clause
19 (Application of sums received) below or any other provision of this Agreement or another Finance Document; and



 


		(d)	the Agent does not consider that there is a significant risk that any payment or transaction under
a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of
the Borrower or an Obligor or in any present or possible future proceeding relating to a Finance Document or any asset covered
(or previously covered) by a Security Interest created by a Finance Document.



 


“Security
Property” means:


 


		(a)	the Security Interests expressed to be granted in favour of the Security Trustee as trustee for
the Secured Parties and all proceeds received or recovered by or on behalf of the Security Trustee under or by virtue of any Security
Interest including any money or other assets which are received or recovered by it as a result of the enforcement or exercise by
it of such a Security Interest or right;



 




    	 	18	 



     


    

 


		(b)	all obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Secured
Liabilities to the Security Trustee as trustee for the Secured Parties and secured by the Security Interests together with all
representations and warranties expressed to be given by an Obligor in favour of the Security Trustee as trustee for the Secured
Parties;



 


		(c)	the Security Trustee’s interest in any turnover trust created under the Finance Documents;



 


		(d)	any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual
or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the
Secured Parties,



 


except:


 


		(i)	rights intended for the sole benefit of the Security Trustee; and



 


		(ii)	any moneys or other assets which the Security Trustee has transferred to the Agent or (being entitled
to do so) has retained in accordance with the provisions of this Agreement.



 


“Security
Requirement” means the amount in Dollars (as certified by the Agent whose certificate shall, in the absence of
manifest error, be conclusive and binding on the Borrower and the Agent) which is at any relevant time one hundred and twenty-five
per cent (125%) of the Loan.


 


“Security
Trustee” means Crédit Agricole Corporate and Investment Bank, a French “société anonyme”,
having a share capital of seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and
forty two Euros (€7,851,636,342) and its registered office located at 12, place des Etats-Unis, CS 70052, 92547 Montrouge
cedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés
of Nanterre or any successor of it appointed under Clause 27 (The Security Trustee).


 


“Security
Value” means the amount in Dollars (as certified by the Agent whose certificate shall, in the absence of manifest
error, be conclusive and binding on the Borrower and the Agent) which, at any relevant time, is the aggregate of (i) the charter
free market value of the Ship as most recently determined in accordance with Clause 13.4 (Valuation of the Ship); and (ii)
the market value of any additional security for the time being actually provided to the Agent pursuant to Clause 15 (Security
Value Maintenance).


 


“Servicing
Party” means the Agent or the Security Trustee.


 


“Shares
Security Deed” means a document creating security over the share capital in the Borrower in the agreed form.


 


“Shareholder”
means NCL International Ltd., a Bermuda company with its registered office at Cumberland House, 9th Floor, 1 Victoria Street,
Hamilton HM11, Bermuda.


 


“Ship”
means the passenger cruise ship currently designated with Hull No. [*] (as more particularly described in the Shipbuilding Contract)
to be constructed under the Shipbuilding Contract and to be delivered to, and purchased by, the Borrower and registered in its
name under an Approved Flag.


 


“Shipbuilding
Contract” has the meaning given in Recital (A).


 


“SIMEST”
means Società Italiana per Le Imprese all’Estero - SIMEST Spa, which grants export subsidies in Italy under and according
to the Italian Legislative Decree n. 143/98 and its amendments.


 




    	 	19	 



     


    

  


“Subordinated
Debt Security” has the meaning given in paragraph (b)(ii) of Clause 12.14 (Financial Indebtedness and subordination
of indebtedness).


 


“Subsidiary”
has the following meaning:


 


A company (S) is a subsidiary
of another company (P) if:


 


		(a)	a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited
rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or



 


		(b)	P has direct or indirect control over a majority of the voting rights attaching to the issued shares
of S; or



 


		(c)	P has the direct or indirect power to appoint or remove a majority of the directors of S; or



 


		(d)	P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance
with the wishes of P;



 


and any company of which S is
a subsidiary is a parent company of S.


 


“Tax”
means any tax, levy, impost, duty, assessment, fee, deduction or other charge or withholding of a similar nature imposed by any
governmental authority (including any penalty or interest payable in connection with any failure to pay or any delay in paying
any of the same).


 


“Total
Loss” means:


 


		(a)	actual, constructive, compromised, agreed or arranged total loss of the Ship;



 


		(b)	any expropriation, confiscation, requisition or acquisition of the Ship, whether for full consideration,
a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government
or official authority or by any person or persons claiming to be or to represent a government or official authority, (excluding
a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 1 month redelivered
to the Borrower’s full control;



 


		(c)	any arrest, capture, seizure or detention of the Ship (including any hijacking or theft) unless
it is within 1 month redelivered to the Borrower’s full control.



 


“Total
Loss Date” means:


 


		(a)	in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown,
the date when the Ship was last heard of;



 


		(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Ship, the earliest
of:



 


		(i)	the date on which a notice of abandonment is given to the insurers; and



 


		(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with
the Ship’s insurers in which the insurers agree to treat the Ship as a total loss; and



 




    	 	20	 



     


    

  


		(c)	in the case of any other type of total loss, on the date (or the most likely date) on which it
appears to the Agent acting reasonably and in consultation with the Borrower that the event constituting the total loss occurred.



 


“Transaction
Documents” means the Finance Documents and the Underlying Documents.


 


“Transfer
Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate)
or any other form agreed between the Agent and the Borrower.


 


“Underlying
Documents” means the Shipbuilding Contract, the Refund Guarantee, any Management Agreement, any bareboat charter
and any charter and associated guarantee in respect of which a notice of assignment is required to be served under the terms of
the General Assignment.


 


“Unpaid
Sum” means (i) any sum due and payable but unpaid by an Obligor under the Finance Documents and (ii) any part of
the SACE Premium unpaid by the Borrower.


 


“VAT”
means:


 


		(a)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system
of value added tax (EC Directive 2006/112); and



 


		(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution
for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.



 


“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; and



 


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



 


		(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.



 


		1.2	Construction of certain terms



 


In this Agreement:


 


“Agent”,
the “SACE Agent”, the “Joint
Mandated Lead Arranger”, the “Security Trustee”,
any “Creditor Party”, any “Secured
Party”, any “Lender”, any “Obligor”
or any other “person”, shall be construed so as
to include its successors in title, permitted assigns and permitted transferees.


 




    	 	21	 



     


    

  


“approved
by the Lenders” (or any similar determination or instruction by the Lenders) means approved in writing by the Agent acting
on the instructions of all the Lenders and SACE (on such conditions as they may respectively impose) (or the Lenders only to the
extent the SACE Insurance Policy does not cover the event for which such instruction or approval is required) and any requirement
for approval by all the Lenders shall mean prior approval.


 


“approved
by the Majority Lenders” (or any similar determination or instruction by the Majority Lenders) means approved in writing
by the Agent acting on the instructions of the Majority Lenders and SACE (or the Majority Lenders only to the extent the SACE Insurance
Policy does not cover the event for which such instruction or approval is required) (on such conditions as they may respectively
impose) and otherwise approved means approved in writing by the Agent (on such conditions as the Agent may impose) and approval
and approve shall be construed accordingly and any requirement for approval by the Agent or the Majority Lenders shall mean prior
approval.


 


“asset”
includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or
other payment.


 


“company”
includes any partnership, joint venture and unincorporated association.


 


“consent”
includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation.


 


“contingent
liability” means a liability which is not certain to arise and/or the amount of which remains unascertained.


 


“date
of this Agreement” means 12 April 2017.


 


“document”
includes a deed; also a letter, fax or electronic mail.


 


“expense”
means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Taxes including
VAT.


 


“including”
and “in particular” (and other similar expressions)
shall be construed as not limiting any general words or expressions in connection with which they are used.


 


“indebtedness”
includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or
future, actual or contingent;


 


“law”
includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution
of the Council of the European Union, the European Commission, the United Nations or its Security Council.


 


“legal
or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action
or investigation.


 


“liability”
includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or
otherwise.


 


“months”
shall be construed in accordance with Clause 1.4 (Meaning of “month”).


 


“parent
company” has the meaning given in the definition of “Subsidiary”.


 


“person”
includes any individual, firm, company, corporation, government, any state, political sub-division of a state and local or municipal
authority, agency of a state or any association, trust, joint venture, consortium or partnership; and any international organisation
(whether or not having a separate legal personality).


 




    	 	22	 



     


    

  


“proceedings”
means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a
provisional or protective measure.


 


“regulation”
includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.


 


		1.3	Construction of Insurance Terms



 


“approved”
means, for the purposes of Clause 14 (Insurance Undertakings), approved in writing by the Agent.


 


“excess
risks” means the proportion of claims for general average, salvage and salvage charges not recoverable under the
hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship
is assessed for the purpose of such claims.


 


“obligatory
insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 14 (Insurance
Undertakings) or any other provision of this Agreement or another Finance Document.


 


“policy”
in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance
or its terms.


 


“protection
and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London,
including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which
are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International
Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running
Down Clause (1/10/71) or any equivalent provision.


 


“war
risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02
or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls)(1/10/83).


 


		1.4	Meaning of “month”



 


A period of
one or more “months” ends on the day in the relevant
calendar month numerically corresponding to the day of the calendar month on which the period started (“the
numerically corresponding day”), but:


 


		(a)	on the Business Day following the numerically corresponding day if the numerically corresponding
day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically
corresponding day; or



 


		(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business
Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;



 


and “month”
and “monthly” shall be construed accordingly.


 




    	 	23	 



     


    

 





		1.5	Non-applicable provisions between the Obligors and German Lenders


 


The undertakings
and covenants given under paragraph (e) of Clause 12.2 (Information), Clause 12.4 (Illicit Payments), Clause 12.5
(Prohibited Payments), Clause 12.25 (Compliance with laws etc.) or Clause 21.1 (Illegality and Sanctions)
and the representations and warranties given under paragraphs (u), (v), (y), (z) and (jj) of Clause 11.2 (Continuing representations
and warranties) and paragraph (j) of Clause 11.3 (Representations on the Delivery Date) respectively shall only be given,
and be applicable to, a Lender incorporated in the Federal Republic of Germany insofar as the giving of and compliance with such
undertakings and covenants and such representations and warranties do not result in a violation of or conflict with section 7 of
the German Foreign Trade Regulation (Außenwirtschaftsverordnung) (in conjunction with section 4 paragraph 1 a no.3
foreign trade law (AWG) (Außenwirtschaftsgesetz)), any provision of Council Regulation (EC) 2271/1996 or any similar
applicable anti-boycott law or regulation.


 


		1.6	General Interpretation



 


In this Agreement:


 


		(a)	references in Clause 1.1 (Definitions) to a Finance Document or any other document being
an “agreed form” are to the form agreed between
the Agent (acting with the authorisation of each of the Creditor Parties and SACE) and the Borrower with any modifications to that
form which the Agent (with the authorisation of the Majority Lenders and SACE in the case of substantial modifications) approves
or reasonably requires;



 


		(b)	references to, or to a provision of, a Finance Document or any other document are references to
it as amended, amended and restated or supplemented, whether before the date of this Agreement or otherwise;



 


		(c)	references to Sanctions, for the purposes of Clause 11 (Representations and Warranties),
Clause 12 (General Undertakings), Clause 20 (Indemnities), Clause 21 (Illegality, etc.) and the Security Documents
shall mean “Sanctions” as defined in Clause 1.1 (Definitions), by which any Obligor is bound or to which it is
subject or, as regards a regulation, compliance with which is reasonable in the ordinary course of business of any Obligor.



 


		(d)	references to, or to a provision of, any law or regulation include any amendment, extension, re-enactment
or replacement, whether made before the date of this Agreement or otherwise;



 


		(e)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal
status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include
that which most nearly approximates in that jurisdiction to the English legal term;



 


		(f)	words denoting the singular number shall include the plural and vice versa; and



 


		(g)	Clauses 1.1 (Definitions) to 1.6 (General Interpretation) apply unless the contrary
intention appears.



 


		1.7	Headings



 


In interpreting a Finance Document
or any provision of a Finance Document, all clauses, sub-clauses and other headings in that and any other Finance Document shall
be entirely disregarded.


 


		1.8	Schedules



 


The schedules form an integral
part of this Agreement.


 




    	 	24	 



     


    

  


		2	Facility



 


		2.1	Amount of facility



 


Subject to the other provisions
of this Agreement, the Lenders agree to make available to the Borrower a loan in five (5) Advances not exceeding the Maximum Loan
Amount intended to be applied as follows:


 


		(a)	in reimbursement to the Borrower or in payment to the Builder, up to the Eligible Amount, of all
or part of eighty per cent. (80%) of the Final Contract Price;



 


		(b)	in reimbursement to the Borrower of the amount of the First Instalment of the SACE Premium paid
by it to SACE in accordance with paragraph (a) of Clause 8.1 (SACE Premium);



 


		(c)	in payment to SACE of the amount of the Second Instalment of the SACE Premium payable by the Borrower
to SACE in accordance with paragraph (b) of Clause 8.1 (SACE Premium).



 


		2.2	Lenders’ participations in Loan



 


Subject to the other provisions
of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its
Commitment bears to the Total Commitments.


 


		2.3	Purpose of Loan



 


The Borrower undertakes with
each Secured Party to use each Advance only to pay for:


 


		(a)	goods and services of Italian origin incorporated in the design, construction or delivery of the
Ship;



 


		(b)	subject to the limits and conditions fixed by the Italian Authorities, goods and services incorporated
in the design, construction or delivery of the Ship and originating from countries other than Italy where the provision of such
goods or services has been sub-contracted by the Builder and therefore remains the Builder’s responsibility under the Shipbuilding
Contract;



 


		(c)	reimbursement to the Borrower of all or part of eighty per cent. (80%) of the First Shipbuilding
Contract Instalment;



 


		(d)	reimbursement to the Borrower of the First Instalment of the SACE Premium paid by the Borrower
direct to SACE in accordance with paragraph (a) of Clause 8.1 (SACE Premium); and



 


		(e)	the Second Instalment of the SACE Premium payable in accordance with paragraph (b) of Clause 8.1
(SACE Premium).



 


		2.4	Creditor Parties’ rights and obligations



 


		(a)	The obligations of each Creditor Party under the Finance Documents are several. Failure by a Creditor
Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance
Documents. No Creditor Party is responsible for the obligations of any other Creditor Party under the Finance Documents.



 


		(b)	The rights of each Creditor Party and SACE under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a Creditor Party and SACE from an Obligor shall
be a separate and independent debt.



 




    	 	25	 



     


    




 


		(c)	A Creditor Party and SACE may not, except as otherwise stated in the Finance Documents, separately
enforce its rights under the Finance Documents.



 


		(d)	Notwithstanding any other provision of the Finance Documents and subject to the prior written consent
of SACE, a Creditor Party may separately sue for any Unpaid Sum due to it without the consent of any other Creditor Party or joining
any other Creditor Party to the relevant proceedings (it being understood that a Creditor Party may file a claim noting the amounts
due to it in the event insolvency proceedings are commenced against the Borrower by a third party).



 


		2.5	Monitoring



 


No Creditor Party is bound to
monitor or verify the application of any amount borrowed pursuant to this Agreement.


 


		2.6	Obligations of Lenders several



 


The obligations of the Lenders
under this Agreement are several; and a failure of a Lender to perform its obligations under this Agreement shall not result in:


 


		(a)	the obligations of the other Lenders being increased; nor



 


		(b)	any Obligor or any other Lender being discharged (in whole or in part) from its obligations under
any Finance Document,



 


and in no circumstances shall
a Lender have any responsibility for a failure of another Lender to perform its obligations under this Agreement or any other Finance
Document.


 


		3	Conditions Precedent



 


		3.1	General



 


The Borrower may only draw an
Advance when the following conditions have been fulfilled to the satisfaction of the Agent and provided no Event of Default shall
have occurred and remains unremedied or is likely to occur as a consequence of the drawing of the Advance:


 


		3.2	No later than the date of this Agreement



 


The Agent shall have received
no later than the date of this Agreement:


 


		(a)	an opinion from legal counsel acceptable to the Secured Parties as to the laws of the state of
Bermuda in form and substance satisfactory to the Agent and the Secured Parties, together with the company documentation of the
Bermudan Obligors supporting the opinion, including but without limitation the Memorandum of Association and By-laws as filed with
the competent authorities and a certificate of a competent officer or manager of each of the Bermudan Obligors containing specimen
signatures of the persons authorised to sign the documents on behalf of each of the Bermudan Obligors, including, without limitation:



 


		(i)	the Bermudan Obligors have been duly formed and are validly existing as companies under the laws
of Bermuda;



 


		(ii)	the Finance Documents to which each Opinion Obligor is a party to falls within the scope of the
Bermudan Obligors’ purpose as defined by their Memoranda of Association and By-laws;



 


		(iii)	each Opinion Obligor’s representatives were at the date of this Agreement fully empowered
to sign the Finance Documents to which it is a party;



 




    	 	26	 



     


    

  


		(iv)	either all administrative requirements applicable to the Bermudan Obligors (whether in Bermuda
or elsewhere), concerning the transfer of funds abroad and acquisitions of Dollars to meet their obligations hereunder have been
complied with, or that there are no such requirements;



 


		(v)	no withholding tax or stamp duty implications arise by virtue of the Bermudan Obligors entering
into the Finance Documents to which they are a party respectively;



 


		(vi)	a judgment of an English Court in relation to this Agreement and any relevant Finance Documents
to which each Opinion Obligor is a party will be recognised by and acknowledged by the Courts in Bermuda; and



 


		(vii)	the Finance Documents to which each Opinion Obligor is a party constitute the legal, valid and
binding obligations of that Opinion Obligor enforceable in accordance with its terms,



 


and containing such qualifications
and assumptions as are standard for opinions of this type;


 


		(b)	an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory
to the Agent and the Secured Parties in respect of the validity and enforceability of this Agreement and the Guarantee;



 


		(c)	an opinion from legal counsel to the Secured Parties as to Bermudan law in form and substance satisfactory
to the Agent and the Secured Parties in respect of the validity and enforceability of the Shares Security Deed;



 


		(d)	a Certified Copy of the executed Shipbuilding Contract;



 


		(e)	such documentary evidence as the Agent and its legal advisers may require in relation to the due
authorisation and execution by the Borrower and the Builder of the Shipbuilding Contract and of all documents to be executed by
the Borrower and the Builder;



 


		(f)	a confirmation from EC3 Services Limited of The St Botolph Building, 138 Houndsditch, London EC3A
7AR that it will act for the Borrower and the Guarantor as agent for service of process in England in respect of this Agreement
and any other Finance Document;



 


		(g)	duly executed originals of the Guarantee and the Shares Security Deed and of each document to be
submitted pursuant to it;



 


		(h)	such documentation and other evidence as is reasonably requested by the Agent (for itself or on
behalf of any Lender or SACE) or any Lender or SACE (for itself) in order for the Agent and such Lender or SACE to carry out and
be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws
and regulations pursuant to the transactions contemplated in the Finance Documents;



 


		(i)	payment of [*] per cent. ([*]%) of the Joint Mandated Lead Arranger structuring fee payable in
accordance with paragraph (a)(i) of Clause 9.1 (Fees);



 


		(j)	payment of the initial portion of the Agent Structuring Fee (as defined in the Fee Letter), payable
in accordance with terms of the Fee Letter; and



 


		(k)	an agreed form version of the Italian law tax opinion from legal counsel to the Creditor Parties
in respect of the tax treatment of payments under the SACE Insurance Policy.



 




    	 	27	 



     


    

 





		3.3	No later than forty-five (45) days before the first Drawdown Date


 


The Agent shall have received
from the Borrower no later than forty-five (45) days before the first Drawdown Date (and on each subsequent date on which a Compliance
Certificate is to be received by the Security Trustee pursuant to clause 11.3(c) of the Guarantee) a duly completed Compliance
Certificate from the Guarantor.


 


		3.4	No later than [*] days before the first Drawdown Date



 


The Agent shall
have received from the Borrower no later than [*] days before the first Drawdown Date:


 


		(a)	notification, signed by a duly authorised signatory of the Borrower, specifying which of the Fixed
Interest Rate or the Floating Interest Rate shall be applicable to all Advances until the date of payment of the final repayment
instalment of the Loan in accordance with the provisions of Clause 6.1 (Fixed or Floating Interest Rate));



 


		(b)	the SACE Insurance Policy documentation relating to the transaction contemplated by this Agreement
issued on terms whereby the SACE Insurance Policy will enter into full force and effect upon fulfilment of the conditions specified
therein to be fulfilled on or before the first Drawdown Date; and



 


		(c)	a certified true copy bank statement evidencing receipt by the Builder of the First Shipbuilding
Contract Instalment (as described in Recital (B)).



 


		3.5	No later than five (5) Business Days before each Drawdown Date



 


The Agent shall have received
no later than five (5) Business Days before each Drawdown Date a Drawdown Notice from the Borrower, signed by a duly authorised
signatory of the Borrower, specifying the amount of the Advance to be drawn down.


 


		3.6	No later than five (5) Business Days before the First Drawdown Date



 


The Agent shall
have received no later than five (5) Business Days before the First Drawdown Date:


 


		(a)	an agreed form version of the Pre-delivery Security and of each document to be issued pursuant
to it;



 


		(b)	an agreed form version of the opinion to be issued by legal counsel to the Secured Parties as to
English law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability
of the Pre-delivery Security;



 


		(c)	an agreed form version of the opinion to be issued by legal counsel to the Secured Parties as to
Bermuda law in form and substance satisfactory to the Agent and the Secured Parties in respect of the Borrower’s execution of the
Pre-delivery Security;



 


		(d)	an original of the SACE Insurance Policy;



 


		(e)	evidence that the First Instalment has been paid;



 


		(f)	an agreed form version of the Interest Make-Up Agreement relative to the Loan;



 


		(g)	an agreed form version of the opinion to be issued by legal counsel to the Creditor Parties as
to Italian law in form and substance satisfactory to the Agent and the Secured Parties in respect of SACE’s issuance of the SACE
Insurance Policy and compliance with the principles governing the eligibility of credit risk mitigation techniques as per Article
194, paragraph 1, of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013;



 


		(h)	if applicable, an agreed form version of the Subordinated Debt Security; and



 




    	 	28	 



     


    

  


		(i)	the agreed form version of any opinions to be issued by legal counsel to the Secured Parties relating
to the due execution, validity and enforceability of the Subordinated Debt Security (if applicable), in form and substance satisfactory
to the Agent and the Secured Parties.



 


		3.7	No later than the First Drawdown Date



 


The Agent shall
have received no later than the first Drawdown Date:


 


		(a)	a duly executed original of the Pre-delivery Security and of each document to be issued pursuant
to it;



 


		(b)	an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory
to the Agent and the Secured Parties in respect of the validity and enforceability of the Pre-delivery Security;



 


		(c)	an opinion from legal counsel to the Secured Parties as to Bermuda law in form and substance satisfactory
to the Agent and the Secured Parties in respect of the Borrower’s execution of the Pre-delivery Security;



 


		(d)	an original of the Interest Make-Up Agreement relative to the Loan and in full force and effect;



 


		(e)	an opinion from legal counsel to the Creditor Parties as to Italian law in form and substance satisfactory
to the Agent and the Secured Parties in respect of SACE’s issuance of the SACE Insurance Policy and compliance with the principles
governing the eligibility of credit risk mitigation techniques as per Article 194, paragraph 1, of the Regulation (EU) No 575/2013
of the European Parliament and of the Council of 26 June 2013; and



 


		(f)	an Italian law tax opinion from legal counsel to the Creditor Parties in respect of the tax treatment
of payments under the SACE Insurance Policy.



 


		3.8	No later than the Drawdown Date in respect of each Advance other than first Advance and the
Delivery Advance



 


The Agent shall
have received no later than the Drawdown Date in respect of each Advance other than in respect of the first Advance and the Delivery
Advance, a copy of the class milestone certificate in respect of the instalment due under the Shipbuilding Contract to which the
Advance relates issued by the classification society.


 


		3.9	No later than the Drawdown Date in respect of each Advance other than the Delivery Advance



 


The Agent shall
have received no later than the Drawdown Date in respect of each Advance other than the Delivery Advance:


 


		(a)	a Certified Copy of any executed Refund Guarantee and of the power of attorney (or other form of
authority) and related corporate authorities pursuant to which such Refund Guarantee was signed;



 


		(b)	a copy of the relevant invoice from the Builder in respect of the instalment under the Shipbuilding
Contract to which the Advance relates;



 


		(c)	written confirmation from the SACE Agent that there is no outstanding notice from SACE which terminates,
cancels or repudiates, withdraws or suspends the SACE Insurance Policy or states that the SACE Insurance Policy is not effective
or not guaranteed by the Republic of Italy;



 




    	 	29	 



     


    

  


		(d)	save for the First Shipbuilding Contract Instalment (in respect of which the Builder shall have
received from the Borrower an amount equal to one hundred per cent. (100%) of such instalment and the Agent shall have received
a certified true copy bank statement evidencing receipt by the Builder of the First Shipbuilding Contract Instalment in accordance
with Clause 3.4 (No later than [*] days before the first Drawdown Date), confirmation in writing from the Builder that it
has received from the Borrower an amount equal to twenty per cent. (20%) of the relevant instalment due under the Shipbuilding
Contract to which the Advance relates;



 


		(e)	a copy of a duly executed Qualifying Certificate;



 


		(f)	a certificate confirming that the Shipbuilding Contract continues to be in full force and effect
and, in relation to each instalment under a Pre-Delivery Contract, the proposed Refund Guarantee in respect of such instalment
is or is to be provided by a Refund Guarantor who is not subject to an RG Downgrade Event;



 


		(g)	a certificate of confirmation confirming that:



 


		(i)	no default or mandatory prepayment event pursuant to Clause 16 (Cancellation, Prepayment and
Mandatory Prepayment) is continuing or would result from the proposed Advance;



 


		(ii)	the repeating representations and, in relation to the first Advance and first Drawdown Notice,
all of the other representations set out in Clause 11 (Representations and Warranties) (except the representations to be
made on the Delivery Date pursuant to paragraph (b) of Clause 11.1 (Timing and repetition) are true;



 


		(h)	a certificate of confirmation attaching an original or a certified copy of each of the SACE Required
Documents and the Agent shall be satisfied that the SACE Required Documents on their face appear properly completed and comply
with the requirements of this Agreement and the requirements of the SACE Insurance Policy;



 


		(i)	if applicable, a duly executed original of the Subordinated Debt Security; and



 


		(j)	any opinions from legal counsel to the Secured Parties relating to the due execution, validity
and enforceability of the Subordinated Debt Security (if applicable), in form and substance satisfactory to the Agent and the Secured
Parties.



 


		3.10	No later than four (4) years before the Intended Delivery Date



 


The Agent shall
have received no later than four (4) years before the Intended Delivery Date, payment of the remaining [*] per cent. ([*]%) of
the Joint Mandated Lead Arranger structuring fee payable in accordance with paragraph (a)(ii) of Clause 9.1 (Fees).


 


		3.11	No later than ninety (90) days before the Intended Delivery Date



 


The Agent shall have received
no later than ninety (90) days before the Intended Delivery Date:


 


		(a)	notification from the Borrower of its chosen Maritime Registry; and



 


		(b)	notification of the Approved Manager.



 


		3.12	No later than sixty (60) days before the Intended Delivery Date



 


The Agent shall
have received from the Borrower no later than sixty (60) days before the Intended Delivery Date:


 




    	 	30	 



     


    

  


		(a)	notification of the Intended Delivery Date;



 


		(b)	a notice from the Borrower as described in paragraph (a) of Clause 8.4 (Refund); and



 


		(c)	a Bermudan tax opinion from legal counsel to the Secured Parties in respect of the tax treatment
of the entry by the Bermudan incorporated Borrower into this Agreement and the other Finance Documents substantially in the form
notified to the Borrower on or around the date of this Agreement and updated to reflect any changes in law.



 


		3.13	No later than fifteen (15) Business Days before the Intended Delivery Date



 


The Agent shall have received
no later than fifteen (15) Business Days before the Intended Delivery Date insurance documents in form and substance satisfactory
to the Lenders confirming that the Insurances have been effected and will be in full force and effect on the Delivery Date.


 


		3.14	No later than five (5) Business Days before the Intended Delivery Date



 


The Agent shall have received
no later than five (5) Business Days before the Intended Delivery Date:


 


		(a)	a Certified Copy of any amendments to the Shipbuilding Contract which are not Minor Modifications
arising in the general day to day construction period for a vessel of the type of the Ship and of the power of attorney pursuant
to which the authorised signatory of the Borrower signed the Drawdown Notice and a specimen of his signature; and



 


		(b)	a final confirmation of the Intended Delivery Date signed by a duly authorised signatory of the
Borrower, and counter-signed by a duly authorised signatory of the Builder.



 


		3.15	No later than the Delivery Date



 


The Agent shall have received
no later than the Delivery Date:


 


		(a)	if applicable, a duly executed original of the Subordinated Debt Security;



 


		(b)	any opinions from legal counsel to the Secured Parties relating to the due execution, validity
and enforceability of the Subordinated Debt Security, in form and substance satisfactory to the Agent and the Secured Parties;



 


		(c)	evidence of payment to and receipt by the Builder of any other part of the Final Contract Price
as at the Delivery Date not being financed hereunder;



 


		(d)	payment of the remaining portion of the Agent Structuring Fee (as defined in the Fee Letter), payable
in accordance with terms of the Fee Letter;



 


		(e)	evidence of payment of all amounts which are due and payable hereunder by the Borrower on or prior
to the Delivery Date;



 


		(f)	a certificate from the Borrower, signed by an authorised representative of the Borrower, confirming
that the representations and warranties contained in Clause 11 (Representations and Warranties) are true and correct as
of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date;



 


		(g)	a certificate of confirmation confirming that:



 


		(i)	the Shipbuilding Contract continues to be in full force and effect;



 




    	 	31	 



     


    

  


		(ii)	no default or mandatory prepayment event pursuant to Clause 16 (Cancellation, Prepayment and
Mandatory Prepayment) is continuing or would result from the Delivery Advance;



 


		(iii)	the repeating representations as set out in Clause 11 (Representations and Warranties) are
true; and



 


		(iv)	the representations to be made on the Delivery Date pursuant to paragraph (b) of Clause 11 (Representations
and Warranties) are true;



 


		(h)	an original or a certified copy of each of the SACE Required Documents and the Agent shall be satisfied
that the SACE Required Documents on their face appear properly completed and comply with the requirements of this Agreement and
the requirements of the SACE Insurance Policy; and



 


provided always that the obligations
of the Lenders to make the Advance available on the Delivery Date are subject to the Lenders remaining satisfied that each of the
SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Delivery Advance and
delivery to the Agent of the documents listed in Schedule 3 (Documents to be produced by the Builder to the Agent on Delivery).


 


		3.16	At Delivery



 


Immediately prior to the delivery
of the Ship by the Builder to the Borrower, the Agent shall have received:


 


		(a)	evidence that immediately following delivery:



 


		(i)	the Ship will be registered in the name of the Borrower in the Maritime Registry;



 


		(ii)	title to the Ship will be held by the Borrower free of all Security Interests other than any maritime
lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship
prior to or concurrently with delivery, none of which is overdue;



 


		(iii)	the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority
security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid
in full; and



 


		(iv)	the opinions mentioned in paragraphs (b) and (c) of Clause 3.17 (Immediately following Delivery),
in draft form immediately prior to the delivery of the Ship, and the documents mentioned in paragraph (e) of Clause 3.17 (Immediately
following Delivery) will be issued to and received by the Agent;



 


		(b)	a Certified Copy of a classification certificate (or interim classification certificate) showing
the Ship to be classed in accordance with paragraph (c) of Clause 11.3 (Representations on the Delivery Date).



 


		(c)	duly executed originals of the General Assignment, any Approved Manager’s Undertaking and the Post-Delivery
Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant
to the General Assignment and the Post-Delivery Assignment;



 


		(d)	a Certified Copy of any executed Management Agreement, any bareboat charter and any related security
pursuant to paragraph (b) of Clause 13.1 (Pooling of earnings and charters) (if applicable) and any time charterparty in
respect of the Ship;



 




    	 	32	 



     


    

  


		(e)	a Certified Copy of any current certificate of financial responsibility in respect of the Ship
issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect
of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance)
issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International
Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance
with Annex VI and, if entered into, any carrier initiative agreement with the United States’ Customs and Border Protection under
the Customs-Trade Partnership Against Terrorism (C-TPAT) programme along with any other documents required under the ISM Code and
the ISPS Code;



 


		(f)	a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the
Borrower signed the documents referred to in this Clause 3.16 (At Delivery) and to which the Borrower is a party and a specimen
of his or their signature(s); and



 


		(g)	a confirmation from EC3 Services Limited of The St Botolph Building, 138 Houndsditch, London EC3A
7AR (or any replacement process agent satisfactory to the Agent acting reasonably) that it will act for each of the relevant Obligors
as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable),
the General Assignment and the Post-Delivery Assignment.



 


		3.17	Immediately following Delivery



 


Immediately
following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive:


 


		(a)	a duly executed original of the Mortgage;



 


		(b)	an opinion from legal counsel acceptable to the Secured Parties as to the law of the Maritime Registry
in form and substance satisfactory to the Agent and the Secured Parties confirming:



 


		(i)	the valid registration of the Ship in the Maritime Registry; and



 


		(ii)	the Mortgage over the Ship is a first priority security and has been validly registered in the
Maritime Registry;



 


		(c)	an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory
to the Agent and the Secured Parties in respect of the validity and enforceability of the deed of covenants constituting part of
the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and any other relevant security document entered
into at delivery;



 


		(d)	an opinion from legal counsel acceptable to the Secured Parties as to the laws of the state of
Bermuda in form and substance satisfactory to the Agent and the Secured Parties together with the company documentation of the
Borrower and a certificate of a competent officer or manager of the Borrower containing specimen signatures of the persons authorised
to sign the documents on behalf of the Borrower, confirming that, without limitation:



 


		(i)	the Mortgage, the deed of covenants constituting part of the Mortgage, the General Assignment,
the Post-Delivery Assignment and the bareboat charter (if applicable) fall within the scope of the Borrower’s company purpose as
defined by its Memorandum of Association and By-laws and are binding on it; and



 


		(ii)	the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance,
the Mortgage, the deed of covenants constituting part of the Mortgage, the General Assignment, the Post-Delivery Assignment and
the bareboat charter (if applicable) and any related security pursuant to paragraph (b) of Clause 13.1 (Pooling of earnings
and charters); and



 




    	 	33	 



     


    

  


		(e)	the documents listed in Schedule 3 (Documents to be produced by the Builder to the Agent on
Delivery).



 


		3.18	Notification of satisfaction of conditions precedent



 


The Agent shall notify the Lenders
and SACE promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in this Clause 3 (Conditions
Precedent).


 


		3.19	Waiver of conditions precedent



 


If the Majority Lenders, at their
discretion, subject to the prior written consent of SACE, permit an Advance to be borrowed before any of the conditions precedent
referred to in Clause 3 (Conditions Precedent) has been satisfied, the Borrower shall ensure that that condition is satisfied
within five (5) Business Days after the date (as specified in the relevant part of Clause 3 (Conditions Precedent)) or such
later date as the Agent may agree in writing with the Borrower.


 


		3.20	Changes to SACE’s or SIMEST’s requirements



 


		(a)	If SACE or SIMEST notifies the Agent in writing of a change of the SACE Insurance Policy or the
Interest Make-Up Agreement (as applicable), or gives instructions to the SACE Agent with the effect that, in the opinion of the
Agent, this Agreement or certain documents which the Borrower is or may be required to provide for the purpose of drawing an Advance
under this Agreement shall be amended to comply with such change or instructions, then the SACE Agent shall promptly notify the
Borrower of such a change in SACE’s or SIMEST’s requirements (as applicable) and of the relevant amendments to be made
to this Agreement or any such documents as the Agent considers appropriate.



 


		(b)	If the Agent notifies the Borrower of any proposed changes to this Agreement under paragraph (a)
above, and provided that:



 


		(i)	all the Lenders and the Borrower agree with such changes; and



 


		(ii)	the Borrower indemnifies and holds harmless the Agent and the Lenders for any reasonable costs
that it may incur arising from or in connection with any such amendments (including legal fees),



 


then such changes will be made
to this Agreement in accordance with the terms hereof.


 


		(c)	If, in the opinion of the Lenders, there are any provisions of this Agreement that contradict or
conflict with any provision of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable), such that compliance
by any Finance Party with the terms of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable) may result in
a breach by such Finance Party of the any of the terms of this Agreement or to an extent that the same may have the effect of rendering
all or any part of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable) void, voidable or otherwise not
in full force and effect, the Borrower agrees that any relevant terms of this Agreement will be amended to the extent agreed in
writing between the Borrower and the Agent to ensure compliance with the terms of the SACE Insurance Policy or the Interest Make-up
Agreement (as applicable).



 


		3.21	No claim against the Finance Parties



 


The Borrower
agrees that the Finance Parties may act on the instructions of the Italian Authorities in relation to this Agreement.


 




    	 	34	 



     


    

  


		3.22	Examination and reliance on documents by the Agent



 


		(a)	The Agent shall ensure that an officer or employee or other person designated by it as its authorised
representative is present at the Builder on the Delivery Date for the purpose of examining originals (or certified copies) of the
SACE Required Documents duly signed by the parties thereto and collecting copies thereof (which copies shall be certified as true
copies by an authorised signatory of the Builder and/or the Borrower, as applicable).



 


		(b)	The Agent shall be entitled (but not obliged) to rely and act upon any documentation or information
provided under this Clause 3 (Conditions Precedent), which appears on its face to have been duly completed.



 


		(c)	The Agent’s responsibility to the Borrower and the Lenders for the examination of any Drawdown
Notice, and, when applicable, the documents provided by any person other than the Borrower in connection with each Drawdown Notice,
shall be limited to the examination of their apparent compliance with the terms and conditions thereof in accordance with Articles
14 (Standard of examination of documents) and 34 (Disclaimer on effectiveness of documents) of the “Uniform Customs and Practice
for Documentary Credits” (currently publication number 600 of the International Chamber of Commerce, latest edition) (except
that no time limit for examination of documents shall apply).



 


		(d)	The Agent and the Lenders shall not be obliged to enquire as to, or be responsible for, the validity,
truthfulness and genuineness and (where the relevant document is a conformed copy) conformity to the original of any Drawdown Notice
or any other document which appears on its face to be in order, or of any signatures thereon or any of the statements set out therein
and shall be entitled to rely on the accuracy of any such statements.



 


		(e)	In case of any discrepancy in any such documents, the Agent shall notify the Borrower in writing
thereof and shall request its approval of such discrepancy in writing.



 


The Agent and
the Lenders shall not be responsible for any delay in making available any Advances resulting from any requirement for the delivery
of further information or documents reasonably required by the Agent for the relevant conditions precedent in this Agreement to
be satisfied.


 


		4	Drawdown



 


		4.1	Borrower’s irrevocable payment instructions



 


The Lenders shall not be obliged
to fulfil their obligation to make an Advance available other than (i) by reimbursing the Borrower or by paying the Builder all
or part of eighty per cent. (80%) of the Final Contract Price on behalf of and in the name of the Borrower, (ii) by reimbursing
the Borrower for the First Instalment of the SACE Premium which is to be paid by the Borrower to SACE on the earlier of (A) the
date falling 30 days after the issuance of the SACE Insurance Policy and (B) the date falling 6 months after the date of SACE’s
board approval and (iii) by payment to SACE of the Second Instalment of the SACE Premium payable on the first Drawdown Date. For
the avoidance of doubt, the amount of the Loan shall not exceed the Maximum Loan Amount.


 


The Borrower hereby instructs
the Lenders in accordance with this Clause 4.1 (Borrower’s irrevocable payment instructions) and in accordance with Schedule
6 (Drawdown Schedule):


 


		(a)	to reimburse to the Borrower and to pay to the Builder, up to the Eligible Amount, all or part
of eighty per cent. (80%) of the Final Contract Price in five (5) instalments in accordance with Schedule 6 (Drawdown Schedule);



 




    	 	35	 



     


    

 


		(b)	to reimburse the Borrower on the first Drawdown Date the amount of the First Instalment of the
SACE Premium to be paid by the Borrower to SACE on the earlier of (i) the date falling 30 days after the issuance of the SACE Insurance
Policy and (ii) 16 June 2017, being the date falling 6 months after the date of SACE’s board approval; and



 


		(c)	to pay to the Agent on behalf of the Lenders for onward payment to SACE (such payment to SACE to
be made for value on the first Drawdown Date), by drawing under this Agreement, the amount of the Second Instalment of the SACE
Premium.



 


Payment to the Builder of the
amounts drawn under paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions) above shall be made on the
relevant Drawdown Date during usual banking hours in Italy to the Builder’s account as specified by the Builder in accordance with
the Shipbuilding Contract and, in respect of the Delivery Advance, after receipt and verification by the Agent of the documents
provided under Schedule 3 (Documents to be produced by the Builder to the Agent on Delivery).


 


Save as contemplated in Clause
4.3 (Modification of payment terms) below, the payment instruction contained in this Clause 4.1 (Borrower’s irrevocable
payment instructions) is irrevocable.


 


		4.2	Conversion Rate for Loan



 


The Dollar amounts to be drawn
down under paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions) shall be calculated by the Agent on
the Conversion Rate Fixing Date in accordance with the definitions of “Eligible Amount” and “Conversion Rate”
in Clause 1.1 (Definitions).


 


		4.3	Modification of payment terms



 


The Borrower expressly acknowledges
that the payment terms set out in this Clause may only be modified with the agreement of the Italian Authorities, the Agent, the
Security Trustee, the Lenders and the Borrower in the case of paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions)
and with the agreement of the Italian Authorities, the Agent, the Lenders and the Borrower in the case of paragraphs (b) and (c)
of Clause 4.1 (Borrower’s irrevocable payment instructions); Provided that it is the intention of the Borrower, the
Lenders, the Security Trustee and the Agent that prior to the Conversion Rate Fixing Date agreement shall be reached with those
financial institutions with whom the Borrower has entered into the FOREX Contracts (the “Counterparties”) in order
that the Euro payments due from the Counterparties under the FOREX Contracts shall be paid to the Agent for holding in escrow and
to be released by the Agent simultaneously with (i) the payment of each Advance to the Builder denominated in Euro and (ii) the
payment to the Counterparties of the Dollars due to them under the relevant FOREX Contracts out of the Dollar amount available
under paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions), subject to the Borrower having deposited
with the Agent before each Drawdown Date, if and to the extent required, any Dollar and/or Euro amounts as may be needed to ensure
the payment in full of both the balance of the relevant Advance in Euro and the Dollars owed to the Counterparties under all the
relevant FOREX Contracts.


 


		4.4	Availability and conditions



 


		(a)	A drawing may not be made under this Agreement (and an Advance shall not be available) after the
expiry of the Availability Period and any Commitment which is not utilised on the last day of the Availability Period shall then
be cancelled.



 


		(b)	There will be no more than five (5) Advances under this Agreement.



 


		(c)	The amount of the first Advance shall not exceed the aggregate of (i) the Dollar Equivalent of
80% of the First Shipbuilding Contract Instalment and (ii) the SACE Premium.



 




    	 	36	 



     


    

  


		(d)	The amount of each Advance (save for the first Advance) shall not exceed the Dollar Equivalent
of eighty per cent. (80%) of the amount of the instalment due to the Builder under the Shipbuilding Contract to which that Advance
relates.



 


		(e)	The aggregate amount of the Advances cannot exceed the Maximum Loan Amount.



 


		(f)	The Lenders shall not be under any obligation to lend any Advance to the Borrower if prior to that
Advance any of the events specified in Article 20.2 of the Shipbuilding Contract occurs.



 


		4.5	Notification to Lenders of receipt of a Drawdown Notice



 


The Agent shall promptly notify
the Lenders that it has received a Drawdown Notice and shall inform each Lender of:


 


		(a)	the amount of the Advance and the relevant Drawdown Date;



 


		(b)	the amount of that Lender’s participation in the Advance; and



 


		(c)	the duration of the first Interest Period.



 


		4.6	Lenders to make available Contributions



 


Subject to the provisions of
this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent the amount due from that
Lender under Clause 2.2 (Lenders’ participations in Loan) on that Drawdown Date.


 


		4.7	Disbursement of Advance



 


Subject to the provisions of
this Agreement, the Agent shall on each Drawdown Date pay the amounts which the Agent receives from the Lenders under Clause 4.6
(Lenders to make available Contributions) in the like funds as the Agent received the payments from the Lenders:


 


		(a)	in the case of the amount referred to in paragraph (a) of Clause 4.1 (Borrower’s irrevocable
payment instructions), to the account of the Builder and the Borrower which the Borrower specifies in the Drawdown Notice;
and



 


		(b)	in the case of an amount referred to in paragraph (b) of Clause 4.1 (Borrower’s irrevocable
payment instructions) to the account of the Borrower which the Borrower shall specify; and



 


		(c)	in the case of an amount referred to in paragraph (c) of Clause 4.1 (Borrower’s irrevocable
payment instructions) to the account of SACE which the SACE Agent shall specify.



 


		4.8	Disbursement of Advance to third party



 


The payment by the Agent under
Clause 4.7 (Disbursement of Advance) shall constitute the making of the Advance and the Borrower shall at that time become
indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s Contribution.


 


		5	Repayment



 


		5.1	Number of repayment instalments



 


The Borrower shall repay the
Loan by twenty-four (24) consecutive six-monthly instalments from the earlier of (i) the Delivery Date and (ii) the date of actual
disbursement of the respective delivery instalment (the “Starting
Point of Repayment”).


 




    	 	37	 



     


    




 


		5.2	Repayment Dates



 


The first repayment instalment
shall be repaid on the date falling six (6) months after the Starting Point of Repayment and the last repayment instalment on the
date falling one hundred and forty-four (144) months after the Starting Point of Repayment, each date of payment of an instalment
being a “Repayment Date”.


 


		5.3	Amount of repayment instalments



 


Each repayment instalment of
the Loan shall be of an equal amount.


 


		5.4	Final Repayment Date



 


On the final Repayment Date,
the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under
any Finance Document.


 


		6	Interest



 


		6.1	Fixed or Floating Interest Rate



 


The Borrower
shall provide notification, signed by a duly authorised signatory of the Borrower, to the Agent at least [*] days before the first
Drawdown Date specifying which of the Fixed Interest Rate or the Floating Interest Rate shall be applicable to all Advances until
the date of payment of the final repayment instalment of the Loan.


 


		6.2	Fixed Interest Rate



 


If the Borrower has specified
a Fixed Interest Rate pursuant to Clause 6.1 (Fixed or Floating Interest Rate), the Loan shall bear interest in respect
of each Interest Period at the Fixed Interest Rate. Such interest shall accrue on the actual number of days elapsed based upon
a 360 day year and shall be paid on the last day of each Interest Period.


 


		6.3	Floating Interest Rate



 


If:


 


		(a)	the Borrower has specified a Floating Interest Rate pursuant to Clause 6.1 (Fixed or Floating
Interest Rate); or



 


		(b)	the Borrower has specified a Fixed Interest Rate pursuant to Clause 6.1 (Fixed or Floating Interest
Rate) but thereafter for any reason whatsoever the Interest Make-up Agreement is suspended or otherwise ceases to be in effect;
or



 


		(c)	SIMEST has requested a change of currency pursuant to the Interest Make-Up Agreement and such change
of currency is not agreed by the Borrower or Lenders in accordance with Clause 6.16 (Change of currency); or



 


		(d)	SIMEST has failed to make a net payment of interest to the Lenders pursuant to the Interest Make-Up
Agreement,



 


the rate of interest on the Loan
in respect of any Interest Period shall be the Floating Interest Rate applicable for that Interest Period and the following provisions
of this Clause 6 (Interest) shall apply (in the case of the circumstances referred to in paragraph (b) above, with effect
from the date on which the Interest Make-up Agreement ceases to be in effect, with such consequential amendments as shall be necessary
to give effect to the switch from a Fixed Interest Rate to a Floating Interest Rate).


 




    	 	38	 



     


    

  


		6.4	Payment of Floating Interest Rate



 


Subject to the provisions of
this Agreement, interest on the Loan, as applicable, in respect of each Interest Period shall accrue on the actual number of days
elapsed based upon a 360 day year and shall be paid by the Borrower on the last day of that Interest Period.


 


		6.5	Notification of Interest Periods and Floating Interest Rate



 


The Agent shall notify the Borrower
and each Lender of each Floating Interest Rate and the duration of each Interest Period as soon as reasonably practicable after
each is determined and no later than the Quotation Date.


 


		6.6	Market disruption



 


The following provisions of this
Clause 6 (Interest) apply if:


 


		(a)	no rate is quoted on “Thomson Reuters Page LIBOR 01 or LIBOR 02” (or any other page replacing
it) and the Lenders do not, before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provide quotations to
the Agent in order to fix LIBOR; or



 


		(b)	at least 1 Business Day before the start of an Interest Period, Lenders having Contributions together
amounting to more than [*] per cent. of the Loan (or, if an Advance has not been made, Commitments amounting to more than [*] per
cent. of the Total Commitments) notify the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to those Lenders
of funding their respective Contributions (or any part of them) during the Interest Period in the London Interbank Market at or
about 11.00 a.m. (London time) on the Quotation Date for the Interest Period; or



 


		(c)	at least 1 Business Day before the start of an Interest Period, the Agent is notified by a Lender
(the “Affected Lender”) that for any reason it
is unable to obtain Dollars in the London Interbank Market in order to fund its Contribution (or any part of it) during the Interest
Period.



 


		6.7	Notification of market disruption



 


The Agent shall promptly notify
the Borrower and each of the Lenders stating the circumstances falling within Clause 6.6 (Market disruption) which have
caused its notice to be given.


 


		6.8	Suspension of drawdown



 


If the Agent’s notice under Clause
6.6 (Market disruption) is served before an Advance is made:


 


		(a)	in a case falling within paragraphs (a) or (b) of Clause 6.6 (Market disruption), the Lenders’
obligations to make that Advance;



 


		(b)	in a case falling within paragraph (c) of Clause 6.6 (Market disruption), the Affected Lender’s
obligation to participate in that Advance;



 


shall be suspended while the
circumstances referred to in the Agent’s notice continue.


 




    	 	39	 



     


    

 





		6.9	Negotiation of alternative rate of interest


 


If the Agent’s notice under Clause
6.7 (Notification of market disruption) is served after an Advance is made, the Borrower, the Agent and the Lenders or (as
the case may be) the Affected Lender shall use reasonable endeavours to agree, in consultation with SACE, within the 30 days after
the date on which the Agent serves its notice under Clause 6.7 (Notification of market disruption) (the “Negotiation
Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may
be) the Affected Lender to fund or continue to fund their or its Contribution during the Interest Period concerned.


 


		6.10	Application of agreed alternative rate of interest



 


Any alternative interest rate
or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.


 


		6.11	Alternative rate of interest in absence of agreement



 


If an alternative interest rate
or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the
Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender (and in
consultation with SACE), set an interest period and interest rate representing the cost of funding of the Lenders or (as the case
may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin; and the procedure
provided for by this Clause 6.11 (Alternative rate of interest in absence of agreement) shall be repeated if the relevant
circumstances are continuing at the end of the interest period so set by the Agent.


 


		6.12	Notice of prepayment



 


If the Borrower does not agree
with an interest rate set by the Agent under Clause 6.11 (Alternative rate of interest in absence of agreement), the Borrower
may give the Agent not less than 15 Business Days’, or, if the Fixed Interest Rate has been selected pursuant to Clause 6.1 (Fixed
or Floating Interest Rate), 30 days, notice of its intention to prepay at the end of the interest period set by the Agent.


 


		6.13	Prepayment; termination of Commitments



 


A notice under Clause 6.12 (Notice
of prepayment) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected
Lender and, if the Fixed Interest Rate has been selected by the Borrower, SIMEST of the Borrower’s notice of intended prepayment;
and:


 


		(a)	on the date on which the Agent serves that notice, the Total Commitments or (as the case may require)
the Commitment of the Affected Lender shall be cancelled; and



 


		(b)	on the last Business Day of the Interest Period set by the Agent, the Borrower shall prepay (without
premium or penalty subject to the provisions of Clause 20.2 (Breakage costs and SIMEST arrangements)) the Loan or, as the
case may be, the Affected Lender’s Contribution, together with accrued interest thereon at the applicable rate (being either the
Floating Interest Rate or the Fixed Interest Rate as specified by the Borrower pursuant to Clause 6.1 (Fixed or Floating Interest
Rate)).



 


		6.14	Application of prepayment



 


The provisions of Clause 16 (Cancellation,
Prepayment and Mandatory Prepayment) shall apply in relation to the prepayment.


 


		6.15	Certain Circumstances



 


Notwithstanding anything to the
contrary in this Agreement:


 


		(a)	in the event of any circumstances falling within Clause 6.6 (Market disruption) which might
affect the advance of an Advance on a Drawdown Date (the “Relevant
Circumstances”):



 




    	 	40	 



     


    

  


		(i)	occurring and being continuing on the date falling ninety (90) days before the proposed Drawdown
Date (the “Relevant Date”), each Lender will notify
the Borrower (through the Agent) of the Relevant Circumstances on the Relevant Date or, if the Relevant Date is not a Business
Day, on the next following Business Day; and



 


		(ii)	occurring after the Relevant Date, each Lender will notify the Borrower (through the Agent) immediately
each Lender become aware of the Relevant Circumstances;



 


		(b)	in the event of any Relevant Circumstances falling within paragraphs (a) or (b) of Clause 6.6 (Market
disruption) (the “Pricing-Related Relevant Circumstances”)
occurring before an Advance is made available and notwithstanding the provisions of Clause 6.8 (Suspension of drawdown),
each Lender will fund its respective Contributions by reference to the agreed alternative rate of interest in accordance with Clauses
6.9 (Negotiation of alternative rate of interest), 6.10 (Application of agreed alternative rate of interest) and
6.11 (Alternative rate of interest in absence of agreement) as if the provisions of such Clauses applied not only in the
event that the Pricing-Related Relevant Circumstances have been notified by the Agent to the Borrower after the making of the Advance
but also before the making of the Advance.



 


		(c)	in the event of any Relevant Circumstances falling within paragraph (c) of Clause 6.6 (Market
disruption) (the “Availability-Related Relevant Circumstances”)
occurring before the Loan is made and notwithstanding the provisions of Clause 6.8 (Suspension of drawdown), each Lender
will enter into good faith discussions with the Borrower for a period not exceeding 10 Business Days in order to discuss a basis
on which the Lenders could be able to fund their respective Contributions in Dollars (or, if unavailable in Dollars, then in any
available currency). Such discussions shall be without obligation on the Lenders provided that during such discussion period, such
circumstances continue.



 


		6.16	Change of currency



 


		(a)	In the event that the Agent notifies the Borrower that SIMEST has requested a change in the currency
of the Loan in accordance with clause 6.3 of the Interest Make-Up Agreement, the Borrower and the Lenders shall, without obligation,
consider such request for a change of currency acting reasonably for a period of not exceeding 10 Business Days. Following such
discussions the Agent shall report the decision of the Borrower and the Lenders to SIMEST, providing their reason for any negative
decision.



 


		(b)	In the event that a change of currency is agreed the Parties agree to negotiate in good faith the
necessary changes to the Loan Agreement, the Finance Documents, the SACE Insurance Policy and the Interest Make-Up Agreement in
order to document the change in currency.



 


		(c)	In the event that a change in currency is not acceptable to the Lenders or the Borrower, the provision
of paragraph (c) of Clause 6.3 (Floating Interest Rate) shall apply.



 


		7	Interest Periods



 


		7.1	Commencement of Interest Periods



 


The first Interest Period applicable
to an Advance shall commence on the Drawdown Date in respect of that Advance and each subsequent Interest Period shall commence
on the expiry of the preceding Interest Period.


 


		7.2	Duration of Interest Periods



 


Subject to Clause 7.3 (Duration
of Interest Periods for Repayment Instalments), each Interest Period shall be:


 


		(a)	6 months; or



 




    	 	41	 



     


    

  


		(b)	in the case of the first Interest Period applicable to the second and any subsequent Advance, a
period ending on the last day of the Interest Period then current, whereupon all of the Advances shall be consolidated and treated
as a single Advance; and



 


		(c)	if required, the Interest Period falling immediately prior to the Delivery Date shall be shortened
in order for such Interest Period to end on the date falling immediately prior to the date of the Delivery Advance.



 


		7.3	Duration of Interest Periods for Repayment Instalments



 


Any Interest Period that includes
a Repayment Date shall expire on such Repayment Date.


 


		8	SACE Premium and Italian Authorities



 


		8.1	SACE Premium



 


The estimated SACE Premium for
a maximum amount of [*] (being [*] per cent. ([*]%) of the Maximum Loan Amount) is due and payable in two instalments as follows:


 


		(a)	the first instalment of the SACE Premium being an amount of [*] (calculated as being [*] per cent.
([*]%) of [*] per cent. ([*]%) of the Maximum Loan Amount) (the “First
Instalment”) shall be paid by the Borrower to SACE (provided that the Borrower and the Lenders have been notified
by the SACE Agent that the SACE Insurance Policy has been issued) on the earlier of (i) the date falling 30 days after the issuance
of the SACE Insurance Policy and (ii) 16 June 2017, being the date falling 6 months after the date of SACE’s board approval;
and



 


		(b)	the second instalment of the SACE Premium being an amount of [*] (calculated as being [*] per cent.
([*]%) of [*] per cent. ([*]%) of the Maximum Loan Amount) (the “Second
Instalment”) and shall be payable on the first Drawdown Date. For the sake of clarity, no set-off with the First
Instalment shall be permitted.



 


		8.2	Reimbursement by the Borrower of the SACE Premium



 


The Borrower irrevocably agrees
to pay the First Instalment, and to instruct the Lenders to pay the Second Instalment on behalf of the Borrower as follows:


 


		(a)	the Borrower has requested and the Lenders have agreed to reimburse the payment of one hundred
per cent. (100%) of the First Instalment to the Borrower on the first Drawdown Date, it being agreed that such First Instalment
shall be paid to SACE by the Borrower in accordance with paragraph (a) of Clause 8.1 (SACE Premium) and upon notification
by the Agent to the Borrower (i) of the issuance of the SACE Insurance Policy documentation in the form required by paragraph (d)
of Clause 3.6 (No later than five (5) Business Days before the First Drawdown Date), and (ii) of the amount of the First
Instalment; and



 


		(b)	the Borrower has requested and the Lenders have agreed to finance the payment of one hundred per
cent. (100%) of the Second Instalment on the first Drawdown Date in accordance with paragraph (c) of Clause 2.1 (Amount of facility)
of this Agreement.



 


Consequently,
the Borrower hereby irrevocably instructs the Agent on behalf of the Lenders to pay the Second Instalment to SACE on the first
Drawdown Date in accordance with paragraph (c) of Clause 2.1 (Amount of facility) of this Agreement and to reimburse the
Borrower by the Borrower drawing under the Loan the amount of the First Instalment in accordance with paragraph (b) of Clause 2.1
(Amount of facility) of this Agreement.


 


The First Instalment
and Second Instalment each financed by the Loan will be repayable in any event by the Borrower to the Lenders in the manner specified
in Clause 5 (Repayment) and under any and all circumstances including but without limitation in the event of prepayment
or acceleration of the Loan.


 




    	 	42	 



     


    

  


		8.3	Italian Authorities



 


		(a)	The Borrower acknowledges and agrees that the Agent and the Lenders are entitled to provide the
Italian Authorities with any information they may have relative to the Loan and the business of the Group, to allow the Italian
Authorities to inspect all their records relating to this Agreement and the other Transaction Documents and to furnish them with
copies thereof. Any such information relative to the Loan may also be given by any Italian Authorities to international institutions
charged with collecting statistical data.



 


		(b)	The Borrower acknowledges that, in the making of any decision or determination or the exercise
of any discretion or the taking or refraining to take any action under this Agreement or any of the other Finance Documents, the
Agent and the Lenders shall be deemed to have acted reasonably if they have acted on the instructions of either of the Italian
Authorities.



 


		(c)	Each Party further undertakes not to act in a manner which is inconsistent with the terms of the
SACE Insurance Policy and the Interest Make-up Agreement.



 


		8.4	Refund



 


		(a)	The Borrower shall, at the latest on the date falling sixty (60) days before the Intended Delivery
Date, provide a notice in writing to the SACE Agent (who will promptly forward it to other Lenders and SACE), signed by an authorised
signatory of the Borrower, indicating the amount of the Delivery Advance, being the amount set out in Schedule 6 (Drawdown Schedule)
under the column entitled “Advance to be drawn under this Agreement” to be drawn on the Delivery Date less (i) any
amount cancelled based on the Conversion Rate and (ii) the Refund (as defined below) to be refunded in accordance with paragraph
(b), such amount of the Refund to be confirmed by SACE at least six (6) Business Days prior to the Delivery Date. The Borrower
hereby agrees and shall confirm in such notice that the remaining Commitments shall be deemed to be cancelled. The Borrower acknowledges,
for the avoidance of doubt, that the shortfall to be paid to the Builder at the Delivery Date shall be funded and paid directly
by the Borrower to the Builder.



 


		(b)	If the sum of the Advances drawn by the Borrower together with the amount notified by the Borrower
pursuant to paragraph (a) and (a)(i) above (being the amount set out in Schedule 6 (Drawdown Schedule) under the column
entitled “Advance to be drawn under this Agreement” to be drawn on the Delivery Date, less any amount cancelled based
on the Conversion Rate) equals an aggregate of less than the Maximum Loan Amount, and provided that no Event of Default has occurred
and is then continuing and no loss has occurred under the SACE Insurance Policy, the Borrower shall be entitled to a refund of
the Second Instalment of the SACE Premium in an amount calculated by SACE on the undrawn amount (the “Refund”).
For the avoidance of doubt, the First Instalment of the SACE Premium is non-refundable, irrespective of whether any disbursements
have been made under this Agreement and irrespective of whether the SACE Insurance Policy has been terminated.



 


		(c)	Any refund of the Second Instalment of the SACE Premium, whether in whole or in part, must be expressly
requested by the SACE Agent to SACE in writing following receipt by the SACE Agent of the Borrower’s notice referred to in
paragraph (a) above.



 


		(d)	To the extent the Borrower is entitled to the Refund, SACE shall transfer the Refund as soon as
practicably possible to the SACE Agent who shall as soon as practicably possible following receipt thereof transfer such amount
to the Borrower. The Borrower hereby acknowledges that SACE shall not be liable to pay interest to the Borrower on the amount of
the Refund.



 


		(e)	Under the terms of the SACE Insurance Policy, the Parties acknowledge that SACE will withhold an
amount of [*] per cent. ([*]%) from the amount of the SACE Premium to be refunded. Such withholding, charged as a lump sum to cover
administration and management costs for the SACE Insurance Policy, may not, in any event, amount to less than the equivalent of
[*] Euros (€[*]) or more than the equivalent of [*] Euros (€[*]), calculated by SACE at the European Central Bank EUR/USD
exchange rate as at the date of the refund request.



 




    	 	43	 



     


    

  


		(f)	Except as set out in paragraph (a) and (c) above, no part of the SACE Premium is refundable to
any Obligor.



 


		(g)	In no event shall the SACE Agent be liable for any refund of the SACE Premium to be made by SACE
or for the calculation of any Refund and/or withholding thereof.



 


		9	Fees



 


		9.1	Fees



 


The following fees shall be paid
to the Agent by the Borrower as required hereunder:


 


		(a)	for the benefit of the Joint Mandated Lead Arrangers, a Joint Mandated Lead Arranger structuring
fee in Euros, computed at the rate of [*] per cent. ([*]%) flat on [*] being the Maximum Loan Amount converted into Euros at the
Base Rate and:



 


		(i)	[*] per cent. ([*]%) of which is payable on the date of this Agreement; and



 


		(ii)	[*] per cent. ([*]%) of which is payable four years prior to the Intended Delivery Date,



 


		(b)	for the benefit of the Lenders, a commitment fee in Dollars for the period from the date of this
Agreement to the Delivery Date of the Ship, or the date of receipt by the Agent of the written cancellation notice sent by the
Borrower as described in Clause 16.1 (Cancellation), whichever is the earliest, computed at the rate of:



 


		(i)	from the date of this Agreement to and including 31 December 2017, [*] per cent. ([*]%) per annum;



 


		(ii)	from 1 January 2018 to and including 31 December 2019, [*] per cent. ([*]%) per annum;



 


		(iii)	from 1 January 2020 to and including 31 May 2021, [*] per cent. ([*]%) per annum; and



 


		(iv)	from 1 June 2021 to and including the Delivery Date, [*] per cent ([*]%) per annum,



 


and calculated on the undrawn
amount of the Maximum Loan Amount and payable in arrears on the date falling six (6) months after the date of this Agreement and
on each date falling at the end of each following consecutive six (6) month period, with the exception of the commitment fee due
in respect of the last period, which shall be paid on the Delivery Date, or the date of receipt by the Agent of the written cancellation
notice sent by the Borrower as described in Clause 16.1 (Cancellation), whichever is the earliest, such commitment fee to
be calculated on the actual number of days elapsed divided by three hundred and sixty (360). For the purpose of the computation
of the periodical commitment fee payable to the Lenders, the Maximum Loan Amount is assumed to be eight hundred and sixty-eight
million, one hundred and eight thousand, one hundred and eight Dollars and eleven Cents ($868,108,108.11);


 


		(c)	for the Agent, an agency fee of:



 


		(i)	[*] payable on the date of this Agreement and on or before each anniversary date thereof until
the Delivery Date; and



 




    	 	44	 



     


    

  


		(ii)	[*] payable (A) from the Delivery Date, unless an agency fee pursuant to sub-paragraph (i) above
has been paid by the Borrower during the same calendar year as the Delivery Date in which case the first payment pursuant to this
sub-paragraph (ii) shall occur in the year following the Delivery Date and (B) on or before each anniversary date thereof until
total repayment of the Loan; and



 


		(d)	for the SACE Agent an Agent structuring fee in the amount and payable at the time separately agreed
in writing between the SACE Agent and the Borrower.



 


		10	Taxes, Increased Costs, Costs and Related Charges



 


		10.1	Definitions



 


		(a)	In this Agreement:



 


“Protected
Party” means a Secured Party which is or will be subject to any liability, or required to make any payment, for
or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable)
under a Finance Document;


 


“Tax
Credit” means a credit against, relief or remission for, or repayment of any Tax.


 


“Tax
Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document other
than a FATCA Deduction.


 


“Tax
Payment” means either the increase in a payment made by an Obligor to a Secured Party under Clause 10.2 (Tax
gross-up) or a payment under Clause 10.3 (Tax indemnity).


 


		(b)	Unless a contrary indication appears, in this Clause 10 (Taxes, Increased Costs, Costs and Related
Charges) reference to “determines” or “determined”
means a determination made in the absolute discretion of the person making the determination.



 


		10.2	Tax gross-up



 


		(a)	Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax
Deduction, unless a Tax Deduction is required by law.



 


		(b)	The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that
there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify
the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender
it shall notify the Borrower and that Obligor.



 


		(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from
that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which
would have been due if no Tax Deduction had been required.



 


		(d)	A payment shall not be increased under paragraph (c) above if on the date on which the payment
falls due the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the
Tax Deduction had that Lender (having been given notice of the documentation requested under Clause 10.7 (Lender Status)
at least 30 Business Days prior to such payment date) complied with its obligations under Clause 10.7 (Lender Status).



 


		(e)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and
any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.



 




    	 	45	 



     


    

  


		(f)	Within thirty days of making either a Tax Deduction or any payment required in connection with
that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Secured Party entitled to the payment
evidence reasonably satisfactory to that Secured Party that the Tax Deduction has been made or (as applicable) any appropriate
payment paid to the relevant taxing authority.



 


		10.3	Tax indemnity



 


		(a)	The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party
an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of a Finance Document.



 


		(b)	Paragraph (a) above shall not apply:



 


		(i)	with respect to any Tax assessed on a Secured Party:



 


		(A)	under the law of the jurisdiction in which that Secured Party is incorporated or, if different,
the jurisdiction (or jurisdictions) in which that Secured Party is treated as resident for tax purposes; or



 


		(B)	under the law of the jurisdiction in which that Lender’s Facility Office is located in respect
of amounts received or receivable in that jurisdiction,



 


if that Tax is imposed on or calculated
by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Secured Party;
or


 


		(ii)	to the extent a loss, liability or cost is compensated for by an increased payment under Clause
10.2 (Tax gross-up) or would have been compensated for by an increased payment under Clause 10.2 (Tax gross-up) but
was not so compensated solely because an exclusion in paragraph (d) of Clause 10.2 (Tax gross-up) applied, or relates to
a FATCA Deduction required to be made by a Party; or



 


		(iii)	with respect to the Taxes in the nature of a branch profits tax imposed by Section 884(a) of the
Code that is imposed by any jurisdiction described in paragraph (b)(i)(B) above.



 


		(c)	A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly
notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.



 


		(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 10.3 (Tax
indemnity), notify the Agent.



 


		10.4	Tax Credit



 


If an Obligor makes a Tax Payment
and the relevant Creditor Party determines that:


 


		(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that
Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and



 


		(b)	that Creditor Party has obtained, retained and utilised that Tax Credit,



 


the Creditor Party shall pay
an amount to the Obligor which that Creditor Party determines will leave it (after that payment) in the same after-Tax position
as it would have been in had the Tax Payment not been required to be made by the Obligor.


 




    	 	46	 



     


    

  


		10.5	Stamp taxes



 


The Borrower shall pay and, within
three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.


 


		10.6	VAT



 


		(a)	All amounts expressed to be payable under a Finance Document by any Party to a Secured Party which
(in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which
is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made
by any Secured Party to any Party under a Finance Document and such Secured Party is required to account to the relevant tax authority
for the VAT, that Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for
such supply) an amount equal to the amount of the VAT (and such Secured Party must promptly provide an appropriate VAT invoice
to that Party).



 


		(b)	If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”)
to any other Secured Party (the “Recipient”) under
a Finance Document, and any Party other than the Recipient (the “Relevant
Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply
to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):



 


		(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount
of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit
or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT
chargeable on that supply; and



 


		(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable
on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from
the relevant tax authority in respect of that VAT.



 


		(c)	Where a Finance Document requires any Party to reimburse or indemnify a Secured Party for any cost
or expense, that Party shall reimburse or indemnify (as the case may be) such Secured Party for the full amount of such cost or
expense, including such part of it as represents VAT, save to the extent that such Secured Party reasonably determines that it
is entitled to credit or repayment in respect of such VAT from the relevant tax authority.



 


		(d)	Any reference in this Clause 10.6 (VAT) to any Party being required to account to a tax
authority for VAT shall, at any time when such Party is treated as a member of a group for VAT purposes, include a reference to
another member of that group being required to so account to the relevant tax authority.



 


		(e)	In relation to any supply made by a Secured Party to any Party under a Finance Document, if reasonably
requested by such Secured Party, that Party must promptly provide such Secured Party with details of that Party’s VAT registration
and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation
to such supply.



 




    	 	47	 



     


    

  


		10.7	Lender Status



 


		(a)	Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under a Finance Document shall deliver to the Agent and the Borrower, at the time or times reasonably requested by
the Agent or the Borrower, such properly completed and executed documentation reasonably requested by the Agent or the Borrower
(and which it is reasonable for the Lender to complete and execute) as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Agent or the Borrower, shall deliver
such other documentation as prescribed by applicable law and reasonably requested by the Agent or the Borrower as will enable the
Agent or the Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements.



 


		(b)	Any Lender shall, to the extent it is legally entitled to do so, and where it is entitled to an
exemption from, or reduction of, U.S. federal withholding tax, deliver to the Agent and the Borrower on or prior to the date on
which such Lender becomes a Lender under this Agreement or promptly thereafter (and from time to time thereafter as prescribed
by applicable law or upon the request of the Agent or the Borrower), duly executed and properly completed copies of Internal Revenue
Service Form W-9 or W-8, as applicable, certifying that it is not subject to U.S. federal backup withholding and, in the case of
a non-U.S. Lender that is eligible for an exemption from, or reduction of, U.S. federal withholding Tax establishing an exemption
from, or reduction of, U.S. federal withholding Tax.



 


		10.8	FATCA Deduction



 


		(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required
in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such
a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there
is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition,
shall notify the Borrower, the Agent and the other Secured Parties.



 


		10.9	FATCA Information



 


		(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request
by another Party:



 


		(i)	confirm to that other Party whether it is:



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;



 


		(ii)	supply to that other Party such forms, documentation and other information relating to its status
under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and



 


		(iii)	supply to that other Party such forms, documentation and other information relating to its status
as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange
of information regime.



 


		(b)	If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt
Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other
Party reasonably promptly.



 




    	 	48	 



     


    

  


		(c)	Paragraph (a) above shall not oblige any Creditor Party to do anything, and paragraph (a)(iii)
above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation
or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where
paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them)
as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation
or other information.



 


		(e)	Each Lender shall, within ten Business Days of (i) where the relevant Lender is a Lender at the
date of this Agreement, the date of this Agreement and (ii) where the relevant Lender is a Transferee Lender, the effective date
of a Transfer Certificate under Clause 24.4 (Effective Date of Transfer Certificate), supply to the Agent:



 


		(i)	a withholding certificate on Form W-8, Form W-9 or any other relevant form; or



 


		(ii)	any withholding statement or other document, authorisation or waiver as the Agent may require to
certify or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The Agent shall provide any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.



 


		(g)	If any withholding certificate, withholding statement, document, authorisation or waiver provided
to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly
update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent
unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent).  The Agent shall
provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.



 


		(h)	The Agent may rely on any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification.  The Agent shall
not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.



 


		(i)	CDP confirms, and the Borrower acknowledges, that as at the date of this Agreement CPD is a FATCA
Exempt Party.



 


		10.10	Increased Costs



 


		(a)	If after the date of this Agreement by reason of (x) any change in law or in its interpretation
or administration and/or (y) compliance with any request from or requirement of any central bank or other fiscal, monetary or other
authority including but without limitation the Basel Committee on Banking Regulations and Supervisory Practices whether or not
having the force of law:



 


		(i)	any of the Lenders incurs a cost as a result of its performing its obligations under this Agreement
and/or its making available its Commitment hereunder; or



 




    	 	49	 



     


    

  


		(ii)	there is any increase in the cost to any of the Lenders of funding or maintaining all or any of
the advances comprised in a class of advances formed by or including its Commitment advanced or to be advanced by it hereunder;
or



 


		(iii)	any of the Lenders incurs a cost as a result of its having entered into and/or its assuming or
maintaining its commitment under this Agreement; or



 


		(iv)	any of the Lenders becomes liable to make any payment on account of Tax or otherwise (other than
Tax on its overall net income) on or calculated by reference to the amount of its Commitment advanced or to be advanced hereunder
and/or any sum received or receivable by it hereunder; or



 


		(v)	any of the Lenders suffers any decrease in its rate of return as a result of any changes in the
requirements relating to capital ratios, monetary control ratios, the payment of special deposits, liquidity costs or other similar
requirements affecting that Lender,



 


then the Borrower shall on demand
pay to the Agent for the account of the relevant Lender or Lenders amounts sufficient to indemnify the relevant Lender or Lenders
against, as the case may be, such cost, such increased cost (or such proportion of such increased cost as is in the reasonable
opinion of the relevant Lender or Lenders attributable to the funding or maintaining of its or their Commitment(s) hereunder) or
such liability.


 


		(b)	This Clause 10.10 (Increased Costs) does not apply to the extent any increased cost is:



 


		(i)	attributable to a Tax Deduction required by law to be made by an Obligor;



 


		(ii)	attributable to a FATCA Deduction required to be made by a Party;



 


		(iii)	compensated for by Clause 10.3 (Tax indemnity) (or would have been compensated for under
Clause 10.3 (Tax indemnity) but was not compensated solely because any of the exclusions in paragraph (b) of Clause 10.3
(Tax indemnity) applied); or



 


		(iv)	attributable to the wilful breach by the relevant Creditor Party or its Affiliates of any law of
regulation.



 


In this Clause 10.10 (Increased
Costs), a reference to a “Tax Deduction” has the same meaning given to the term in Clause 10.1 (Definitions).


 


		(c)	A Lender affected by any provision of this Clause 10.10 (Increased Costs) shall promptly
inform the Agent after becoming aware of the relevant change and its possible results (which notice shall be conclusive evidence
of the relevant change and its possible results) and the Agent shall, as soon as reasonably practicable thereafter, notify the
Borrower of the change and its possible results. Without affecting the Borrower’s obligations under this Clause 10.10 (Increased
Costs) and in consultation with the Agent and the Italian Authorities, the affected Lender will then take all such reasonable
steps as may be open to it to mitigate the effect of the change (for example (if then possible) by changing its Facility Office
or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable
to the Borrower and the Agent and the Italian Authorities). The reasonable costs of mitigating the effect of any such change shall
be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any
Lender with third parties.



  




    	 	50	 



     


    

  


		10.11	Transaction Costs





 


The Borrower undertakes to pay
to the Agent, upon demand, all costs and expenses, duties and fees, including but without limitation pre-agreed legal costs (which,
for avoidance of doubt are exclusive of VAT and disbursements) out of pocket expenses and travel costs, reasonably incurred by
the Italian Authorities, the Joint Mandated Lead Arrangers and the Lenders (but not including any bank which becomes a Lender after
the date of this Agreement) in connection with the negotiation, preparation and execution of all agreements, guarantees, security
agreements and related documents entered into, or to be entered into, for the purpose of the transaction contemplated hereby as
well as all costs and expenses, duties and fees incurred by the Agent or the Lenders in connection with the registration, filing,
enforcement or discharge of the said guarantees or security agreements, including without limitation the fees and expenses of legal
advisers and insurance experts (provided that such insurance costs are not to exceed ten thousand Dollars ($10,000)) and the fees
and expenses of the Italian Authorities (including the fees and expenses of its legal advisers) payable by the Joint Mandated Lead
Arrangers to the Italian Authorities, the cost of registration and discharge of security interests and the related travel and out
of pocket expenses; the Borrower further undertakes to pay to the Agent all costs, expenses, duties and fees incurred by the Lenders
and the Italian Authorities in connection with any variation of this Agreement and the related documents, guarantees and security
agreements, any supplements thereto and waiver given in relation thereto, in connection with the investigation of any potential
Event of Default, the enforcement or preservation of any rights under this Agreement and/or the related guarantees and security
agreements, including in each case the fees and expenses of legal advisers, and in connection with the consultations or proceedings
made necessary or in the opinion of the Agent desirable by the acts of, or failure to act on the part of, the Borrower.


 


		10.12	Costs of delayed Delivery Date



 


The Borrower undertakes to pay
to the Agent, upon demand, any costs incurred by the Lenders and/or the Italian Authorities in funding the Loan in the event that
the Delivery Date is later than the Intended Delivery Date unless the Borrower has given the Agent at least three (3) Business
Days’ notification of such delay in the Delivery Date.


 


		10.13	SACE obligations



 


To the extent that this Clause
10 (Taxes, Increased Costs, Costs and Related Charges) imposes obligations or restrictions on a Secured Party, such obligations
or restrictions shall not apply to SACE and SACE shall have no obligations hereunder nor be constrained by such restrictions.


 


		11	Representations and Warranties



 


		11.1	Timing and repetition



 


The following applies in relation
to the time at which representations and warranties are made and repeated:


 


		(a)	the representations and warranties in Clause 11.2 (Continuing representations and warranties)
are made on the date of this Agreement (apart from the representation at paragraphs (ee) and (ff) of Clause 11.2 (Continuing
representations and warranties) which shall only be made on the date of this Agreement and shall not be repeated) and shall
be deemed to be repeated, with reference mutatis mutandis to the facts and circumstances subsisting, as if made on each
day until the Borrower has no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other
Finance Documents; and



 


		(b)	the representations and warranties in Clause 11.3 (Representations on the Delivery Date)
are made on the Delivery Date and shall be deemed to be repeated, with reference mutatis mutandis to the facts and circumstances
subsisting, as if made thereafter on each day until the Borrower has no remaining obligations, actual or contingent, under or pursuant
to this Agreement or any of the other Finance Documents.



 




    	 	51	 



     


    

  


		11.2	Continuing representations and warranties



 


The Borrower represents and warrants
to each of the Secured Parties that:


 


		(a)	each Obligor is a company or body corporate duly organised or (as the case may be) incorporated,
constituted and validly existing under the laws of the country of its formation or (as the case may be) incorporation, possessing
perpetual existence, the capacity to sue and be sued in its own name and the power to own and charge its assets and carry on its
business as it is now being conducted;



 


		(b)	the Borrower has an authorised share capital of 12,000 common shares of par value $1 each all of
which have been issued to the Shareholder;



 


		(c)	the legal title to and beneficial interest in the equity in the Borrower is held free of any Security
Interest (other than pursuant to the Shares Security Deed) or any other claim by the Shareholder;



 


		(d)	none of the equity in the Borrower is subject to any option to purchase, pre-emption rights or
similar rights;



 


		(e)	each Obligor has the power to enter into and perform this Agreement and those of the other Transaction
Documents to which it is a party and the transactions contemplated hereby and thereby and has taken all necessary action to authorise
the entry into and performance of this Agreement and such other Transaction Documents and such transactions;



 


		(f)	this Agreement and each other Transaction Document constitutes (or will constitute when executed)
legal, valid and binding obligations of each Obligor expressed to be a party thereto enforceable in accordance with their respective
terms and in entering into this Agreement and borrowing the Loan, the Borrower is acting on its own account;



 


		(g)	the entry into and performance of this Agreement and the other Transaction Documents and the transactions
contemplated hereby and thereby do not and will not conflict with:



 


		(i)	any law or regulation or any official or judicial order; or



 


		(ii)	the constitutional documents of any Obligor; or



 


		(iii)	any agreement or document to which any Obligor is a party or which is binding upon such Obligor
or any of its assets,



 


nor result in the creation or
imposition of any Security Interest on the Borrower or its assets pursuant to the provisions of any such agreement or document,
except for Security Interests which qualify as Permitted Security Interests with respect to the Borrower;


 


		(h)	all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations
and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability
of this Agreement and each of the other Transaction Documents to which any Obligor is a party and the transactions contemplated
thereby have been obtained or effected and are in full force and effect except authorisations, approvals, consents, licences, exemptions,
filings and registrations required in the normal day to day course of the operation of the Ship and not already obtained by the
Borrower;



 


		(i)	it is disregarded as an entity separate from its owner for U.S. federal Tax purposes;



 




    	 	52	 



     


    

 


		(j)	all information furnished by any Obligor relating to the business and affairs of any Obligor in
connection with this Agreement and the other Transaction Documents was and remains true and correct in all material respects and
there are no other material facts or considerations the omission of which would render any such information misleading;



 


		(k)	each Obligor has fully disclosed to the Agent all facts relating to each Obligor which it knows
or should reasonably know and which might reasonably be expected to influence the Lenders in deciding whether or not to enter into
this Agreement;



 


		(l)	the obligations of the Borrower, the Shareholder and the Guarantor under the Finance Documents
rank at least pari passu with all its other present unsecured and unsubordinated indebtedness with the exception of any obligations
which are mandatorily preferred by law;



 


		(m)	the Borrower is and shall remain, after the advance to it of the Loan, solvent in accordance with
the laws of Bermuda and the United Kingdom and in particular with the provisions of the Insolvency Act 1986 (as from time to time
amended) and the requirements thereof;



 


		(n)	neither the Borrower nor any other Obligor has taken any corporate action nor have any other steps
been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against any of them for the
reorganisation, winding-up, dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer of any of them or any or all of their assets or revenues nor has it sought any other relief under any
applicable insolvency or bankruptcy law;



 


		(o)	(in relation to any date on which this representation and warranty is deemed to be repeated pursuant
to paragraph (a) of Clause 11.1 (Timing and repetition)) the latest available annual consolidated audited accounts of the
Guarantor at the date of repetition (which accounts have been prepared in accordance with GAAP) fairly represent the financial
condition of the Guarantor as shown in such audited accounts;



 


		(p)	none of the Obligors nor any of their respective assets enjoys any right of immunity (sovereign
or otherwise) from set-off, suit or execution in respect of their obligations under this Agreement or any of the other Transaction
Documents or by any relevant or applicable law;



 


		(q)	all the shares in the Borrower and all shares or membership interest in any Approved Manager which
is a member of the Group shall be legally and beneficially owned directly or indirectly by (in the case of the Borrower), the Shareholder
and (in the case of such Approved Manager) the Guarantor and such structure shall remain so throughout the Security Period;



 


		(r)	the copies of the Pre-delivery Contracts are true and complete copies of each such document constituting
valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and, subject to paragraph
(b) of Clause 12.23 (Pre-delivery Contracts and Pre-delivery Insurance), no amendments thereto or variations thereof have
been agreed nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable;



 


		(s)	the Borrower is the sole legal and beneficial owner of all rights and interests which each of the
Pre-delivery Contracts creates in favour of the Borrower;



 


		(t)	any borrowing by the Borrower under this Agreement, and the performance of its obligations under
this Agreement and the other Transaction Documents, will be for its own account and will not involve any breach by it of any law
or regulatory measure relating to “money laundering” as defined in Article 1 of the Directive (91/308/EEC) of the Council
of the European Communities (as amended by Directive 2001/97/EC of
the European Parliament and of the Council of 4 December 2001); and



 


		(u)	no Obligor is:



 




    	 	53	 



     


    

  


		(i)	a Prohibited Person;



 


		(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of,
a Prohibited Person; or



 


		(iii)	owns or controls a Prohibited Person;



 


		(v)	no proceeds of the Loan shall be made available directly or indirectly to or for the benefit of
a Prohibited Person nor shall they be otherwise directly or indirectly applied in a manner or for a purpose prohibited by Sanctions;



 


		(w)	the choice of governing law of each Transaction Documents to which it is a party will be recognised
and enforced in its Relevant Jurisdictions and any judgment obtained in relation to a Transaction Document to which it is a party
in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions;



 


		(x)	for the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings
(the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated
outside of the European Union and it has no “establishment” (as that term is used in Article 2(h) of the Regulation)
in European Union country;



 


		(y)	no payments made or to be made by the Borrower, the Shareholder or the Guarantor in respect of
amounts due under this Agreement or any Finance Document have been or shall be funded out of funds of Illicit Origin and none of
the sources of funds to be used by the Borrower, the Shareholder or the Guarantor in connection with the construction of the Ship
or its business are of Illicit Origin;



 


		(z)	to the best of the Borrower’s, the Shareholder’s and the Guarantor’s knowledge, no Prohibited
Payment has been or will be made or provided, directly or indirectly, by (or on behalf of) it, any of its affiliates, its or its
officers, directors or any other person acting on its behalf to, or for the benefit of, any authority (or any official, officer,
director, agent or key employee of, or other person with management responsibilities in, of any authority) in connection with the
Ship, this Agreement and/or the Finance Documents and/or the Pre-delivery Contracts;



 


		(aa)	no event has occurred which constitutes a default under or in respect of any Transaction Document
to which any Obligor or the Builder is a party or by which any Obligor or the Builder may be bound (including (inter alia) this
Agreement) and no event has occurred which constitutes a default under or in respect of any agreement or document to which any
Obligor is a party or by which any Obligor may be bound to an extent or in a manner which might have a material adverse effect
on the ability of that Obligor to perform its obligations under the Transaction Documents to which it is a party;



 


		(bb)	none of the assets or rights of the Borrower is subject to any Security Interest except any Security
Interest which (i) qualifies as a Permitted Security Interest with respect to the Borrower or (ii) is permitted by Clause 12.8
(Negative pledge) of this Agreement;



 


		(cc)	no litigation, arbitration or administrative proceedings are current or pending or, to its knowledge,
threatened, which might, if adversely determined, have a material adverse effect on the ability of an Obligor to perform its obligations
under the Transaction Documents to which it is a party;



 


		(dd)	to the best of its knowledge, each of the Obligors has complied with all taxation laws in all jurisdictions
in which it is subject to taxation and has paid all Taxes due and payable by it;



 




    	 	54	 



     


    

 


		(ee)	it is not required to make any deduction for or on account of Tax from any payment it may make
under any Finance Document to which it is a party with respect to any Lender that provides the documentation described in paragraph
(b) of Clause 10.7 (Lender Status) indicating that it is not subject to tax withholding;



 


		(ff)	under the laws of its Relevant Jurisdictions it is not necessary that any stamp or similar taxes
or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance
Documents;



 


		(gg)	each member of the Group has good and marketable title to all its assets which are reflected in
the audited accounts referred to in paragraph (o) of Clause 11.2 (Continuing representations and warranties);



 


		(hh)	none of the Obligors has a place of business in any jurisdiction (except as already disclosed)
which requires any of the Finance Documents to be filed or registered in that jurisdiction to ensure the validity of the Finance
Documents to which it is a party;



 


		(ii)	the Borrower does not have a place of business in any country (except as already disclosed) other
than that of its Original Jurisdiction;



 


		(jj)	the Borrower is in all material respects (except in the case of compliance with Sanctions which
must be complied with in all respects) compliant with all laws or regulations relating to it and its business generally;



 


		(kk)	each of the Obligors and each member of the Group:



 


		(i)	is in compliance with all Environmental Laws and Environmental Approvals provided that any non-compliance
would not be expected to result in a Material Adverse Effect;



 


		(ii)	has not received any notice or threat of any Environmental Claim against any member of the Group
and no person has claimed that an Environmental Incident has occurred in each case that would reasonably be expected to result
in a Material Adverse Effect;



 


		(iii)	confirms that no Environmental Incident has occurred and no person has claimed that an Environmental
Incident has occurred in each case that would reasonably be expected to result in a Material Adverse Effect;



 


		(ll)	each of the Pre-delivery Contracts constitutes legal, valid, binding and enforceable obligations
of the Builder and the Refund Guarantor respectively;



 


		(mm)	neither the Borrower, the Builder or the Refund Guarantor has waived any of their respective rights
under any Pre-delivery Contract;



 


		(nn)	the Borrower has read and acknowledged the principles provided under the Code of Ethics and Model;



 


		(oo)	the Borrower has implemented adequate internal procedures aimed at preventing commission of crimes
provided under Legislative Decree 231/01;



 


		(pp)	no litigation is pending against the Borrower in relation to administrative liability provided
under Legislative Decree 231/01;



 


		(qq)	no final judgment under Legislative Decree 231/01 has been issued against the Borrower and no plea
bargain (also known as patteggiamento under Italian law) has been agreed by the Borrower pursuant to article 444 of the
Italian code of criminal procedure; and



 


		(rr)	neither the Borrower nor any of its assets are subject to any precautionary measure provided under
Legislative Decree 231/01.



 




    	 	55	 



     


    

  


		11.3	Representations on the Delivery Date



 


The Borrower further represents
and warrants to each of the Secured Parties at Delivery that:


 


		(a)	the Ship is in its absolute and unencumbered ownership save as contemplated by the Finance Documents;



 


		(b)	the Ship is registered in its name under the laws and flag of the Maritime Registry;



 


		(c)	the Ship is classed with the highest classification available for a Ship of its type free of all
recommendations and qualifications with Lloyd’s Register, RINA or Bureau Veritas;



 


		(d)	the Ship is operationally seaworthy and in compliance with all relevant provisions, regulations
and requirements (statutory or otherwise) applicable to ships registered under the laws and flag of the Maritime Registry;



 


		(e)	the Ship is in compliance with the ISM Code, the ISPS Code and Annex VI as they relate to the Borrower,
any Approved Manager and the Ship;



 


		(f)	the Ship is insured in accordance with the provisions of Clause 14 (Insurance Undertakings)
and in compliance with the requirements therein in respect of such insurances;



 


		(g)	the Ship is managed by the Approved Manager and, in the event that the Approved Manager is not
a member of the Group, on and subject to the terms set out in the Management Agreement;



 


		(h)	there is no agreement or understanding to allow or pay any rebate, premium, inducement, commission,
discount or other benefit or payment (however described) to the Borrower or any other member of the Group, the Builder or a third
party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Agent in writing on or before
the date of this Agreement;



 


		(i)	no Obligor has delivered particulars, whether in its name stated in the Finance Documents or any
other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered,
it has provided to the Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the
Companies Registry;



 


		(j)	the Borrower is in all material respects (except in the case of compliance with Sanctions which
must be complied with in all respects) compliant with all laws or regulations relating to the Ship, its ownership, employment,
operation, management and registration;



 


		(k)	the copies of any Management Agreement, any charter and any charter guarantee which require a notice
of assignment to be served under the terms of the General Assignment (if any) and any other relevant third party agreements including
but without limitation the copies of any documents in respect of the Insurances delivered to the Agent are true and complete copies
of each such document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective
terms and, subject to Clauses 13.2 (Management and employment), no amendments thereto or variations thereof have been agreed
nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable;
and



 


		(l)	except for:



 


		(i)	the filing of UCC-1 Financing Statements in such jurisdictions as the Security Trustee may reasonably
require;



 




    	 	56	 



     


    

  


		(ii)	the recording of the Mortgage with the relevant Maritime Registry; and



 


		(iii)	the registration of the Ship under an Approved Flag,



 


all authorisations, approvals,
consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection
with the entry into, performance, validity and enforceability of this Agreement and each of the other Transaction Documents to
which any Obligor is a party and the transactions contemplated thereby have been obtained or effected and are in full force and
effect except authorisations, approvals, consents, licences, exemptions, filings and registrations required in the normal day to
day course of the operation of the Ship and not already obtained by the Borrower.


 


		12	General Undertakings



 


		12.1	General



 


The Borrower undertakes with
each Secured Party to comply with the following undertakings during the Security Period:


 


		12.2	Information



 


The Borrower will provide to
the Agent for the benefit of the Lenders and SACE (or will procure the provision of):


 


		(a)	as soon as practicable (and in any event within one hundred and twenty (120) days after the close
of its financial year) a Certified Copy of the audited consolidated accounts of the Guarantor and its subsidiaries for that year
(commencing with accounts made up to 31 December 2016 in the case of the consolidated accounts of the Guarantor);



 


		(b)	as soon as practicable (and in any event within ninety (90) days of the commencement of each financial
year) the budgetary forecast (profit and loss statement, balance sheet statement and cash flow statement) for the two following
years for the Guarantor;



 


		(c)	as soon as practicable (and in any event within forty-five (45) days of the end of the contemplated
quarter for the first three quarters in any fiscal year and within 90 days for the final quarter) a copy of the unaudited consolidated
quarterly management accounts (including current and year-to-date profit and loss statements and balance sheet compared to the
previous year and to budget) of the Guarantor (it being understood that the delivery by the Guarantor of quarterly or annual reports
as filed with the Securities and Exchange Commission in respect of the Guarantor and its consolidated subsidiaries shall satisfy
all the requirements of this paragraph (c));



 


		(d)	promptly, such further information in its possession or control regarding the condition or operations
of the Ship and its financial condition and operations of the Borrower and those of any company in the Group as the Agent may reasonably
request for the benefit of the Secured Parties;



 


		(e)	details of any material litigation, arbitration or administrative proceedings (including proceedings
relating to any alleged or actual breach of Sanctions, the ISM Code of the ISPS Code) which affect any company in the Group as
soon as the same are instituted and served, or, to the knowledge of the Borrower, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding twenty million Dollars or the equivalent in another
currency provided that this threshold shall not apply to any proceedings relating to Sanctions); and



 




    	 	57	 



     


    

 


		(f)	any reasonably requested information which the Agent requests about any interest or right of any
kind which the Borrower has at any time to, in or in connection with, each of the Pre-delivery Contracts or in relation to any
matter arising out of or in connection with any Pre-delivery Contract including the progress of the construction of the Ship, any
material dispute, termination, cancellation or suspension, material breach of or under any Pre-delivery Contract or material claim
proposed or actual amendments (excluding Minor Modifications) of or under any Pre-delivery Contract, and any material litigation,
arbitration, proceeding or investigation in relation to the Borrower and of any other event or matter affecting a Pre-delivery
Contract which has or is reasonably likely to have a Material Adverse Effect.



 


All accounts required under this
Clause 12.2 (Information) shall be prepared in accordance with GAAP and shall fairly represent the financial condition of
the relevant company.


 


		12.3	Equator Principles Compliance



 


Upon the request of the Agent,
the Borrower shall provide to the Agent information as may be reasonably requested by the Lenders for the purposes of monitoring
that the Borrower conducts its operations in all material respects in accordance with the Equator Principles.


 


		12.4	Illicit Payments



 


No payments made by the Borrower,
the Shareholder, the Guarantor or any Approved Manager which is a member of the Group in respect of amounts due under this Agreement
or any Finance Document shall be funded out of funds of Illicit Origin and none of the sources of funds to be used by the Borrower,
the Shareholder, the Guarantor or any Approved Manager which is a member of the Group in connection with the construction of the
Ship or its business shall be of Illicit Origin.


 


		12.5	Prohibited Payments



 


No Prohibited Payment shall be
made or provided, directly or indirectly, by (or on behalf of) the Borrower, the Shareholder, the Guarantor or any of their affiliates,
officers, directors or any other person acting on its behalf to, or for the benefit of, any authority (or any official, officer,
director, agent or key employee of, or other person with management responsibilities in, of any authority) in connection with the
Ship, this Agreement, the Finance Documents and/or the Pre-delivery Contracts.


 


		12.6	Notification of default



 


The Borrower will notify the
Agent of any Event of Default forthwith upon becoming aware of the occurrence thereof. Upon the Agent’s request from time to time
the Borrower will issue a certificate stating whether any Obligor is aware of the occurrence of any Event of Default.


 


		12.7	Consents and registrations



 


The Borrower will procure that
(and will promptly furnish Certified Copies to the Agent on the request of the Agent of) all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to enable it or any Obligor to perform its obligations
under, and ensure the validity or enforceability of, each of the Transaction Documents are obtained and promptly renewed from time
to time and will procure that the terms of the same are complied with at all times. Insofar as such filings or registrations have
not been completed on or before the relevant Drawdown Date the Borrower will procure the filing or registration within applicable
time limits of each Finance Document which requires filing or registration together with all ancillary documents required to preserve
the priority and enforceability of the Finance Documents.


 




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		12.8	Negative pledge



 


The Borrower will not create
or permit to subsist any Security Interest on the whole or any part of its present or future assets, except for the following:


 


		(a)	Security Interests created with the prior consent of the Agent; or



 


		(b)	Security Interests qualifying as Permitted Security Interests with respect to the Borrower and
described in paragraphs (a) and (b) of the definition of “Permitted Security Interests” in Clause 1.1 (Definitions);
or



 


		(c)	Security Interests qualifying as Permitted Security Interests with respect to the Borrower and
described in paragraphs (C), (E), (H) or (I) of such definition, provided that insofar as they are enforceable against the Ship
they do not prevail over the Mortgage.



 


		12.9	Disposals



 


Except in the case of a sale
of the Ship if the completion of the sale is contemporaneous with prepayment of the Loan in accordance with the provisions of Clause
16.3 (Mandatory prepayment – Sale and Total Loss) and except for charters and other arrangements complying with Clause
13.1 (Pooling of earnings and charters) the Borrower shall not without the consent of the Majority Lenders and SACE, either
in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, (i) sell,
transfer, lease or otherwise dispose of the Ship or any of the Ship’s equipment except in the case of items (a) being replaced
(by an equivalent or superior item) or renewed or (b) that are being disposed of in the ordinary course of business provided
that in the case of both (a) and (b) the net impact does not reduce the value of the Ship and, in the case of (b), the value
of any such disposals during the term of this Agreement do not, in aggregate, exceed ten million Dollars ($10,000,000) (ii) sell,
transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or
the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts, or (iv) enter into
any other preferential arrangement having the same effect in circumstances where the arrangement or transaction is entered into
primarily as a method of raising financial indebtedness or of financing the acquisition of an asset.


 


		12.10	Change of business



 


Except with the prior consent
of the Agent, the Borrower shall not make or threaten to make any substantial change in its business as presently conducted, namely
that of a single ship owning company for the Ship, or change its place of business to any country other than that of its Original
Jurisdiction, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect,
in the opinion of the Agent, the Borrower’s ability to perform its obligations hereunder.


 


		12.11	Mergers



 


Except with the prior consent
of the Lenders and SACE and subject to compliance with all necessary “know your customer” requirements, the Borrower
will not enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger or consolidation or anything analogous
to the foregoing nor will it acquire any equity, share capital or obligations of any corporation or other entity.


 


		12.12	Maintenance of status and franchises



 


The Borrower will do all such
things as are necessary to maintain its company existence in good standing and will ensure that it has the right and is duly qualified
to conduct its business as it is conducted in all applicable jurisdictions and will obtain and maintain all franchises and rights
necessary for the conduct of its business.


 




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		12.13	Financial records



 


The Borrower will keep proper
books of record and account, in which proper and correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Borrower in accordance with GAAP.


 


		12.14	Financial Indebtedness and subordination of indebtedness



 


The following restrictions shall
apply:


 


		(a)	otherwise than in the ordinary course of business as owner of the Ship, except as contemplated
by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the Group which is a wholly
owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter
into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset);
and



 


		(b)	the Borrower shall procure that:



 


		(i)	any and all indebtedness (and in particular with any other Obligor) is at all times fully subordinated
to the Finance Documents and the obligations of the Borrower hereunder; and



 


		(ii)	if required by any applicable laws, the subordinated liabilities created pursuant to such indebtedness
shall be subject to security (in form and substance satisfactory to the Secured Parties) in favour of the Security Trustee (“Subordinated
Debt Security”) and any related legal opinions shall be issued if so required by the Secured Parties.



 


Upon the occurrence
of an Event of Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees,
expenses or liabilities arising from or representing such indebtedness. In this paragraph (b) of Clause 12.14 (Financial Indebtedness
and subordination of indebtedness) “fully subordinated” shall mean that any claim of the lender against the Borrower
in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Secured
Parties under this Agreement and the other Finance Documents and that the lender shall not take any steps to enforce its rights
to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal
or quasi-legal proceedings under any jurisdiction at any time against the Ship, her Earnings or Insurances or the Borrower and
it will not compete with the Secured Parties or any of them in a liquidation or other winding-up or bankruptcy of the Borrower
or in any proceedings in connection with the Ship, her Earnings or Insurances.


 


		12.15	Investments



 


The Borrower shall not:


 


		(a)	be the creditor in respect of any loan or any form of credit to any person other than another Obligor
and where such loan or form of credit is Permitted Financial Indebtedness;



 


		(b)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person
in respect of any obligation of any other person or enter into any document under which the Borrower assumes any liability of any
other person other than any guarantee or indemnity given under the Finance Documents.



 


		(c)	enter into any material agreement other than:



 


		(i)	the Transaction Documents;



 




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		(ii)	any other agreement expressly allowed under any other term of this Agreement; and



 


		(d)	enter into any transaction on terms which are, in any respect, less favourable to the Borrower
than those which it could obtain in a bargain made at arms’ length; or



 


		(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit
issued by major North American or European banks.



 


		12.16	Unlawfulness, invalidity and ranking; Security imperilled



 


No Obligor shall do (or fail
to do) or cause or permit another person to do (or omit to do) anything which is likely to:


 


		(a)	make it unlawful for an Obligor to perform any of its obligations under the Transaction Documents;



 


		(b)	cause any obligation of an Obligor under the Finance Documents to cease to be legal, valid, binding
or enforceable if that cessation individually or together with any other cessations materially or adversely affects the interests
of the Secured Parties under the Transaction Documents;



 


		(c)	cause any Transaction Document to cease to be in full force and effect;



 


		(d)	cause any Security Interest to rank after, or lose its priority to, any other Security Interest;
and



 


		(e)	imperil or jeopardise any Security Interest.



 


		12.17	Dividends



 


The Borrower shall not make or
pay any dividend or other distribution (in cash or in kind) in respect of its share capital other than dividends and distributions
that are transferred to the Shareholder or the Guarantor provided that no Event of Default has occurred or is continuing or would
result from the payment of any dividend.


 


		12.18	Loans and guarantees by the Borrower



 


Otherwise than in the ordinary
course of business in its ownership and operation of the Ship following the Delivery Date, the Borrower will not make any loan
or advance or extend credit to any person, firm or corporation (other than as permitted pursuant to paragraph (a) of Clause 12.15
(Investments)), or issue or enter into any guarantee or indemnity or otherwise become directly or contingently liable for
the obligations of any other person, firm or corporation.


 


		12.19	Acquisition of shares



 


The Borrower will not:


 


		(a)	acquire any equity, share capital, assets or obligations of any corporation or other entity; or



 


		(b)	permit any of its shares to be directly held other than by the Shareholder.



 




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		12.20	Further assurance


 


The Borrower will, from time
to time on being required to do so by the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent as the Agent may reasonably consider necessary for giving full effect
to any of the Transaction Documents, the Interest Make-Up Agreement or the SACE Insurance Policy or securing to the Secured Parties
the full benefit of the rights, powers and remedies conferred upon the Secured Parties or any of them in any such Transaction Document
the Interest Make-Up Agreement or the SACE Insurance Policy.


 


		12.21	Irrevocable payment instructions



 


The Borrower shall not modify,
revoke or withhold the payment instructions set out in Clause 4.1 (Borrower’s irrevocable payment instructions) without
the agreement of the Builder (in the case of paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions) only),
the Agent, SACE and the Lenders.


 


		12.22	“Know your customer” checks



 


		(a)	If:



 


		(i)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date of this Agreement;



 


		(ii)	any change in the status of the Borrower after the date of this Agreement; or



 


		(iii)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement
to a party that is not a Lender prior to such assignment or transfer,



 


obliges the Agent or any Lender
(or, in the case of paragraph (iii) of Clause 12.22 (“Know your customer” checks), any prospective new Lender)
to comply with “know your customer” or similar identification procedures in circumstances where the necessary information
is not already available to it or the Lenders (acting reasonably) require any additional documents to supplement those already
provided, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation
and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or,
in the case of the event described in paragraph (iii) of Clause 12.22 (“Know your customer” checks), on behalf
of any prospective new Lender) in order for the Agent and, such Lender to carry out and be satisfied it has complied with all necessary
“know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated
in the Finance Documents.


 


		(b)	Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply
of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing
Party to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under
all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.



 


		12.23	Pre-delivery Contracts and Pre-delivery Insurance



 


		(a)	The Borrower shall:



 


		(i)	observe and perform all its obligations and meet all its liabilities under or in connection with
each Pre-delivery Contract;



 


		(ii)	use its best endeavours to ensure performance and observance by the other parties of their obligations
and liabilities under each Pre-delivery Contract;



 




    	 	62	 



     


    

 


		(iii)	take any action, or refrain from taking any action, which the Agent (always acting reasonably and
in good faith towards the Borrower) may specify in connection with any material breach, or possible future material breach, of
a Pre-delivery Contract by the Borrower or any other party or with any other matter which arises or may later arise out of or in
connection with a Pre-delivery Contract which is or could reasonably be expected to become materially prejudicial to the interests,
rights or position of the Lenders; and



 


		(iv)	use its best endeavours to ensure that all interests and rights conferred by each Pre-delivery
Contract remain valid and enforceable in all respects and retain the priority which they were intended to have.



 


		(b)	The Pre-delivery Contracts constitute legal, valid and binding and enforceable obligations of the
Builder and the Refund Guarantor respectively, and accordingly the Borrower shall not:



 


		(i)	waive, cancel or suspend any Pre-delivery Contract or assign or transfer any of its rights thereunder,
and shall comply with any authorisations for the purposes of the Pre-delivery Contracts;



 


		(ii)	make any material modification(s) to the Material Provisions of the Shipbuilding Contract (excluding
Article 9 (Price) of the Shipbuilding Contract in respect of any increase of the price due to any modifications of the plans or
the specification or the construction of the Ship under Article 24 of the Shipbuilding Contract), (including, but not limited to,
any written amendments or modifications which could reasonably be expected to be adverse to the interests of the Secured Parties
of the SACE Insurance Policy) without the prior written consent of the Lenders and in any event may not modify the Shipbuilding
Contract, directly or indirectly, in such a manner that would result in a change of the type, principal dimensions or class of
the Ship or decrease the value of the Ship by equal to or greater than 5 per cent (in aggregate) or could reasonably be expected
to be adverse to the interests of the Secured Parties or the SACE Insurance Policy; or



 


		(iii)	modify the Refund Guarantee, once issued, without the prior written consent of the Lenders and
the form of the Refund Guarantee to be issued will not be materially different from the agreed form Refund Guarantee as at the
date of this Agreement, and will not be modified if such modification could reasonably be expected to be adverse to the interests
of the Secured Parties or the SACE Insurance Policy.



 


The Borrower
will, therefore, submit to the Agent any proposals for any such modification and SACE and the Agent on behalf of the Lenders will
indicate in a timely manner whether the modification proposed will allow the Loan to be maintained. The Borrower also undertakes
to notify the Agent of any change in the Intended Delivery Date as soon as practicable after each change has occurred.


 


The Borrower
shall notify the Agent promptly, and in any event within ten (10) Business Days (as defined in limb (a) of the definition of Business
Day) of any changes to the Shipbuilding Contract (other than Minor Modifications arising in the general day to day construction
period for a vessel of the type of the Ship) and provide copies of the same to the Agent.


 


		(c)	The Borrower shall promptly notify the Agent upon any Obligor becoming aware of a Downgraded Refund
Guarantor. Where there is a Downgraded Refund Guarantor, the Borrower shall promptly serve written notice on the Builder requiring
the Builder to replace that Downgraded Refund Guarantor with a Refund Guarantor which is not subject to any such RG Downgrade Event
within a 60 day period. If the Borrower requests any waiver of the above requirement from the Lenders, the Borrower acknowledges
that the Lenders (acting on the instructions of SACE) shall not be obliged to provide any such waiver. If a RG Downgrade Event
occurs and the Borrower is unable to satisfy the requirements of this paragraph (c) of Clause 12.23 (Pre-delivery Contracts
and Pre-delivery Insurance), it shall be treated as a mandatory prepayment event pursuant to Clause 16.5 (Mandatory prepayment
on default under Shipbuilding Contract).



 




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		(d)	The Borrower shall ensure that at all times during construction, the Ship is insured in accordance
with the provisions of Article 23 of the Shipbuilding Contract.



 


		12.24	FOREX Contracts



 


The Borrower shall:


 


		(a)	provide the Agent with a copy of all FOREX Contracts together with all relevant details within
ten (10) days of their execution; and



 


		(b)	inform the Agent, when requested by the Agent, of its intended hedging policy for purchasing Euro
with Dollars.



 


The Agent shall inform the Lenders
within ten (10) days of receipt of such information from the Borrower.


 


		12.25	Compliance with laws etc.



 


The Borrower shall:


 


		(a)	comply, or procure compliance with:



 


		(i)	in all material respects, all laws and regulations relating to it and its business generally; and



 


		(ii)	in all material respects (except in the case of compliance with Sanctions which must be complied
with in all respects), all laws or regulations relating to the Ship, its ownership, employment, operation, management and registration,



 


including the ISM Code, the ISPS
Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;


 


		(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environment
Approvals which are applicable to it; and



 


		(c)	without limiting paragraph (a) above, not employ the Ship nor allow its employment, operation or
management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental
Laws and all Sanctions.



 


		12.26	Most favoured nations



 


The Borrower shall procure that
if at any time after the date of this Agreement the Guarantor enters into any financial contract or financial document relating
to any Financial Indebtedness with or which has the support of any export credit agency and which contains pari passu provisions
or cross default provisions which are more favourable to the lenders than those contained in paragraph (l) of Clause 11.2 (Continuing
representations and warranties) and Clause 18.6 (Cross default) respectively, the Borrower or the Guarantor shall immediately
notify the Agent of such provisions and the relevant provisions contained in this Agreement shall be deemed amended so that such
more favourable pari passu provisions or cross default provisions are granted to the Creditor Parties pursuant to this Agreement.


 


		12.27	Code of Ethics and Model



 


		(a)	The Borrower shall not behave so as to cause any of the following persons to violate the principles
set out in the Code of Ethics and/or Model:



 


		(i)	persons who are representatives, administrators or managers of CDP or of any of its organizational
units with financial and functional independence;



 




    	 	64	 



     


    




 


		(ii)	persons who are managed or supervised by one of the persons referred to in paragraph (i) above;
or



 


		(iii)	external advisors of CDP.



 


		(b)	The Borrower shall maintain adequate internal procedures aimed at preventing liabilities provided
under Legislative Decree 231/01.



 


		(c)	The Borrower shall inform CDP of any (i) new pending litigation against it in relation to administrative
liability provided under Legislative Decree 231/01; (ii) new final judgment under Legislative Decree 231/01, including, without
limitation, any plea bargain (also known as patteggiamento under Italian law) pursuant to article 444 of the Italian code
of criminal procedure; and (iii) new precautionary measures under Legislative Decree 231/01.



 


		13	Ship Undertakings



 


		13.1	Pooling of earnings and charters



 


The Borrower will not without
the prior written consent of the Agent or SACE enter into in respect of the Ship (such consent for the purposes of paragraph (e)
of Clause 13.1 (Pooling of earnings and charters) shall not be unreasonably withheld or delayed), nor permit to exist at
any time following the Delivery Date:


 


		(a)	any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses
of the Ship except with a member of the Group and provided that it does not adversely affect the rights of the Secured Parties
under the Finance Documents in the reasonable opinion of the Agent; or



 


		(b)	any demise or bareboat charter, provided however that such consent shall not be unreasonably withheld
in the event that the Borrower wishes to enter into a bareboat charter in a form approved by the Agent with another member of the
Group on condition that if so requested by the Agent and without limitation:



 


		(i)	any such bareboat charterer shall enter into such deeds (including but not limited to a full subordination
and assignment deed in respect of its rights under the bareboat charter and its interest in the Insurances and earnings payable
to it arising out of its use of the Ship), agreements and indemnities as the Majority Lenders and SACE shall require prior to entering
into the bareboat charter with the Borrower; and



 


		(ii)	the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances
to the Secured Parties by way of further security for the Borrower’s obligations under the Finance Documents; or



 


		(c)	any charter whereunder two (2) months’ charterhire (or the equivalent thereof) is payable in advance
in respect of the Ship; or



 


		(d)	any charter of the Ship or employment which, with the exercise of options for extension, could
be for a period longer than [*]; or



 


		(e)	any time charter of the Ship with a company outside the Group (other than a time charter entered
into in the ordinary course of business which does not exceed [*] provided that any such time charter (y) is assigned to
the Security Trustee and (z) during the period of such time charter, the Ship continues to be managed by the existing Approved
Manager), provided however that such consent shall not be unreasonably withheld in the event that:



 


		(i)	such time charter is assigned to the Security Trustee and the Borrower agrees to:



 




    	 	65	 



     


    

  


		(A)	serve a notice of assignment of any time charter, the Earnings therefrom and any guarantee of the
charterer’s obligations on the time charterer and any time charter guarantor; and



 


		(B)	use commercially reasonable endeavours to obtain an acknowledgement of such assignment,



 


and each of the notice of assignment
and acknowledgement of assignment being substantially in the form appended to the General Assignment;


 


		(ii)	the Agent is satisfied that the income from such time charter will be sufficient to cover the expenses
of the Ship and to service repayment of the Loan and all other amounts from time to time outstanding under this Agreement; and



 


		(iii)	during the term of such time charter, the Ship continues to be managed by the existing Approved
Manager.



 


		13.2	Management and employment



 


The Borrower will not as from
the Delivery Date:


 


		(a)	permit any person other than an Approved Manager to be the manager of, including providing crewing
services to, the Ship, at all times acting upon terms approved in writing by the Agent and having entered into (in the case of
the Approved Manager) an Approved Manager’s Undertaking; and



 


		(b)	permit any amendment to be made to the terms of any Management Agreement unless the amendment is
advised by the Borrower’s tax counsel or is deemed necessary by the parties thereto to reflect the prevailing circumstances but
provided that the amendment does not imperil the security to be provided pursuant to the Finance Documents or adversely affect
the ability of any Obligor to perform its obligations under the Transaction Documents; or



 


		(c)	permit the Ship to be employed other than within the Norwegian Cruise Line brand unless the Borrower
notifies the Lenders that they intend to employ the Ship within another brand of the Group and the ship remains employed within
the Group.



 


		13.3	Trading with the United States of America



 


The Borrower shall in respect
of the Ship take all reasonable precautions as from the Delivery Date to prevent any infringements of the Anti-Drug Abuse Act of
1986 of the United States of America (as the same may be amended and/or re-enacted from time to time hereafter) or any similar
legislation applicable to the Ship in any other jurisdiction in which the Ship shall trade (a “Relevant Jurisdiction”)
where the Ship trades in the territorial waters of the United States of America or a Relevant Jurisdiction.


 


		13.4	Valuation of the Ship



 


The following shall apply in
relation to the valuation of the Ship:


 


		(a)	the Borrower will within 10 Business Days of the anniversary of the delivery of the Ship and at
annual intervals thereafter unless an Event of Default has occurred and remains unremedied, at the Borrower’s expense, procure
that the Ship is valued by an Approved Broker (such valuation to be made without taking into account the benefit or otherwise of
any fixed employment relating to the Ship);



 


		(b)	the Borrower shall procure that forthwith upon the issuance of any valuation obtained pursuant
to this Clause 13.4 (Valuation of the Ship) a copy thereof is sent directly to the Agent for review; and



 




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		(c)	in the event that the Borrower fails to procure a valuation in accordance with paragraph (a) of
Clause 13.4 (Valuation of the Ship), the Agent shall be entitled to procure a valuation of the Ship on the same basis.



 


		13.5	Earnings



 


The Borrower will procure that
the Earnings (if any) are paid in full without set off and free and clear of and without deduction for any taxes, levies, duties,
imposts, charges, fees, restrictions or conditions of any nature whatsoever.


 


		13.6	Operation and maintenance of the Ship



 


From the Delivery Date until
the end of the Security Period at its own expense the Borrower will keep the Ship in a good and efficient state of repair so as
to maintain it to the highest classification notation available for the Ship of its age and type free of all recommendations and
qualifications with Bureau Veritas. On the Delivery Date and annually thereafter, it will furnish to the Agent a statement by such
classification society that such classification notation is maintained. It will comply with all recommendations, regulations and
requirements (statutory or otherwise) from time to time applicable to the Ship and shall have on board as and when required thereby
valid certificates showing compliance therewith and shall procure that all repairs to or replacements of any damaged, worn or lost
parts or equipment are carried out (both as regards workmanship and quality of materials) so as not to diminish the value or class
of the Ship. It will not make any substantial modifications or alterations to the Ship or any part thereof which would reduce the
market and commercial value of the Ship determined in accordance with Clause 13.4 (Valuation of the Ship).


 


		13.7	Surveys and inspections



 


The Borrower will:


 


		(a)	submit the Ship to continuous survey in respect of its machinery and hull and such other surveys
as may be required for classification purposes and, if so required by the Agent, supply to the Agent copies in English of the survey
reports;



 


		(b)	permit surveyors or agents appointed by the Agent to board the Ship to inspect its condition or
satisfy themselves as to repairs proposed or already carried out and afford all proper facilities for such inspections provided
that, unless an Event of Default has occurred or there is an accident to the Ship involving repairs the cost of which will
or is likely to exceed [*], such inspections shall be limited to one a year and shall be at all reasonable times.



 


		13.8	ISM Code



 


The Borrower will comply, or
procure that the Approved Manager will comply, with the ISM Code (as the same may be amended from time to time) or any replacement
of the ISM Code (as the same may be amended from time to time) and in particular, without prejudice to the generality of the foregoing,
as and when required to do so by the ISM Code and at all times thereafter:


 


		(a)	hold, or procure that the Approved Manager holds, a valid Document of Compliance duly issued to
the Borrower or the Approved Manager (as the case may be) pursuant to the ISM Code and a valid Safety Management Certificate duly
issued to the Ship pursuant to the ISM Code;



 


		(b)	provide the Agent with copies of any such Document of Compliance and Safety Management Certificate
as soon as the same are issued; and



 




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		(c)	keep, or procure that there is kept, on board the Ship a copy of any such Document of Compliance
and the original of any such Safety Management Certificate.



 


		13.9	ISPS Code



 


The Borrower will comply, or
procure that the Approved Manager will comply, with the ISPS Code (as the same may be amended from time to time) or any replacement
of the ISPS Code (as the same may be amended from time to time) and in particular, without prejudice to the generality of the foregoing,
as and when required to do so by the ISPS Code and at all times thereafter:


 


		(a)	keep, or procure that there is kept, on board the Ship the original of the International Ship Security
Certificate required by the ISPS Code; and



 


		(b)	keep, or procure that there is kept, on board the Ship a copy of the ship security plan prepared
pursuant to the ISPS Code.



 


		13.10	Annex VI



 


The Borrower will comply with
Annex VI (as the same may be amended from time to time) or any replacement of Annex VI (as the same may be amended from time to
time) and in particular, without limitation, to:


 


		(a)	procure that the Ship’s master and crew are familiar with, and that the Ship complies with, Annex
VI; and



 


		(b)	maintain for the Ship throughout the Security Period a valid and current IAPPC and provide a copy
to the Agent; and



 


		(c)	notify the Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation
or modification of the IAPPC.



 


		13.11	Employment of Ship



 


The Borrower shall:


 


		(a)	not employ the Ship or permit its employment in any trade or business which is forbidden by any
applicable law or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render
it liable to condemnation in a prize court or to destruction, seizure or confiscation or that may expose the Ship to penalties.
In the event of hostilities in any part of the world (whether war be declared or not) it will not employ the Ship or permit its
employment in carrying any contraband goods; and



 


		(b)	promptly provide the Agent with (i) all information which the Agent may reasonably require regarding
the Ship, its employment, earnings, position and engagements (ii) particulars of all towages and salvages and (iii) copies of all
charters and other contracts for its employment and otherwise concerning it.



 


		13.12	Provision of information



 


The Borrower shall give notice
to the Agent promptly and in reasonable detail upon the Borrower or any other Obligor becoming aware of:


 


		(a)	accidents to the Ship involving repairs the cost of which will or is likely to exceed [*];



 


		(b)	the Ship becoming or being likely to become a Total Loss;



 




    	 	68	 



     


    

  


		(c)	any recommendation or requirement made by any insurer or classification society or by any competent
authority which is not complied with, or cannot be complied with, within any time limit relating thereto and that might reasonably
affect the maintenance of either the Insurances or the classification of the Ship;



 


		(d)	any writ or claim served against or any arrest of the Ship or the exercise of any lien or purported
lien on the Ship, her Earnings or Insurances;



 


		(e)	the Ship ceasing to be registered under the flag of the Maritime Registry or anything which is
done or not done whereby such registration may be imperilled;



 


		(f)	it becoming impossible or unlawful for it to fulfil any of its obligations under the Finance Documents;
and



 


		(g)	anything done or permitted or not done in respect of the Ship by any person which is likely to
imperil the security created by the Finance Documents.



 


		13.13	Payment of liabilities



 


The Borrower shall promptly pay
and discharge:


 


		(a)	all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls, dues
and other outgoings in respect of the Ship and keep proper books of account in respect thereof provided always that the Borrower
shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being contested in good faith subject
always that full details of any such contested debt, damage or liability which, either individually or in aggregate exceeds [*]
shall forthwith be provided to the Agent. As and when the Agent may so require the Borrower will make such books available for
inspection on behalf of the Agent and provide evidence satisfactory to the Agent that the wages and allotments and the insurance
and pension contributions of the master and crew are being regularly paid, that all deductions of crew’s wages in respect of any
tax liability are being properly accounted for and that the master has no claim for disbursements other than those incurred in
the ordinary course of trading on the voyage then in progress or completed prior to such inspection;



 


		(b)	all liabilities which have given rise, or may give rise, to liens or claims enforceable against
the Ship under the laws of all countries to whose jurisdiction the Ship may from time to time be subject and in particular the
Borrower hereby agrees to indemnify and hold the Secured Parties, their successors, assigns, directors, officers, shareholders,
employees and agents harmless from and against any and all claims, losses, liabilities, damages, expenses (including attorneys,
fees and expenses and consultant fees) and injuries of any kind whatsoever asserted against the Secured Parties, with respect to
or as a result of the presence, escape, seepage, spillage, release, leaking, discharge or migration from the Ship or other properties
owned or operated by the Borrower of any hazardous substance, including without limitation, any claims asserted or arising under
any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder
of all governmental agencies, regardless of whether or not caused by or within the control of the Borrower subject to the following:



 


		(i)	it is the parties’ understanding that the Secured Parties do not now, have never and do not intend
in the future to exercise any operational control or maintenance over the Ship or any other properties and operations owned or
operated by the Borrower, nor in the past, presently, or intend in the future to, maintain an ownership interest in the Ship or
any other properties owned or operated by the Borrower except as may arise upon enforcement of the Lenders’ rights under the Mortgage;



 




    	 	69	 



     


    

  


		(ii)	unless and until an Event of Default shall have occurred and without prejudice to the right of
each Lender to be indemnified pursuant to this paragraph (b) of Clause 13.13 (Payment of liabilities):



 


		(A)	each Lender will, if it is reasonably practicable to do so, notify the Borrower upon receiving
a claim in respect of which the relevant Lender is or may become entitled to an indemnity under this paragraph (b) of Clause 13.13
(Payment of liabilities); and



 


		(B)	subject to the prior written approval of the relevant Lender which the Lender shall have the right
to withhold, the Borrower will be entitled to take, in the name of the relevant Lender, such action as the Borrower may see fit
to avoid, dispute, resist, appeal, compromise or defend any such claims, losses, liabilities, damages, expenses and injuries as
are referred to above in this paragraph (b) of Clause 13.13 (Payment of liabilities) or to recover the same from any third
party, subject to the Borrower first ensuring that the relevant Lender is secured to its reasonable satisfaction against all expenses
thereby incurred or to be incurred,



 


provided always that the Borrower
shall not be obliged to compromise any liabilities as aforesaid which are being contested in good faith subject always that full
details of any such contested liabilities which, either individually or in aggregate, exceed [*] shall be forthwith provided to
the Agent. If the Ship is arrested or detained for any reason it will procure its immediate release by providing bail or taking
such other steps as the circumstances may require.


 


		13.14	Certificate as to liabilities



 


The Borrower shall give to the
Agent at such times as it may from time to time reasonably require a certificate, duly signed on its behalf, as to the total amount
of any debts, damages and liabilities relating to the Ship and details of such of those debts, damages and liabilities as are over
a certain amount to be specified by the Agent at the relevant time and, if so required by the Agent, forthwith discharge such of
those debts, damages and liabilities as the Agent shall require other than those being contested in good faith.


 


		13.15	Modifications



 


The Borrower shall maintain the
type of the Ship as at the Delivery Date and not put the Ship into the possession of any person for the purpose of work being done
on it in an amount exceeding or likely to exceed [*] unless such person shall first have given to the Agent a written undertaking
addressed to the Agent in terms satisfactory to the Agent agreeing not to exercise a lien on the Ship or her Earnings for the cost
of such work or for any other reason (or the Borrower is able to demonstrate to the reasonable satisfaction of the Agent that the
Borrower or the relevant Group company has set aside and will have funds readily available for payment when due of the cost of
the work (to the extent not fully covered by insurance proceeds in the case of a partial loss)).


 


		13.16	Registration of Ship



 


The Borrower shall maintain the
registration of the Ship under and fly the flag of the Maritime Registry and not do or permit anything to be done whereby such
registration may be forfeited or imperilled.


 


		13.17	Environmental Law



 


The Borrower shall comply with
all Environmental Laws, obtain, maintain and ensure compliance with all requisite Environmental Approvals, and implement procedures
to monitor compliance with and to prevent liability under any Environmental Law.


 




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		13.18	Notice of Mortgage



 


The Borrower shall keep the Mortgage
registered against the Ship as a valid first preferred mortgage, carry on board the Ship a certified copy of the Mortgage and place
and maintain in a conspicuous place in the navigation room and the master’s cabin of the Ship a framed printed notice stating that
the Ship is mortgaged by the Borrower to the Security Trustee.


 


		13.19	Environmental claims



 


Each Obligor shall, (through
the Guarantor), promptly upon becoming aware of the same, inform the Agent in writing of:


 


		(a)	any Environmental Claim which is likely to result in a Material Adverse Effect against any member
of the Group which is current, pending or threatened; and



 


		(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being
commenced or threatened against any member of the Group which is likely to result in a Material Adverse Effect.



 


		13.20	Trading in war zones



 


In the event of hostilities in
any part of the world (whether war is declared or not), the Borrower shall not cause or permit the Ship to enter or trade to any
zone which is declared a war zone by the Ship’s war risks insurers unless:


 


		(a)	the prior written consent of the Security Trustee has been given; and



 


		(b)	the Borrower has (at its expense) effected any special, additional or modified insurance cover
which the Security Trustee may require.



 


		14	Insurance Undertakings



 


		14.1	General



 


The undertakings in this Clause
14 (Insurance Undertakings) remain in force on and from the Delivery Date and throughout the rest of the Security Period
except as the Agent may otherwise permit.


 


		14.2	Maintenance of obligatory insurances



 


The Borrower shall insure the
Ship in its name and keep the Ship insured on an agreed value basis for an amount in the currency in which the Loan is denominated
approved by the Agent but not being less than the greater of (x) [*] per cent. ([*]%) of the amount of the Loan; and (y) the
full market and commercial value of the Ship determined in accordance with Clause 13.4 (Valuation of the Ship) from time
to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection
and indemnity associations acceptable to the Agent, acting reasonably, in each instance on terms and conditions approved by the
Agent including as to deductibles but at least in respect of:


 


		(a)	fire and marine risks including but without limitation hull and machinery and all other risks customarily
and usually covered by first-class and prudent shipowners in the global insurance markets under English or Norwegian marine policies
or Agent-approved policies containing the ordinary conditions applicable to similar Ships;



 


		(b)	war risks (including terrorism, piracy, blocking and trapping and protection and indemnity war
risks) up to the insured amount;



 




    	 	71	 



     


    

  


		(c)	excess risks that is to say the proportion of claims for general average and salvage charges and
under the running down clause not recoverable in consequence of the value at which the Ship is assessed for the purpose of such
claims exceeding the insured value;



 


		(d)	protection and indemnity risks with full standard coverage as offered by first-class protection
and indemnity associations which are a member of the International Group of P&I Association and up to the highest limit of
liability available (for oil pollution risk the highest limit currently available is one billion Dollars ($1,000,000,000) and this
to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and
indemnity cover for Ships of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators
in waters where the Ship trades from time to time from the Delivery Date until the end of the Security Period);



 


		(e)	when and while the Ship is laid-up, in lieu of hull insurance, normal port risks; and



 


		(f)	such other risks as the Agent may from time to time reasonably require;



 


and in any event in respect of
those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect
of similar tonnage provided that if any of such insurances are also effected in the name of any other person (other than the Borrower
and/or a Secured Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such
insurances in favour of the Secured Parties in similar terms mutatis mutandis to the relevant provisions of the General Assignment.


 


		14.3	Mortgagee’s interest and pollution risks insurances



 


The Agent shall take out mortgagee
interest insurance on such conditions as the Agent may reasonably require and mortgagee interest insurance for pollution risks
as from time to time agreed each for an amount in the currency in which the Loan is denominated of [*] per cent. ([*]%) of the
amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand
of the Agent reimburse the Agent for the costs of effecting and/or maintaining any such insurance(s).


 


		14.4	Trading in the United States of America



 


If the Ship shall trade in the
United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such
term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and
any similar legislation which may from time to time be enacted in any jurisdiction in which the Ship presently trades or may or
will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire
period during which such trade is carried on:


 


		(a)	to pay any additional premiums required to maintain full standard protection and indemnity cover
for oil pollution up to the highest limit available to it for the Ship in the market;



 


		(b)	to make all such quarterly or other voyage declarations as may from time to time be required by
the Ship’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly
to deliver to the Agent copies of such declarations;



 


		(c)	to submit the Ship to such additional periodic, classification, structural or other surveys which
may be required by the Ship’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the
Agent copies of reports made in respect of such surveys;



 




    	 	72	 



     


    

  


		(d)	to implement any recommendations contained in the reports issued following the surveys referred
to in paragraph (c) of Clause 14.4 (Trading in the United States of America) within the time limit specified therein and
to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;



 


		(e)	in particular strictly to comply with the requirements of any applicable law, convention, regulation,
proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Ship with respect
to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent
on demand with such information or evidence as it may reasonably require of such compliance;



 


		(f)	to procure that the protection and indemnity insurances do not contain a clause excluding the Ship
from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the
Agent with evidence that this is so; and



 


		(g)	strictly to comply with any operational or structural regulations issued from time to time by any
relevant authorities under OPA so that at all times the Ship falls within the provisions which limit strict liability under OPA
for oil pollution.



 


		14.5	Protections for Secured Parties



 


		(a)	The Borrower shall give notice forthwith of any assignment of its interest in the Insurances to
the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;



 


		(b)	The Borrower shall execute and deliver all such documents and do all such things as may be necessary
to confer upon the Secured Parties legal title to the Insurances in respect of the Ship and to procure that the interest of the
Secured Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a
loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies
in respect of the Ship and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection
and indemnity certificates of entry in respect of the Ship; and



 


		(c)	In the event of the Borrower making default in insuring and keeping insured the Ship as hereinbefore
provided then the Agent may (but shall not be bound to) insure the Ship or enter the Ship in such manner and to such extent as
the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with
interest thereon at the interest rate shall be paid on demand by the Borrower to the Agent.



 


		14.6	Copies of polices; letters of undertaking



 


The Borrower will procure that
each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in the standard form available in
the relevant insurance market or otherwise in such form as may be required by the Agent and waives any lien for premiums or calls
except in relation to premiums or calls solely attributable to the Ship.


 


		14.7	Payment of premiums



 


The Borrower shall punctually
pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Ship and to produce all relevant
receipts when so required by the Agent.


 




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		14.8	Renewal of obligatory insurances


 


The Borrower shall notify the
Agent of the renewal of the obligatory insurances at least five (5) days before the expiry thereof and shall procure that the relevant
brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the
Borrower that any failure to renew the Insurances on the Ship at least two (2) days before the expiry thereof or to give or procure
the relevant notices of such renewal shall constitute an Event of Default.


 


		14.9	Guarantees



 


The Borrower shall arrange for
the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association.


 


		14.10	Provision of insurances information



 


The Borrower will furnish the
Agent from time to time on request with full information about all Insurances maintained on the Ship and the names of the offices,
companies, underwriters, associations or clubs with which such Insurances are placed.


 


		14.11	Alteration to terms of insurances



 


The Borrower shall not make or
agree to any variation in the terms of any of the Insurances on the Ship without the prior approval of the Agent nor to do any
act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable,
suspended, defeated or unenforceable and not to suffer or permit the Ship to engage in any voyage nor to carry any cargo not permitted
under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such
requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose.


 


		14.12	Settlement of claims



 


The Borrower shall not settle,
compromise or abandon any claim in respect of any of the Insurances on the Ship other than a claim of less than [*] Dollars ($[*])
or the equivalent in any other currency and not being a claim arising out of a Total Loss.


 


		14.13	Application of insurance proceeds



 


The Borrower shall apply or ensure
the appliance of all such sums receivable in respect of the Insurances on the Ship for the purpose of making good the loss and
fully repairing all damage in respect whereof the insurance monies shall have been received.


 


		14.14	Insurance advisers



 


The Agent shall be entitled,
immediately prior to the Delivery Date and thereafter no more frequently than annually on renewals but also additionally at any
time when there is a proposed change of underwriters or the terms of any Insurances, to instruct independent reputable insurance
advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent
shall deem necessary, it being hereby specifically agreed that the Borrower shall reimburse the Agent on demand for the costs and
expenses incurred by the Agent in connection with the instruction of such advisers subject to a limit of ten thousand Dollars ($10,000)
at the time of delivery of the Ship or in the event of a change of underwriters or of terms of any Insurances and otherwise ten
thousand Dollars ($10,000) annually thereafter.


 




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		15	Security Value Maintenance



 


		15.1	Security Shortfall



  


If, upon receipt of a valuation
of the Ship in accordance with Clause 13.4 (Valuation of the Ship), the Security Value shall be less than the Security Requirement,
the Agent may give notice to the Borrower requiring that such deficiency be remedied and then the Borrower shall (unless the Ship
has become a Total Loss) either:


 


		(a)	prepay within a period of 30 days of the date of receipt by the Borrower of the Agent’s said notice
such sum in Dollars as will result in the Security Requirement after such repayment (taking into account any other repayment of
the Loan made between the date of the notice and the date of such prepayment) being equal to the Security Value; or



 


		(b)	within 30 days of the date of receipt by the Borrower of the Agent’s said notice constitute to
the reasonable satisfaction of the Agent such further security for the Loan as shall be reasonably acceptable to the Agent having
a value for security purposes (as determined by the Agent in its absolute discretion) at the date upon which such further security
shall be constituted which, when added to the Security Value, shall not be less than the Security Requirement as at such date.



 


Clauses 15.2 (Costs) and
15.4 (Documents and evidence) and paragraph (c) of Clause 16.2 (Voluntary prepayment) shall apply to prepayments
under paragraph (a) of Clause 15.1 (Security Shortfall).


 


		15.2	Costs



 


All costs in connection with
the Agent obtaining any valuation of the Ship referred to in Clause 13.4 (Valuation of the Ship), and obtaining any valuation
either of any additional security for the purposes of ascertaining the Security Value at any time or necessitated by the Borrower
electing to constitute additional security pursuant to paragraph (b) of Clause 15.1 (Security Shortfall) shall be borne
by the Borrower.


 


		15.3	Valuation of additional security



 


For the purpose of this Clause
15 (Security Value Maintenance), the market value of any additional security provided or to be provided to the Agent shall
be determined by the Agent in its absolute discretion without any necessity for the Agent assigning any reason thereto.


 


		15.4	Documents and evidence



 


In connection with any additional
security provided in accordance with this Clause 15 (Security Value Maintenance), the Agent shall be entitled to receive
such evidence and documents of the kind referred to in Clause 3 (Conditions Precedent) in respect of other Finance Documents
as may in the Agent’s opinion be appropriate.


 


		15.5	Valuations binding



 


Any valuation under this Clause
15 (Security Value Maintenance) shall be binding and conclusive as regards the Borrower.


 


		15.6	Provision of information



 


		(a)	The Borrower shall promptly provide the Agent and any shipbroker acting under this Clause 15 (Security
Value Maintenance) with any information which the Agent or the shipbroker may reasonably request for the purposes of the valuation.



 


		(b)	If the Borrower fails to provide the information referred to in paragraph (a) above by the date
specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Agent considers prudent.



 




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		16	Cancellation, Prepayment and Mandatory Prepayment



 


		16.1	Cancellation



 


At any time
prior to the end of the Availability Period, the Borrower may give notice to the Agent in writing that it wishes to cancel the
whole or any part of the available Commitments whereupon (without penalty to the Borrower but without prejudice to any liabilities
of the Borrower including, without limitation, in respect of fees payable or accrued under this Agreement, arising prior to the
date of such cancellation) such available Commitments shall terminate upon the date specified in such notice. Any cancellation
under this Clause 16.1 (Cancellation) shall reduce the remaining Commitments of the Lenders rateably.


 


		16.2	Voluntary prepayment



 


		(a)	The Borrower may prepay all or part of the Loan (but if in part being an amount that reduces the
Loan by a minimum amount of one (1) repayment instalment of principal of the Loan) together with interest thereon. Such prepayment
shall, regardless of the date on which such prepayment is made, be made together with all of the amounts that SIMEST is entitled
to charge, whether for taxes, costs, expenses, indemnities, penalties, losses or liabilities whatsoever, under and in accordance
with the Interest Make-up Agreement and Clause 20.2 (Breakage costs and SIMEST arrangements) but without any other penalty
provided that the prepayment is made on the last day of an Interest Period and thirty-five (35) days prior written notice indicating
the intended date of prepayment is given to the Agent and the SACE Agent. However, the following amounts shall be payable to the
Agent if any prepayment made pursuant to this Clause 16.2 (Voluntary prepayment) is not made on the last day of an Interest
Period:



 


		(i)	for the account of the Lenders, whether the Borrower elected a Floating Interest Rate or a Fixed
Interest Rate pursuant to Clause 6.1 (Fixed or Floating Interest Rate), the difference (if positive), calculated by the
Lenders and notified by them to the Agent, between the actual cost for the Lenders of the funding for the relevant Advance or Advances
and the rate of interest for the monies to be invested by the Lenders, applied to the amounts so prepaid for the period from the
said prepayment until the last day of the Interest Period during which the prepayment occurs (if prepayment does not occur on the
last day of that Interest Period), details of any such calculation being supplied to the Borrower by the Agent on behalf of the
Lenders; or



 


		(ii)	for the account of SIMEST, if the Borrower elected a Fixed Interest Rate pursuant to Clause 6.1
(Fixed or Floating Interest Rate), the sum of charges (if any) imposed by SIMEST representing funding or breakage costs
of the Italian Authorities as more specifically set out in Clause 20 (Indemnities).



 


		(b)	For the avoidance of doubt, regardless of the date on which a voluntary prepayment is made, such
prepayment shall be paid together with all amounts payable in accordance with Clause 20.2 (Breakage costs and SIMEST arrangements)
and if a voluntary prepayment is made other than on the last day of an Interest Period, the prepayment shall be paid together with
such other amounts payable in accordance with Clauses 20.1 (Indemnities regarding borrowing and repayment of Loan) and 20.2
(Breakage costs and SIMEST arrangements).



 


		(c)	If the Borrower has selected the Fixed Interest Rate pursuant to Clause 6.1 (Fixed or Floating
Interest Rate), the SACE Agent shall give SIMEST thirty (30) days written notice of the intended date of prepayment.



 


		16.3	Mandatory prepayment – Sale and Total Loss



 


The Borrower shall be obliged
to prepay the whole of the Loan if the Ship is sold or becomes a Total Loss:


 




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		(a)	in the case of a sale, on or before the date on which the sale is completed by delivery of the
Ship to the buyer; or



 


		(b)	in the case of a Total Loss, on the earlier of the date falling 120 days after the Total Loss Date
and the date of receipt by the Agent of the proceeds of insurance relating to such Total Loss.



 


		16.4	Mandatory prepayment – SACE Insurance Policy



 


		(a)	The Borrower shall be obliged to prepay the whole of the Loan if the SACE Insurance Policy is revoked,
rescinded, cancelled, terminated, suspended or otherwise becomes unenforceable or ceases to be in full force and effect.



 


		(b)	In the event that any other event occurs or any other circumstances arise or develop which would
have a material adverse effect on SACE’s ability to perform its obligations under the SACE Insurance Policy, the Borrower and the
Lenders shall, provided that no Event of Default has occurred and is continuing, negotiate in good faith for a period of not less
than 30 days with a view to agreeing such revised terms and conditions as the Lenders may require to enable the Lenders to maintain
the entire Loan (and during such 30 day period, no Lender shall be obliged to make available to the Borrower their portion of the
Loan to the extent such amounts have not already been drawn). In the event that following such negotiations the Borrower and the
Lenders fail to agree on such revised terms, the Borrower shall be obliged to prepay, on demand by the Agent, the outstanding principal
amount of the Loan to the extent of the amount covered pursuant to the SACE Insurance Policy. If, during the period while negotiations
are on-going pursuant to this paragraph (b) of Clause 16.4 (Mandatory prepayment – SACE Insurance Policy) the events
described in paragraph (b) of Clause 16.4 (Mandatory prepayment – SACE Insurance Policy) should occur, the Borrower
shall be obliged to prepay the Loan in full as required by paragraph (a) of Clause 16.4 (Mandatory prepayment – SACE Insurance
Policy).



 


		16.5	Mandatory prepayment on default under Shipbuilding Contract



 


If:


 


		(a)	prior to the delivery of the Ship it becomes unlawful for the Builder to perform its obligations
under the Shipbuilding Contract;



 


		(b)	prior to the delivery of the Ship any of the events specified in Article 20.2 of the Shipbuilding
Contract occurs;



 


		(c)	prior to the delivery of the Ship there is a repudiation or termination of the Shipbuilding Contract;



 


		(d)	prior to the delivery of the Ship the Builder ceases to carry on all or a substantial part of its
cruise ship building business; or



 


		(e)	the Ship has not been delivered to, and accepted by, the Borrower by the date specified in Article
8.9 of the Shipbuilding Contract,



 


then:


 


		(i)	the Borrower shall promptly notify the Agent upon becoming aware of that event; and



 


		(ii)	if the Majority Lenders so require, the Agent shall, by not less than 3 Business Days’ notice to
the Borrower, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the
Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become
immediately due and payable.



 




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		16.6	Other amounts



 


Any prepayment of the whole of
the Loan shall be made together with all other sums due under this Agreement (including, without limitation, the compensation calculated
in accordance with Clause 16.2 (Voluntary prepayment).


 


		16.7	Application of partial prepayment



 


Amounts prepaid shall be applied
in accordance with paragraph (b) of Clause 19.1 (Receipts).


 


		16.8	No reborrowing



 


Amounts prepaid may not be reborrowed.


 


		17	Interest on Late Payments



 


		17.1	Default rate of interest



 


Without prejudice to the provisions
of Clause 18 (Events of Default) and without this Clause in any way constituting a waiver of terms of payment, all sums
due by the Borrower under this Agreement will automatically bear interest on a day to day basis from the date when they are payable
until the date of actual payment at a rate per annum equal to the higher of:


 


		(a)	where the Floating Interest Rate is applicable, the aggregate of:



 


		(i)	Overnight LIBOR;



 


		(ii)	the applicable Margin; and



 


		(iii)	[*] per cent. ([*]%) per annum; or



 


		(b)	where the Fixed Interest Rate is applicable, the higher of:



 


		(i)	the Fixed Interest Rate plus [*] per cent. ([*]%) per annum; and



 


		(ii)	Overnight LIBOR plus the applicable Margin plus [*] per cent. ([*]%) per annum.



 


		17.2	Compounding of default interest



 


To the extent permitted by applicable
law, any such interest will itself bear interest at the above rate if it is due for at least three (3) months and thereafter at
three monthly intervals.


 


		18	Events of Default



 


		18.1	Events of Default



 


An Event of Default occurs if
any of the events or circumstances described in Clauses 18.2 (Non-payment) to 18.20 (Material Adverse Change) occur.


 


		18.2	Non-payment



 


Any Obligor fails to pay when
due or (if so payable) on demand any sum payable under a Finance Document or under any document relating to a Finance Document
and such failure is not remedied within three (3) Business Days of the due date or (if payable on demand) within three (3) Business
Days of receiving the demand.


 




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		18.3	Non-remediable breaches



 


The Borrower fails to comply
with the provisions of Clauses 12.8 (Negative pledge), 12.9 (Disposals), 12.11 (Mergers) or 12.18 (Loans
and guarantees by the Borrower).


 


		18.4	Breach of other obligations



 


		(a)	Any Obligor fails to comply with any provision of any Finance Document (other than a failure to
comply covered by any of the other provisions of Clauses 18.2 (Non-payment) to 18.20 (Material Adverse Change)) and
in particular but without limitation the Guarantor fails to comply with the provisions of clause 11 (Undertakings) of its
Guarantee or there is any material breach in the opinion of the Majority Lenders and SACE of any of the Underlying Documents provided
that (save in respect of Clause 12.27 (Code of Ethics and Model)) no Event of Default shall be deemed to have occurred if,
in the opinion of the Majority Lenders and SACE, such failure or material breach is capable of remedy and is remedied within the
Relevant Period (as defined below) from the date of its occurrence, if the failure or material breach was known to that Obligor,
or from the date the relevant Obligor is notified by the Agent of the failure or material breach, if the failure or material breach
was not known to that Obligor, unless in any such case as aforesaid the Majority Lenders and SACE consider that the failure or
material breach is or could reasonably be expected to become materially prejudicial to the interests, rights or position of the
Lenders, “Relevant Period” meaning for
the purposes of this Clause fifteen (15) days in respect of a remedy period commencing after the date of this Agreement;



 


		(b)	There is a repudiation or termination of any Transaction Document (save for the Shipbuilding Contract,
and, to the extent replaced, any of the Refund Guarantee, any Management Agreement and any charter) or any of the parties thereto
becomes entitled to terminate or repudiate any of them and evidences an intention so to do; or



 


		(c)	Prior to the delivery of the Ship, any of the parties to the Shipbuilding Contract becomes entitled
to terminate or repudiate the Shipbuilding Contract and commences the exercise of their rights to do so.



 


		18.5	Misrepresentation



 


Any representation, warranty
or statement made or repeated in, or in connection with, any Transaction Document or the SACE Insurance Policy or in any accounts,
certificate, statement or opinion delivered by or on behalf of any Obligor thereunder or in connection therewith is materially
incorrect or misleading when made or would, if repeated at any time hereafter by reference to the facts subsisting at such time,
no longer be materially correct.


 


		18.6	Cross default



 


		(a)	Any event of default occurs under any financial contract or financial document relating to any
Financial Indebtedness of the Borrower; or



 


		(b)	any such Financial Indebtedness or any sum payable in respect thereof is not paid when due (after
the expiry of any applicable grace period(s)) whether by acceleration or otherwise; or



 


		(c)	any other Financial Indebtedness of any member of the Group is not paid when due or is or becomes
capable of being declared due prematurely by reason of default or any Security Interest securing the same becomes enforceable by
reason of default provided that no Event of Default will arise if the aggregate amount of the relevant Financial Indebtedness and
liabilities secured by the relevant Security Interests is less than [*] Dollars ($[*]) or its equivalent in other currencies; and



 




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		(d)	any other Security Interest over any assets of any member of the Group securing any alleged liability
that does not qualify as Financial Indebtedness becomes enforceable where the alleged liability is in respect of a sum of, or sum
aggregating, [*] Dollars ($[*]) or its equivalent in other currencies, unless the alleged liability is being contested in good
faith by appropriate means by the relevant Group member and the Agent is reasonably satisfied that the relevant member of the Group
has reasonable grounds for succeeding in its action.



 


		18.7	Winding-up



 


Any order is made or an effective
resolution passed or other action taken for the suspension of payments or reorganisation, dissolution, termination of existence,
liquidation, winding-up or bankruptcy of any Obligor.


 


		18.8	Appointment of liquidators etc.



 


A liquidator, trustee, administrator,
receiver, administrative receiver, manager or similar officer is appointed in respect of any Obligor or in respect of all or any
substantial part of the assets of any Obligor.


 


		18.9	Enforcement of any security



 


Any corporate action, legal proceeding
or other procedure or step is taken in relation to enforcement of any security interests over any assets of the Borrower.


 


		18.10	Insolvency



 


		(a)	An Obligor is unable or admits inability to pay its debts as they fall due, is deemed to or declared
to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts.



 


		(b)	The value of the assets of any Obligor is less than its liabilities (taking into account contingent
liabilities).



 


		(c)	A moratorium in respect of all or any debts of any Obligor or a compromise, composition, assignment
or an arrangement with creditors of any Obligor or any similar proceeding or arrangement by which the assets of any Obligor are
submitted to the control of its creditors is applied for, ordered or declared or any Obligor commences negotiations with any one
or more of its creditors with a view to the general readjustment or rescheduling of all or a significant part of its Financial
Indebtedness. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.



 


		18.11	Legal process



 


Any corporate action, legal proceeding,
distress, execution, attachment or other process affects the whole or any substantial part of the assets of any Obligor and remains
undischarged for a period of thirty (30) days, any step is taken in relation to enforcement of any security interests over any
assets of any Obligor (other than the Borrower) or any uninsured judgment which, in each case, is in excess of [*] Dollars ($[*])
following final appeal, remains unsatisfied for a period of ten (10) days.


 


		18.12	Analogous events



 


Anything analogous to or having
a substantially similar effect to any of the events specified in Clauses 18.7 (Winding-up) to 18.11 (Legal process)
shall occur under the laws of any applicable jurisdiction.


 


		18.13	Cessation of business



 


Any Obligor ceases to carry on
all or a substantial part of its business.


 




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		18.14	Revocation of consents



 


Any authorisation, approval,
consent, licence, exemption, filing, registration or notarisation or other requirement necessary to enable any Obligor to comply
with any of its obligations under any of the Transaction Documents is materially adversely modified, revoked or withheld or does
not remain in full force and effect and within ninety (90) days of the date of its occurrence such event is not remedied to the
satisfaction of the Agent consider that such failure is or might be expected to become materially prejudicial to the interests,
rights or position of the Lenders provided that the Borrower shall not be entitled to the aforesaid ninety (90) day period if the
modification, revocation or withholding of the authorisation, approval or consent is due to an act or omission of any Obligor and
the Majority Lenders and SACE are satisfied that the Lenders’ interests might reasonably be expected to be materially adversely
affected.


 


		18.15	Unlawfulness



 


At any time it is unlawful or
impossible for any Obligor to perform any of its material (to the Secured Parties or any of them) obligations under any Transaction
Document to which it is a party or it is unlawful or impossible for the Secured Parties or any Lender to exercise any of their
or its rights under any of the Transaction Documents provided that no Event of Default shall be deemed to have occurred where the
unlawfulness or impossibility does not relate to the payment obligation of any Obligor under any Transaction Document and is cured
within the period of twenty one (21) days of the date of occurrence of the event giving rise to the unlawfulness or impossibility
and the affected Obligor performs it obligation within such period.


 


		18.16	Insurances



 


The Borrower fails to insure
the Ship in the manner specified in Clause 14 (Insurance Undertakings) or fails to renew the Insurances at least five (5)
days prior to the date of expiry thereof and produce prompt confirmation of such renewal to the Agent provided that if the insurers
withdraw their cover an Event of Default shall be deemed to have occurred upon issue of the insurer’s notice of withdrawal.


 


		18.17	Disposals



 


If the Borrower or any other
Obligor shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder,
delay or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under
any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of
a creditor with the intention of preferring such creditor over any other creditor.


 


		18.18	Prejudice to security



 


Anything is done or suffered
or omitted to be done by any Obligor which in the reasonable opinion of the Agent would or might be expected to imperil the security
created by any of the Finance Documents.


 


		18.19	Governmental intervention



 


The authority of any Obligor
in the conduct of its business is wholly or substantially curtailed by any seizure or intervention by or on behalf of any authority
and within ninety (90) days of the date of its occurrence any such seizure or intervention is not relinquished or withdrawn and
the Agent reasonably considers that the relevant occurrence is or might be expected to become materially prejudicial to the interests,
rights or position of the Lenders provided that the Borrower shall not be entitled to the aforesaid ninety (90) day period if the
seizure or intervention executed by any authority is due to an act or omission of any Obligor and the Majority Lenders and SACE
are satisfied that the Lenders’ interest might reasonably be expected to be materially adversely affected.


 




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		18.20	Material Adverse Change



 


		(a)	Any event or circumstance occurs which results in a Material Adverse Effect; and/or



 


		(b)	any event or circumstance occurs (including, without limitation, following the sending of a notice
by the Borrower under paragraph (c) of Clause 12.27 (Code of Ethics and Model)), which results in a material adverse effect
on the ability of the Borrower, also under an economic and/or financial standpoint, to perform its obligations under this Agreement.



 


		18.21	Actions following an Event of Default



 


On, or at any time after, the
occurrence of an Event of Default the Agent may, and if so instructed by the Majority Lenders and SACE, the Agent shall:


 


		(a)	serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender
to the Borrower under this Agreement are terminated; and/or



 


		(b)	serve on the Borrower a notice stating that the Loan (including but without limitation the amount
representing the financed First Instalment and Second Instalment of the SACE Premium), all accrued interest and all other amounts
accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or



 


		(c)	take any other action which, as a result of the Event of Default or any notice served under paragraph
(a) or (b), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law.



 


		18.22	Termination of Commitments



 


On the service of a notice under
paragraph (a) of Clause 18.21 (Actions following an Event of Default), the Commitments and all other obligations of each
Lender to the Borrower under this Agreement shall terminate.


 


		18.23	Acceleration of Loan



 


On the service of a notice under
paragraph (b) of Clause 18.21 (Actions following an Event of Default), the Loan, all accrued interest and all other amounts
accrued or owing from the Borrower or any Obligor under this Agreement and every other Finance Document shall become immediately
due and payable or, as the case may be, payable on demand.


 


		18.24	Further amounts payable



 


Upon an acceleration of repayment
of the Loan following an Event of Default the Borrower shall be liable to pay compensation calculated in accordance with Clause
16.2 (Voluntary prepayment).


 


		18.25	Multiple notices; action without notice



 


The Agent may serve notices under
paragraphs (a) and (b) of Clause 18.21 (Actions following an Event of Default) simultaneously or on different dates and
it may take any action referred to in paragraph (c) of Clause 18.21 (Actions following an Event of Default) if no such notice
is served or simultaneously with or at any time after the service of both or either of such notices.


 




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		18.26	Notification of Secured Parties and Obligors



 


The Agent shall send to the Italian
Authorities, each Lender and each Obligor a copy or the text of any notice which the Agent serves on the Borrower under Clause
18.21 (Actions following an Event of Default); but the notice shall become effective when it is served on the Borrower,
and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or
provide any Obligor with any form of claim or defence.


 


		18.27	Lender’s rights unimpaired



 


Nothing in this Clause 18 (Events
of Default) shall be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document
or the general law; and, in particular, this Clause is without prejudice to Clauses 2.4 (Creditor Parties’ rights and obligations)
and 2.6 (Obligations of Lenders several).


 


		18.28	Exclusion of Secured Party liability



 


No Secured Party, and no receiver
or manager appointed by the Agent, shall have any liability to an Obligor:


 


		(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created
by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or



 


		(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been
produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value
of such an asset.



 


		19	Application of sums received



 


		19.1	Receipts



 


Except as any Finance Document
may otherwise provide, all sums received under this Agreement or any other Finance Document by the Agent, on behalf of the Lenders,
or by any of the Lenders for any reason whatsoever will be applied:


 


		(a)	in priority, to payments of any kind due or in arrears in the order of their due payment dates
and first, to fees, charges and expenses, second, to interest payable pursuant to Clause 17 (Interest on Late Payments),
third, to interest payable pursuant to Clause 6 (Interest), fourth, to the principal of the Loan payable pursuant to Clause
5 (Repayment), fifth, to any sums due pursuant to Clause 20.2 (Breakage costs and SIMEST arrangements) and, sixth,
to any other sums due under this Agreement or any other Finance Document and, if relevant, pro rata to each of the Lenders;
or



 


		(b)	if no payments are in arrears or if these payments have been discharged as set out above, then
and to sums remaining due under this Agreement or any other Finance Document and, if relevant, pro rata to each of the Lenders
and in each case in inverse order of maturity, the interest being recalculated accordingly.



 


		20	Indemnities



 


		20.1	Indemnities regarding borrowing and repayment of Loan



 


The Borrower shall fully indemnify
the Agent and each Lender or SIMEST (but without double counting to the extent that a Lender is making a claim in respect of amounts
owing to SIMEST) on the Agent’s demand in respect of all claims, expenses, liabilities and losses which are made or brought against
or incurred by that Secured Party, or which that Secured Party reasonably and with due diligence estimates that it will incur,
as a result of or in connection with:


 




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		(a)	any part of the Loan not being borrowed on the date specified in a Drawdown Notice for any reason
other than a default by the Lender claiming the indemnity;



 


		(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the
last day of an Interest Period or other relevant period;



 


		(c)	any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance
Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the
amount concerned under Clause 17 (Interest on Late Payments)); and



 


		(d)	the occurrence and/or continuance of an Event of Default and/or the acceleration of repayment of
the Loan under Clause 18 (Events of Default).



 


		20.2	Breakage costs and SIMEST arrangements



 


Without limiting its generality,
Clause 20.1 (Indemnities regarding borrowing and repayment of Loan) covers:


 


		(a)	any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a
Lender in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its
Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount);



 


		(b)	if the Borrower has selected the Fixed Interest Rate in accordance with Clause 6.1 (Fixed or
Floating Interest Rate), all of the amounts that SIMEST is entitled to charge, whether for taxes, costs, expenses, indemnities,
penalties, losses or liabilities whatsoever, under and in accordance with the Interest Make-up Agreement, including without limitation,
as a result of any prepayment of all or any part of the Loan under this Agreement (whether voluntary, mandatory, following acceleration
of the Loan or otherwise), as a result of an Interest Make-Up Event or as a result of the Borrower deciding to switch from the
Fixed Interest Rate to another interest rate after the Drawdown Date and/or an Interest Make-up Event. Such amounts include, without
limitation, (i) breakage costs, (ii) any amount due as a consequence of the close-out of any hedging arrangement entered into by
SIMEST in relation to this Agreement, (iii) default interest and penalties (maggiorazioni) whenever applicable, and (iv)
all amounts (if any) to be returned by the Agent to SIMEST under and pursuant to the Interest Make-Up Agreement; and



 


		(c)	any other costs whatsoever or howsoever arising under or in respect of the Interest Make-Up Agreement
which are passed to the Agent,



 


and any such costs imposed by
SIMEST shall be paid by the Borrower to SIMEST through the Agent.


 


For the purposes of this Clause
20.2 (Breakage costs and SIMEST arrangements) “Interest
Make-Up Event” means the occurrence of any circumstances which result in the termination, cancellation, revocation,
cessation or suspension (in each case, in whole or in part) of the Interest Make-Up Agreement or the Interest Make-Up Agreement
otherwise ceases or may cease to be in full force and effect or the Agent notifies the Borrower that the Fixed Interest Rate is
not available for any reason, in each case, in accordance with the terms of the Interest Make-Up Agreement.


 




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		20.3	Miscellaneous indemnities



 


The Borrower shall fully indemnify
each Secured Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be
made or brought against or incurred by a Secured Party, in any country, as a result of or in connection with:


 


		(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance
Document by the Agent or any other Secured Party or by any receiver appointed under a Finance Document;



 


		(b)	any other Pertinent Matter,



 


other than claims, expenses,
liabilities and losses which are shown to have been directly and mainly caused by the dishonesty or wilful misconduct of the officers
or employees of the Secured Party concerned.


 


Without prejudice to its generality,
this Clause 20.3 (Miscellaneous indemnities) covers (i) any claims, expenses, liabilities and losses which arise, or are
asserted, under or in connection with any law relating to safety at sea, the ISM Code or any Environmental Laws or any Sanctions
and (ii) any claims, expenses, liabilities (including, without limitation, under a reputational standpoint) and losses which arise,
or are asserted, against CDP under or in connection with any breach by the Borrower of any of the provisions paragraphs (nn) to
(rr) of Clause 11.2 (Continuing representations and warranties) and/or of Clause 12.27 (Code of Ethics and Model).


 


		20.4	Currency indemnity



 


If any sum due from an Obligor
to a Secured Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from
the currency in which the Finance Document provided for the sum to be paid (the “Contractual
Currency”) into another currency (the “Payment
Currency”) for the purpose of:


 


		(a)	making or lodging any claim or proof against an Obligor, whether in its liquidation, any arrangement
involving it or otherwise; or



 


		(b)	obtaining an order or judgment from any court or other tribunal; or



 


		(c)	enforcing any such order or judgment,



 


the Borrower shall indemnify
the Secured Party concerned against the loss arising when the amount of the payment actually received by that Secured Party is
converted at the available rate of exchange into the Contractual Currency.


 


In this Clause 20.4 (Currency
indemnity) the “available rate of exchange”
means the rate at which the Secured Party concerned is able at the opening of business (Paris time) on the Business Day after it
receives the sum concerned to purchase the Contractual Currency with the Payment Currency.


 


This Clause 20.4 (Currency
indemnity) creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents
and which shall not be merged in any judgment or order relating to those other liabilities.


 


		20.5	Certification of amounts



 


A notice which is signed by 2
officers of a Secured Party, which states that a specified amount, or aggregate amount, is due to that Secured Party under this
Clause 20 (Indemnities) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect
of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.


 




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		20.6	Sums deemed due to a Lender



 


For the purposes of this Clause
20 (Indemnities), a sum payable by the Borrower to the Agent for distribution to a Lender shall be treated as a sum due
to that Lender.


 


		20.7	SACE obligations



 


To the extent that this Clause
20 (Indemnities) imposes obligations or restrictions on a Secured Party, such obligations or restrictions shall not apply
to SACE and SACE shall have no obligations hereunder nor be constrained by such restrictions.


 


		21	Illegality, etc.



 


		21.1	Illegality and Sanctions



 


This Clause 21 (Illegality,
etc.) applies if:


 


		(a)	a Lender (the “Notifying Lender”)
notifies the Agent that:



 


		(i)	it becomes unlawful or contrary to any law, regulation or Sanctions – including by way of
civil, administrative or criminal liability - in any applicable jurisdiction for the Notifying Lender to perform any of its obligations
as contemplated by the Finance Documents or to fund its participation in the Loan; and/or



 


		(ii)	it becomes unlawful or contrary to any law, regulation or Sanctions – including by way of
civil, administrative or criminal liability - in any applicable jurisdiction for the Notifying Lender to maintain its participation
in the Loan; or



 


		(b)	an Obligor is or becomes a Prohibited Person,



 


(such event,
an “Illegality or Sanctions Event”).


 


		21.2	Notification of illegality



 


		(a)	The Agent shall promptly notify the Borrower, the Obligors and the other Lenders of the notice
under Clause 21 (Illegality, etc.) which the Agent receives from the Notifying Lender.



 


		(b)	Upon receipt of the notice under paragraph (a) above and provided that such Illegality or Sanctions
Event is not applicable with immediate effect (in which case paragraph (a) of Clause 21.3 (Prepayment; termination of Commitment)
will apply immediately and this paragraph (b) of Clause 21.2 (Notification of illegality) will not apply, the Agent shall,
where the Borrower has selected the Fixed Interest Rate pursuant to Clause 6.1 (Fixed or Floating Interest Rate), inform
SIMEST in writing in order to start consultations between themselves (pursuant to clause 6 of the Interest Make-Up Agreement) with
a view to exploring any possible solution to mitigate the Illegality or Sanctions Event preventing that Lender from performing
any of its obligations under a Finance Document or funding or maintaining its share in the Loan. Any solution agreed between the
Agent and SIMEST at the end of the consultation period (which shall last for a period of ten (10) days from the service of such
notice on SIMEST) will be binding among themselves and shall be notified by the Agent to each Obligor immediately thereafter (and
in any case no later than ten (10) days following such decision).



 


		(c)	If at the end of the consultation procedure set out in paragraph (b) above, no solution is agreed
between the Agent and SIMEST, the Agent must immediately notify the Lenders and the Obligors.



 




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		21.3	Prepayment; termination of Commitment



 


		(a)	After notification under paragraph (c) above or (in case the Interest Make-Up Agreement has ceased
to be in force and effect or the Fixed Interest Rate has not been selected pursuant to Clause 6.1 (Fixed or Floating Interest
Rate)) after notification under paragraph (a) above and subject to Clause 21.4 (Mitigation) below the Borrower must
repay or prepay that Lender’s share in the Loan on the date specified in paragraph (c) below together with any breakage costs payable
under Clause 20.2 (Breakage costs and SIMEST arrangements) and any indemnity payable under paragraph (c) of Clause 20.2
(Breakage costs and SIMEST arrangements) in respect of the Interest Make-Up Agreement;



 


		(b)	On the Agent notifying the Borrower under paragraph (c) of Clause 21.2 (Notification of illegality),
the Notifying Lender’s Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender’s
notice under Clause 21.1 (Illegality and Sanctions) as the date on which the notified event would become effective the Borrower
shall prepay the Notifying Lender’s Contribution and shall pay compensation to the Notifying Lender calculated in accordance with
Clause 16.2 (Voluntary prepayment).



 


		(c)	The date for repayment or prepayment of a Lender’s share in the Loan will be:



 


		(i)	the date specified by the Agent in the notification under paragraph (b) above; or



 


		(ii)	in case the Interest Make-Up Agreement has ceased to be in full force and effect or the Fixed Interest
Rate has not been selected pursuant to Clause 6.1 (Fixed or Floating Interest Rate), the last day of the current Interest
Period for the relevant Advance or Advances or, if earlier, the date specified by the Lender in the notification under paragraph
(a) above and which must not be earlier than the last day of any applicable grace period allowed by law.



 


		21.4	Mitigation



 


		(a)	Each Secured Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate
any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant
to Clause 21.1 (Illegality and Sanctions) including (but not limited to) transferring its rights and obligations under the
Finance Documents to another Affiliate or Facility Office.



 


		(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance
Documents.



 


		22	Set-Off



 


		22.1	Application of credit balances



 


Each Creditor Party may without
prior notice:


 


		(a)	apply any balance (whether or not then due) which at any time stands to the credit of any account
in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due
from the Borrower to that Creditor Party under any of the Finance Documents; and



 


		(b)	for that purpose:



 


		(i)	break, or alter the maturity of, all or any part of a deposit of the Borrower;



 


		(ii)	convert or translate all or any part of a deposit or other credit balance into Dollars;



 




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		(iii)	enter into any other transaction or make any entry with regard to the credit balance which the
Creditor Party concerned considers appropriate.



 


		22.2	Existing rights unaffected



 


No Creditor Party shall be obliged
to exercise any of its rights under Clause 22.1 (Application of credit balances); and those rights shall be without prejudice
and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party
is entitled (whether under the general law or any document).


 


		22.3	Sums deemed due to a Lender



 


For the purposes of this Clause
22 (Set-Off), a sum payable by the Borrower to the Agent for distribution to, or for the account of, a Lender shall be treated
as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the account of, the Lenders
shall be treated as a sum due to such Lender.


 


		22.4	No Security Interest



 


This Clause 22 (Set-Off)
gives the Creditor Parties a contractual right of set-off only, and does not create any equitable charge or other Security Interest
over any credit balance of the Borrower.


 


		23	Bail-In



 


Notwithstanding any other term
of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party
acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance 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



 


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



 


		24	Changes to the Lenders



 


		24.1	Transfer by a Lender



 


Subject to Clause 24.5 (No
transfer without Transfer Certificate), Clause 24.17 (Assignment or transfer to SACE) and Clause 24.14 (Change of
Facility Office), a Lender (the “Transferor Lender”)
may at any time provided they have obtained the prior written consent of the Italian Authorities cause:


 


		(a)	its rights in respect of all or part of its Contribution; or



 


		(b)	its obligations in respect of all or part of its Commitment; or



 


		(c)	a combination of (a) and (b),



 




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to be (in the case of its rights)
transferred to, or (in the case of its obligations) assumed by, in whole or in part any of its Affiliates or another bank or financial
institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing
or investing in loans, securities or other financial assets (a “Transferee
Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 (Form of Transfer
Certificate) with any modifications approved or required by the Agent (a “Transfer
Certificate”) executed by the Transferor Lender and the Transferee Lender.


 


However any rights and obligations
of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with
the provisions of Clauses 26 (Role of the Agent and the Joint Mandated Lead Arrangers) and 27 (The Security Trustee)
respectively.


 


		24.2	Conditions of assignment or transfer



 


		(a)	The consent of the Borrower is required at all times (subject to the provisions of Clauses 24.5
(No transfer without Transfer Certificate) and 24.17 (Assignment or transfer to SACE) for an assignment or transfer
by an Existing Lender, unless (i) there is an Event of Default or (ii) the assignment or transfer is to another Lender or an Affiliate
of a Lender.



 


		(b)	The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed.
The Borrower will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless
consent is expressly refused by that Borrower within that time.



 


		(c)	The assignment or transfer must be with respect to a minimum Commitment of [*] Dollars ($[*]) or,
if less, the Existing Lender’s full Commitment.



 


		24.3	Transfer Certificate, delivery and notification



 


As soon as reasonably practicable
after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate
may be defective):


 


		(a)	sign the Transfer Certificate on behalf of itself, the Borrower, any other Obligors, the Security
Trustee and each of the other Lenders;



 


		(b)	on behalf of the Transferee Lender, send to the Borrower and each Obligor letters or faxes notifying
them of the Transfer Certificate and attaching a copy of it; and



 


		(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above,



 


but the Agent shall only be obliged
to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied it has
complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in
relation to the transfer to that Transferee Lender.


 


		24.4	Effective Date of Transfer Certificate



 


A Transfer Certificate becomes
effective on the date, if any, specified in the Transfer Certificate as its effective date, provided that it is signed by the Agent
under Clause 24.3 (Transfer Certificate, delivery and notification) on or before that date.


 


		24.5	No transfer without Transfer Certificate



 


Except as provided in Clause
24.16 (Security over Lenders’ rights), no assignment or transfer of any right or obligation of a Lender under any Finance
Document is binding on, or effective in relation to, the Borrower, any Obligor, the Agent or the Security Trustee unless it is
effected, evidenced or perfected by a Transfer Certificate.


 




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		24.6	Lender re-organisation; waiver of Transfer Certificate



 


However, if a Lender enters into
any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the “successor”),
the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution
and delivery of a Transfer Certificate; and, upon service of the Agent’s notice, the successor shall become a Lender with the same
Commitment and Contribution as were held by the predecessor Lender.


 


		24.7	Effect of Transfer Certificate



 


A Transfer Certificate takes
effect in accordance with English law as follows:


 


		(a)	to the extent specified in the Transfer Certificate, all rights and interests (present, future
or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender
absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Obligor
had against the Transferor Lender;



 


		(b)	the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate;



 


		(c)	the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor
Lender and a Commitment of an amount specified in the Transfer Certificate;



 


		(d)	the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable
to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification
of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than
those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;



 


		(e)	any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective
date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming
that any defects in the transferor’s title and any rights or equities of the Borrower or any Obligor against the Transferor Lender
had not existed;



 


		(f)	the Transferee Lender becomes entitled to all the rights under the Finance Documents which are
applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause
6.6 (Market disruption) and Clause 9 (Fees), and to the extent that the Transferee Lender becomes entitled to such
rights, the Transferor Lender ceases to be entitled to them; and



 


		(g)	in respect of any breach of a warranty, undertaking, condition or other provision of a Finance
Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to
recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether
the original Lender would have incurred a loss of that kind or amount.



 


The rights and equities of the
Borrower or any Obligor referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.





 




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		24.8	Maintenance of register of Lenders





 


During the Security Period the
Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including
the Facility Office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with
Clause 24.4 (Effective Date of Transfer Certificate)) of the Transfer Certificate; and the Agent shall make the register
available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving
at least 3 Business Days’ prior notice.


 


		24.9	Reliance on register of Lenders



 


The entries on that register
shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments
and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to
the Finance Documents for all purposes relating to the Finance Documents.


 


		24.10	Authorisation of Agent to sign Transfer Certificates



 


The Borrower, the Security Trustee
and each Lender irrevocably authorise the Agent to sign Transfer Certificates on its behalf.


 


		24.11	Fees and Costs



 


In respect of any Transfer Certificate:


 


		(a)	the Agent shall be entitled to recover a registration fee of five thousand Euros (€5,000)
from the Transferor Lender or (at the Agent’s option) the Transferee Lender;



 


		(b)	the Transferee Lender shall pay to the Agent, upon demand, all reasonable costs and expenses, duties
and fees, including but without limitation legal costs and out of pocket expenses, incurred by the Agent or the Lenders in connection
with any necessary amendment to or supplementing of the Transaction Documents or any of them or the SACE Insurance Policy as a
consequence of the assignment or transfer; and



 


		(c)	the Transferee Lender shall pay to the Agent, upon demand, such amount as is payable to the Italian
Authorities to cover its costs of giving its approval under Clause 24.1 (Transfer by a Lender).



 


		24.12	Sub-participation; subrogation assignment



 


A Lender may sub-participate
all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any
notice to, the Borrower, any Obligor, the Agent or the Security Trustee but with the prior written consent of SACE.


 


		24.13	Disclosure of information



 


A Lender may disclose to a potential
Transferee Lender or sub participant any information which the Lender has received in relation to the Borrower, any Obligor or
their affairs under or in connection with any Finance Document, unless the information is clearly of a confidential nature.


 


		24.14	Change of Facility Office



 


Subject to the prior written
consent of SACE, a Lender may change its Facility Office by giving notice to the Agent and the change shall become effective on
the later of:


 


		(a)	the date on which the Agent receives the notice; and



 




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		(b)	the date, if any, specified in the notice as the date on which the change will come into effect,
provided that if (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its
Facility Office, and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor
would be obliged to make a payment or an increased payment to the new Lender or Lender acting through its new Facility Office under
Clause 10 (Taxes, Increased Costs, Costs and Related Charges), then the new Lender or Lender acting through its new Facility
Office is only entitled to receive payment under that Clause to the same extent as the existing Lender or Lender acting through
its previous Facility Office would have been if the assignment, transfer or change had not occurred.



 


		24.15	Notification



 


On receiving such a notice, the
Agent shall notify the Borrower and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to
assume that a Lender is acting through the Facility Office of which the Agent last had notice.


 


		24.16	Security over Lenders’ rights



 


In addition to the other rights
provided to Lenders under this Clause 24 (Changes to the Lenders) each Lender may without consulting with or obtaining consent
from the Borrower or any Obligor but subject to the prior written consent of SACE, at any time charge, assign or otherwise create
a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document
to secure obligations of that Lender (i) to the benefit of any Affiliate and/or (ii) within the framework of its, or its Affiliates,
direct or indirect funding operations including, without limitation:


 


		(a)	any charge, assignment or other Security Interest to secure obligations to a federal reserve, central
bank or a multilateral development bank (including the European Investment Bank and the European Investment Fund); and



 


		(b)	in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted
to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security
for those obligations or securities;



 


except that no such charge, assignment
or Security Interest shall:


 


		(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or



 


		(ii)	alter the obligations of the Obligor or require any payments to be made by the Borrower or any
Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under
the Finance Documents.



 


		24.17	Assignment or transfer to SACE



 


		(a)	Notwithstanding the above provisions of this Clause 24 (Changes to the Lenders) each Lender
and the Agent shall, if so instructed by SACE in accordance with the provisions of the SACE Insurance Policy and without any requirement
for the consent of any Obligor, assign its rights or (as the case may be) transfer its rights and obligations to SACE (but for
the avoidance of doubt, SACE will not assume any of the Lenders’ obligations pursuant to Clauses 10 (Taxes, Increased Costs,
Costs and Related Charges) or 33 (Confidentiality) of this Agreement), which assignment or transfer shall take effect
upon the date stated in the relevant documentation subject to SACE being satisfied that it has complied with all necessary “know
your customer” requirements in relation to such assignment or transfer;



 




    	 	92	 



     


    

 


		(b)	The Agent shall promptly notify the Obligors of any such assignment or transfer to SACE and, following
an Event of Default, the Obligors shall pay to the Agent, upon demand, all reasonable costs and expenses, duties and fees, including
but without limitation legal costs and out of pocket expenses, incurred by SACE, the Agent or the Lenders in connection with any
such assignment or transfer.



 


		24.18	No prejudice to SACE rights



 


Nothing in the Finance Documents
shall prejudice or otherwise limit:


 


		(a)	the rights of any Lender to assign its rights or transfer its rights and obligations, under, or
in connection with, any Finance Document to SACE or as directed by SACE; and



 


		(b)	the right of SACE to be subrogated to any Lender’s rights under, or in connection with, any Finance
Document.



 


		24.19	SACE’s power to direct



 


The Creditor Parties agree and
the Obligors acknowledge that SACE has the right to direct the decision-making of the Agent and/or the Security Trustee, including
(without limitation) following an Event of Default.


 


		24.20	Definition of Affiliate



 


For the purposes of this Clause
24 (Changes to the Lenders), the definition of “Affiliate” in respect of Crédit Agricole Corporate and
Investment Bank shall, for the avoidance of doubt, include any other member of Crédit Agricole Group, and in particular:


 


		(a)	Crédit Agricole S.A.;



 


		(b)	Caisses Régionales de Crédit Agricole;



 


		(c)	Crédit Agricole Assurances;



 


		(d)	LCL SA; and/or



 


		(e)	any company or legal entity in which one or more of the companies or entities referred to in paragraphs
(a) to (d) above, together or separately, owns a direct majority interest.



 


		25	Changes to the Obligors



 


		25.1	No change without consent



 


No Obligor may assign any of
its rights or transfer any of its rights or obligations under the Finance Documents.


 


		26	Role of the Agent and the Joint Mandated Lead Arrangers



 


		26.1	Appointment of the Agent



 


		(a)	Each other Secured Party appoints the Agent to act as its agent under and in connection with this
Agreement and the other Finance Documents, the SACE Insurance Policy and the Interest Make Up Agreement.



 


		(b)	Each other Secured Party authorises the Agent to exercise the rights, powers, authorities and discretions
specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers,
authorities and discretions.



 




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		26.2	Duties of the Agent



 


		(a)	The Agent shall promptly forward to a Party the original or a copy of any document which is delivered
to the Agent for that Party by any other Party.



 


		(b)	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review
or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(c)	If the Agent receives notice from a Party referring to this Agreement, describing an Event of Default
and stating that the circumstance described is an Event of Default, it shall promptly notify the other Secured Parties.



 


		(d)	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee
payable to a Secured Party (other than the Agent or a Joint Mandated Lead Arranger) under this Agreement it shall promptly notify
the other Secured Parties.



 


		(e)	The Agent’s duties under the Finance Documents are solely administrative in nature.



 


		26.3	Role of Joint Mandated Lead Arrangers



 


None of the Joint Mandated Lead
Arrangers has any obligations of any kind to any other Party under or in connection with any Transaction Document, the Interest
Make-Up Agreement or the SACE Insurance Policy.


 


		26.4	No fiduciary duties



 


		(a)	Nothing in this Agreement constitutes the Agent or any of the Joint Mandated Lead Arrangers as
a trustee or fiduciary of any other person.



 


		(b)	Neither the Agent nor any of the Joint Mandated Lead Arrangers shall be bound to account to any
Lender for any sum or the profit element of any sum received by it for its own account.



 


		26.5	Business with the Guarantor



 


The Agent and each of the Joint
Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with
any Affiliate or Subsidiary of the Guarantor.


 


		26.6	Rights and discretions of the Agent



 


		(a)	The Agent may rely on:



 


		(i)	any representation, notice or document believed by it to be genuine, correct and appropriately
authorised; and



 


		(ii)	any statement made by a director, authorised signatory or employee of any person regarding any
matters which may reasonably be assumed to be within his knowledge or within his power to verify.



 


		(b)	The Agent may assume (unless it has received notice to the contrary in its capacity as agent for
the Lenders) that:



 


		(i)	no Event of Default has occurred (unless it has actual knowledge of an Event of Default); and



 




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		(ii)	any right, power, authority or discretion vested in any Party or the Lenders has not been exercised.



 


		(c)	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors
or other experts.



 


		(d)	The Agent may act in relation to the Finance Documents through its personnel and agents.



 


		(e)	The Agent may disclose to any other Party any information it reasonably believes it has received
as the Agent under this Agreement.



 


		(f)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent
nor any of the Joint Mandated Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion
constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.



 


		26.7	Lenders’ and SACE’s instructions



 


		(a)	Unless a contrary indication appears in a Finance Document, the Agent shall:



 


		(i)	exercise any right, power, authority or discretion vested in it as Agent in accordance with any
instructions given to it by the Majority Lenders and SACE (or, if so instructed by the Majority Lenders and SACE, refrain from
exercising any right, power, authority or discretion vested in it as the Agent); and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance
with an instruction of the Majority Lenders and SACE.



 


		(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority
Lenders and SACE will be binding on all the Secured Parties.



 


		(c)	The Agent may refrain from acting in accordance with the instructions of the Majority Lenders and
SACE until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which
it may incur in complying with the instructions.



 


		(d)	In the absence of instructions from the Majority Lenders and SACE the Agent may act (or refrain
from taking action) as it considers to be in the best interest of the Secured Parties.



 


		(e)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s
consent) in any legal or arbitration proceedings relating to any Finance Document.



 


		(f)	Notwithstanding anything to the contrary, the Lenders agree that if the Agent (acting in its sole
discretion) is of the opinion that or if any Lender notifies the Agent that it is of the opinion that, the prior approval of the
Italian Authorities should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of any power, authority
or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental
rights, powers, authorities or discretions, then the Agent shall seek such approval of the Italian Authorities prior to such exercise
or non-exercise.



 


		26.8	Responsibility for documentation



 


The Agent is not responsible
for:


 


		(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied
by the Agent, a Joint Mandated Lead Arranger, an Obligor or any other person given in or in connection with any Transaction Document,
the SACE Insurance Policy or the Interest Make-Up Agreement; nor for



 




    	 	95	 



     


    

  


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document the
SACE Insurance Policy or the Interest Make-Up Agreement or any other agreement, arrangement or document entered into, made or executed
in anticipation of or in connection with any Transaction Document, the SACE Insurance Policy or the Interest Make-Up Agreement.



 


		26.9	Exclusion of liability



 


		(a)	Without limiting paragraph (b) of Clause 26.9 (Exclusion of liability), the Agent will not
be liable for any action taken by it under or in connection with any Finance Document, the SACE Insurance Policy or the Interest
Make-Up Agreement, unless directly caused by its Gross Negligence or wilful misconduct.



 


		(b)	No Party (other than the Agent) may take any proceedings against any officer, employee or agent
of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document, the SACE Insurance Policy or the Interest Make-Up Agreement and any officer,
employee or agent of the Agent may rely on this Clause subject to Clause 36.4 (Third party rights) and the provisions of
the Third Parties Rights Act.



 


		(c)	The Agent will not be liable for any delay (or any related consequences) in crediting an account
with an amount required under the Finance Documents, the SACE Insurance Policy or the Interest Make-Up Agreement to be paid by
the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating
procedures of any recognised clearing or settlement system used by the Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Agent or a Joint Mandated Lead Arranger to carry out
any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to
the Agent and the Joint Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and
that it may not rely on any statement in relation to such checks made by the Agent or a Joint Mandated Lead Arranger.



 


		26.10	Lenders’ indemnity to the Agent



 


Each Lender shall (in proportion
to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability
incurred by the Agent (otherwise than by reason of the Agent’s Gross Negligence or wilful misconduct) in acting as Agent under
the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).


 


		26.11	Resignation of the Agent



 


		(a)	The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other
Creditor Parties, the Borrower and SACE and with the consent of SACE.



 


		(b)	Alternatively the Agent may resign by giving notice to the other Secured Parties and the Borrower,
in which case the Lenders (after consultation with the Borrower and the prior consent of SACE) may appoint a successor Agent.



 


		(c)	If the Lenders have not appointed a successor Agent in accordance with paragraph (b) of Clause
26.11 (Resignation of the Agent) within thirty (30) days after notice of resignation was given, the Agent (after consultation
with the Borrower and SACE) may appoint a successor Agent.



 




    	 	96	 



     


    

  


		(d)	The retiring Agent shall, at its own cost, make available to the successor Agent such documents
and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions
as Agent under the Finance Documents.



 


		(e)	The Agent’s resignation notice shall only take effect upon the appointment of a successor.



 


		(f)	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation
in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26 (Role of the Agent and the Joint
Mandated Lead Arrangers). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves
as they would have had if such successor had been an original Party.



 


		(g)	After consultation with the Italian Authorities, the Majority Lenders may, subject to the prior
consent of the Italian Authorities, by notice to the Agent, require it to resign in accordance with paragraph (b) of Clause 26.11
(Resignation of the Agent). In this event, the Agent shall resign in accordance with paragraph (b) of Clause 26.11 (Resignation
of the Agent) but the cost referred to in paragraph (d) above shall be for the account of the Borrower.



 


		(h)	The appointment of a successor Agent pursuant to this Clause 26.11 (Resignation of the Agent)
shall be subject to compliance with all necessary “know your customer” requirements of the Lenders.



 


		26.12	Confidentiality



 


		(a)	In acting as agent for the Secured Parties, the Agent shall be regarded as acting through its agency
division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by another division or department of the Agent, it may be treated as
confidential to that division or department and the Agent shall not be deemed to have notice of it.



 


		26.13	Relationship with the Lenders



 


The Agent may treat each Lender
as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than
five (5) Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


 


		26.14	Credit appraisal by the Lenders



 


Without affecting the responsibility
of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to
the Agent and each of the Joint Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including
but not limited to:


 


		(a)	the financial condition, status and nature of the Guarantor and each Subsidiary of the Guarantor;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any
other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance
Document;



 


		(c)	whether that Lender has recourse, and the nature and extent of that recourse, against any Party
or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Finance Document;



 




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		(d)	the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party
or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents
or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with
any Finance Document; and



 


		(e)	the right or title of any person in or to or the value or sufficiency of any part of the Charged
Property, the priority of any Security Interests or the existence of any Security Interest affecting the Charged Property.



 


		26.15	Deduction from amounts payable by the Agent



 


If any Party owes an amount to
the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount
deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded
as having received any amount so deducted.


 


		26.16	Full freedom to enter into transactions



 


Notwithstanding any rule of law
or equity to the contrary, the Agent shall be absolutely entitled:


 


		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited
to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent
and/or security agent for, and/or participating in, other facilities to such Obligor or any person who is party to, or referred
to in, a Finance Document);



 


		(b)	to deal in and enter into and arrange transactions relating to:



 


		(i)	any securities issued or to be issued by any Obligor or any other person; or



 


		(ii)	any options or other derivatives in connection with such securities; and



 


		(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred
to in, a Finance Document,



 


and, in particular, the Agent
shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection
with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information
or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions
or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits
derived from the dealings transactions or other matters.


 


		26.17	SACE Agent, SACE Insurance Policy and Interest Make-Up Agreement



 


		(a)	Where the context permits, references to the Agent shall include the SACE Agent. The Agent and
the SACE Agent shall be the same entity throughout the Security Period.



 




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		(b)	With the prior written consent of each of the Lenders, the SACE Agent may amend or modify the SACE
Insurance Policy and the Interest Make-Up Agreement provided that such amendments are not inconsistent with the commercial terms
of this Agreement, otherwise, the SACE Agent undertakes not to amend or modify the SACE Insurance Policy or the Interest Make-Up
Agreement.



 


		26.18	Resignation of the Agent in relation to FATCA



 


The Agent shall resign in accordance
with Clause 26.11 (Resignation of the Agent) (and, to the extent applicable, shall use reasonable endeavours to appoint
a successor Agent pursuant to paragraph (c) of Clause 26.11 (Resignation of the Agent)) if on or after the date which is
three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:


 


		(a)	the Agent fails to respond to a request under Clause 10.9 (FATCA Information) and a Lender
reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application
Date;



 


		(b)	the information supplied by the Agent pursuant to Clause 10.9 (FATCA Information) indicates
that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or



 


		(c)	the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased
to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


and (in each case) a Lender reasonably
believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party,
and  that Lender, by notice to the Agent, requires it to resign.


 


		27	The Security Trustee



 


		27.1	Trust



 


		(a)	The Security Trustee declares that it shall hold the Security Property on trust for the Secured
Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 27 (The
Security Trustee) and the other provisions of the Finance Documents.



 


		(b)	Each of the parties to this Agreement agrees that the Security Trustee shall have only those duties,
obligations and responsibilities expressly specified in this Agreement or in the Finance Documents (and no others shall be implied).



 


		(c)	The Security Trustee shall not have any liability to any person in respect of its duties, obligations
and responsibilities under this Agreement or the other Finance Documents except as expressly set out in paragraph (a) of Clause
27.1 (Trust) and as excluded or limited by this Clause 27 (The Security Trustee) including in particular Clause 27.8
(Instructions to Security Trustee and exercise of discretion), Clause 27.13 (Responsibility for documentation), Clause
27.14 (Exclusion of liability), Clause 27.16 (Lenders’ indemnity to the Security Trustee), Clause 27.23 (Business
with the Group) and Clause 27.28 (Full freedom to enter into transactions).



 


		27.2	Parallel Debt (Covenant to pay the Security Trustee)



 


		(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Trustee its Parallel
Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.



 


		(b)	The Parallel Debt of an Obligor:



 


		(i)	shall become due and payable at the same time as its Corresponding Debt;



 




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		(ii)	is independent and separate from, and without prejudice to, its Corresponding Debt.



 


		(c)	For purposes of this Clause 27.2 (Parallel Debt (Covenant to pay the Security Trustee)),
the Security Trustee:



 


		(i)	is the independent and separate creditor of each Parallel Debt;



 


		(ii)	acts in its own name and not as agent, representative or trustee of the Secured Parties and its
claims in respect of each Parallel Debt shall not be held on trust; and



 


		(iii)	shall have the independent and separate right to demand payment of each Parallel Debt in its own
name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications
for and voting in any kind of insolvency proceeding).



 


		(d)	The Parallel Debt of an Obligor shall be:



 


		(i)	decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid
or discharged; and



 


		(ii)	increased to the extent that its Corresponding Debt has increased,



 


and the Corresponding Debt of
an Obligor shall be:


 


		(A)	decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or
discharged; and



 


		(B)	increased to the extent that its Parallel Debt has increased,



 


in each case provided that the
Parallel Debt of an Obligor shall never exceed its Corresponding Debt.


 


		(e)	All amounts received or recovered by the Security Trustee in connection with this Clause 27.2 (Parallel
Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with
Clause 19 (Application of sums received).



 


		(f)	This Clause 27.2 (Parallel Debt (Covenant to pay the Security Trustee)) shall apply, with
any necessary modifications, to each Finance Document.



 


		27.3	No independent power



 


The Secured Parties shall not
have any independent power to enforce, or have recourse to, any Security Interest created by any of the Finance Documents or to
exercise any rights or powers arising under the Finance Documents creating the Security Interest except through the Security Trustee.


 


		27.4	Application of receipts



 


		(a)	Except as expressly stated to the contrary in any Finance Document, any moneys which the Security
Trustee receives or recovers and which are, or are attributable to, Security Property (for the purposes of this Clause 27 (The
Security Trustee), the “Recoveries”) shall be transferred to the Agent for application in accordance with
Clause 19 (Application of sums received).



 


		(b)	Paragraph (a) above is without prejudice to the rights of the Security Trustee, any receiver:



 


		(i)	under Clause 26.10 (Lenders’ indemnity to the Agent) to be indemnified out of the Charged
Property; and



 




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		(ii)	under any Finance Document to credit any moneys received or recovered by it to any suspense account.



 


		(c)	Any transfer by the Security Trustee to the Agent in accordance with paragraph (a) above shall
be a good discharge, to the extent of that payment, by the Security Trustee.



 


		(d)	The Security Trustee is under no obligation to make the payments to the Agent under paragraph (a)
of this Clause 27.4 (Application of receipts) in the same currency as that in which the obligations and liabilities owing
to the relevant Secured Party are denominated.



 


		27.5	Deductions from receipts



 


		(a)	Before transferring any moneys to the Agent under Clause 27.4 (Application of receipts),
the Security Trustee may, in its discretion:



 


		(i)	deduct any sum then due and payable under this Agreement or any other Finance Documents to the
Security Trustee or any receiver and retain that sum for itself or, as the case may require, pay it to another person to whom it
is then due and payable;



 


		(ii)	set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings
(on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment
made by it under this Agreement; and



 


		(iii)	pay all Taxes which may be assessed against it in respect of any of the Security Property, or as
a consequence of performing its duties, or by virtue of its capacity as Security Trustee under any of the Finance Documents or
otherwise (other than in connection with its remuneration for performing its duties under this Agreement).



 


		(b)	For the purposes of paragraph (a)(i) above, if the Security Trustee has become entitled to require
a sum to be paid to it on demand, that sum shall be treated as due and payable, even if no demand has yet been served.



 


		27.6	Prospective liabilities



 


Following acceleration of any
Security Interest, the Security Trustee may, in its discretion, or at the request of the Agent, hold any recoveries in an interest
bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself)
and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) for later payment
to the Agent for application in accordance with Clause 19 (Application of sums received) in respect of:


 


		(a)	any sum to the Security Trustee, any receiver; and



 


		(b)	any part of the Secured Liabilities,



 


that the Security Trustee or,
in the case of paragraph (b) only, the Agent, reasonably considers, in each case, might become due or owing at any time in the
future.


 


		27.7	Investment of proceeds



 


Prior to the payment of the proceeds
of the recoveries to the Agent for application in accordance with Clause 19 (Application of sums received) the Security
Trustee may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in
the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall
think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security
Trustee’s discretion in accordance with the provisions of this 27.7 (Investment of proceeds).


 




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		27.8	Instructions to Security Trustee and exercise of discretion



 


		(a)	Subject to paragraph (d) below, the Security Trustee shall act in accordance with any instructions
given to it by the Agent (acting on the instructions of SACE and the Majority Lenders or all the Lenders (as appropriate)) or,
if so instructed by the Agent (acting on the instructions of SACE and the Majority Lenders or all the Lenders (as appropriate)),
refrain from exercising any right, power, authority or discretion vested in it as Security Trustee and shall be entitled to assume
that:



 


		(i)	any instructions received by it from the Agent (acting on the instructions of SACE and the Majority
Lenders or all the Lenders (as appropriate)) are duly given in accordance with the terms of the Finance Documents; and



 


		(ii)	unless it has received actual notice of revocation, that those instructions or directions have
not been revoked.



 


		(b)	The Security Trustee shall be entitled to request instructions, or clarification of any direction,
from the Agent (acting on the instructions of SACE and the Majority Lenders or all the Lenders (as appropriate)) as to whether,
and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security
Trustee may refrain from acting unless and until those instructions or clarification are received by it.



 


		(c)	Any instructions given to the Security Trustee by the Agent (acting on the instructions of SACE
and the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other Party.



 


		(d)	Paragraph (a) above shall not apply:



 


		(i)	where a contrary indication appears in this Agreement;



 


		(ii)	where this Agreement requires the Security Trustee to act in a specified manner or to take a specified
action;



 


		(iii)	in respect of any provision which protects the Security Trustee ‘s own position in its personal
capacity as opposed to its role of Security Trustee for the Secured Parties including, without limitation, the provisions set out
in Clauses 27.10 (Security Trustee’s discretions) to Clause 27.28 (Full freedom to enter into transactions); and



 


		(iv)	in respect of the exercise of the Security Trustee’s discretion to exercise a right, power or authority
under any of Clause 27.5 (Deductions from receipts) and Clause 27.6 (Prospective liabilities).



 


		27.9	Security Trustee’s Actions



 


Without prejudice to the provisions
of Clause 27.4 (Application of receipts), the Security Trustee may (but shall not be obliged to), in the absence of any
instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents as it
considers in its discretion to be appropriate.


 


		27.10	Security Trustee’s discretions



 


		(a)	The Security Trustee may:



 




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		(i)	assume (unless it has received actual notice to the contrary from the Agent) that (i) no Event
of Default has occurred and no Obligor is in breach of or default under its obligations under any of the Finance Documents and
(ii) any right, power, authority or discretion vested by any Finance Document in any person has not been exercised;



 


		(ii)	assume that any notice or request made by the Borrower (other than a Drawdown Notice) is made on
behalf of and with the consent and knowledge of all the Obligors;



 


		(iii)	if it receives any instructions or directions to take any action in relation to a Security Interest
under the Finance Documents, assume that all applicable conditions under the Finance Documents for taking that action have been
satisfied;



 


		(iv)	engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers,
surveyors or other experts (whether obtained by the Security Trustee or by any other Secured Party) whose advice or services may
at any time seem necessary, expedient or desirable;



 


		(v)	act in relation to the Finance Documents through its personnel and agents;



 


		(vi)	disclose to any other Party any information it reasonably believes it has received as Security
Trustee under this Agreement;



 


		(vii)	rely upon any communication or document believed by it to be genuine and, as to any matters of
fact which might reasonably be expected to be within the knowledge of a Secured Party or an Obligor, upon a certificate signed
by or on behalf of that person; and



 


		(viii)	refrain from acting in accordance with the instructions of any Party (including bringing any legal
action or proceeding arising out of or in connection with the Finance Documents) until it has received any indemnification and/or
security that it may in its discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities
which it may incur in so acting.



 


		(b)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee
is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or
regulation or a breach of a fiduciary duty or duty of confidentiality.



 


		27.11	Security Trustee’s obligations



 


The Security Trustee shall promptly:


 


		(a)	copy to the Agent the contents of any notice or document received by it from any Obligor under
any Finance Document;



 


		(b)	forward to a Party the original or a copy of any document which is delivered to the Security Trustee
for that Party by any other Party provided that, except where a Finance Document expressly provides otherwise, the Security Trustee
is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party; and



 


		(c)	inform the Agent of the occurrence of any Event of Default or any default by an Obligor in the
due performance of or compliance with its obligations under any Finance Document of which the Security Trustee has received notice
from any other party to this Agreement.



 


		27.12	Excluded obligations



 


Notwithstanding anything to the
contrary expressed or implied in the Finance Documents, the Security Trustee shall not:


 




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		(a)	be bound to enquire as to (i) whether or not any Event of Default has occurred or (ii) the performance,
default or any breach by an Obligor of its obligations under any of the Finance Documents;



 


		(b)	be bound to account to any other Party for any sum or the profit element of any sum received by
it for its own account;



 


		(c)	be bound to disclose to any other person (including but not limited to any Secured Party) (i) any
confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach
of any law or be a breach of fiduciary duty;



 


		(d)	have or be deemed to have any relationship of trust or agency with, any Obligor.



 


		27.13	Responsibility for documentation



 


None of the Security Trustee,
any receiver shall accept responsibility or be liable for:


 


		(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by
the Security Trustee or any other person in or in connection with any Finance Document or the transactions contemplated in the
Finance Documents, or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or
in connection with any Finance Document;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the
Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in
connection with any Finance Document or the Security Property;



 


		(c)	any losses to any person or any liability arising as a result of taking or refraining from taking
any action in relation to any of the Finance Documents, the Security Property or otherwise, whether in accordance with an instruction
from the Agent or otherwise unless directly caused by its Gross Negligence or wilful misconduct;



 


		(d)	the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or
in connection with any of the Finance Documents, the Security Property or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Property; or



 


		(e)	any shortfall which arises on the enforcement or realisation of the Security Property.



 


		27.14	Exclusion of liability



 


		(a)	Without limiting Clause 27.15 (No proceedings), none of the Security Trustee or any receiver
will be liable for any action taken by it or not taken by it under or in connection with any Finance Document or any Security Interest,
unless directly caused by its Gross Negligence or wilful misconduct.



 


		(b)	The Security Trustee will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as
reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used
by it for that purpose.



 


		(c)	Nothing in this Agreement shall oblige the Security Trustee to carry out any “know your customer”
or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Security Trustee that it is solely
responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks
made by the Security Trustee.



 




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		27.15	No proceedings



 


No Party (other than the Security
Trustee or that receiver) may take any proceedings against any officer, employee or agent of the Security Trustee or a receiver
in respect of any claim it might have against the Security Trustee or a receiver in respect of any act or omission of any kind
by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent
of the Security Trustee or a receiver may rely on this Clause subject to Clause 36.4 (Third party rights) and the provisions
of the Third Parties Rights Act.


 


		27.16	Lenders’ indemnity to the Security Trustee



 


Each Lender shall (in proportion
to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify the Security Trustee and every receiver within three Business Days of demand, against
any cost, loss or liability incurred by any of them (otherwise than by reason of the relevant Security Trustee ‘s or receiver’s
Gross Negligence or wilful misconduct) in acting as Security Trustee or receiver under the Finance Documents (unless the relevant
Security Trustee or receiver has been reimbursed by an Obligor pursuant to a Finance Document).


 


		27.17	Own responsibility



 


Without affecting the responsibility
of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Creditor Party confirms
to the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal
and investigation of all risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy and enforceability of any Finance Document, the
Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or
in connection with any Finance Document or the Security Property;



 


		(c)	whether that Creditor Party has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under or in connection with any Finance Document, the Security Property, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Finance Document or the Security Property;



 


		(d)	the adequacy, accuracy and/or completeness of any information provided by the Security Trustee
or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document
or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with
any Finance Document; and



 


		(e)	the right or title of any person in or to, or the value or sufficiency of any part of the Charged
Property, the priority of any of the Security Interests created by the Finance Documents or the existence of any Security Interest
affecting the Charged Property,



 


and each Creditor Party warrants
to the Security Trustee that it has not relied on and will not at any time rely on the Security Trustee in respect of any of these
matters.


 




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		27.18	No responsibility to perfect Security Interests



 


The Security Trustee shall not
be liable for any failure to:


 



		(a)	require the deposit with it of any deed or document certifying, representing or constituting the
title of any Obligor to any of the Charged Property;



 


		(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity,
enforceability or admissibility in evidence of any of the Finance Documents or any Security Interest;



 


		(c)	register, file or record or otherwise protect any Security Interests (or the priority of any of
Security Interest) under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the
Finance Documents or of any Security Interest;



 


		(d)	take, or to require any of the Obligors to take, any steps to perfect its title to any of the Charged
Property or to render any Security Interest effective or to secure the creation of any ancillary Security Interest under the laws
of any jurisdiction; or



 


		(e)	require any further assurances in relation to any of the Finance Documents creating the Security
Interests.



 


		27.19	Insurance by Security Trustee



 


		(a)	The Security Trustee shall not be under any obligation to insure any of the Charged Property, to
require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the
Finance Documents. The Security Trustee shall not be responsible for any loss which may be suffered by any person as a result of
the lack of or inadequacy of any such insurance.



 


		(b)	Where the Security Trustee is named on any insurance policy as an insured party, it shall not be
responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any
material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Agent shall have requested
it to do so in writing and the Security Trustee shall have failed to do so within fourteen (14) days after receipt of that request.



 


		27.20	Custodians and nominees



 


The Security Trustee may appoint
and pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security Trustee
may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created
under this Agreement and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or
proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement
or be bound to supervise the proceedings or acts of any person.


 


		27.21	Acceptance of title



 


The Security Trustee shall be
entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors may have
to any of the Charged Property and shall not be liable for or bound to require any Obligor to remedy any defect in its right or
title.


 


		27.22	Refrain from illegality



 


Notwithstanding anything to the
contrary expressed or implied in the Finance Documents, the Security Trustee may refrain from doing anything which in its opinion
will or may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security Trustee may do anything
which is, in its opinion, necessary to comply with any such law, directive or regulation.


 




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		27.23	Business with the Group



 


The Security Trustee may accept
deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.


 


		27.24	Winding up of trust



 


If the Security Trustee, with
the approval of the Agent determines that (a) all of the Secured Liabilities and all other obligations secured by the Finance Documents
creating the Security Interests have been fully and finally discharged and (b) none of the Secured Parties is under any commitment,
obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant
to the Finance Documents:


 


		(a)	the trusts set out in this Agreement shall be wound up and the Security Trustee shall release,
without recourse or warranty, all of the Security Interests and the rights of the Security Trustee under each of the Finance Documents
creating the Security Interests; and



 


		(b)	any Retiring Security Trustee shall release, without recourse or warranty, all of its rights under
each of the Finance Documents creating the Security Interests.



 


		27.25	Powers supplemental



 


The rights, powers and discretions
conferred upon the Security Trustee by this Agreement shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and
in addition to any which may be vested in the Security Trustee by general law or otherwise.


 


		27.26	Trustee division separate



 


		(a)	In acting as trustee for the Secured Parties, the Security Trustee shall be regarded as acting
through its trustee division which shall be treated as a separate entity from any of its other divisions or departments.



 


		(b)	If information is received by another division or department of the Security Trustee, it may be
treated as confidential to that division or department and the Security Trustee shall not be deemed to have notice of it nor shall
it be obliged to disclose such information to any Party.



 


		27.27	Disapplication



 


In addition to its rights under
or by virtue of this Agreement and the other Finance Documents, the Security Trustee shall have all the rights conferred on a trustee
by the Trustee Act 1925, the Trustee Delegation Act 1999, the Trustee Act 2000 and by general law or otherwise, provided that:


 


		(a)	section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation
to the trusts constituted by this Agreement and the other Finance Documents; and



 


		(b)	where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions
of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the
extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, such provisions shall constitute
a restriction or exclusion for the purposes of the Trustee Act 2000.



 


		27.28	Full freedom to enter into transactions



 


Notwithstanding any rule of law
or equity to the contrary, the Security Trustee shall be absolutely entitled:


 




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		(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind
with or affecting any Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited
to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent
and/or security trustee for, and/or participating in, other facilities to such Obligor or any person who is party to, or referred
to in, a Finance Document);



 


		(b)	to deal in and enter into and arrange transactions relating to:



 


		(i)	any securities issued or to be issued by any Obligor or any other person; or



 


		(ii)	any options or other derivatives in connection with such securities; and



 


		(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred
to in, a Finance Document,



 


and, in particular, each Servicing
Party shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and
in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation)
any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such
dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit
all profits and benefits derived from the dealings transactions or other matters.


 


		27.29	Resignation of the Security Trustee



 


		(a)	The Security Trustee may resign and appoint one of its affiliates as successor by giving notice
to the Borrower and each Secured Party.



 


		(b)	Alternatively the Security Trustee may resign by giving notice to the other Parties in which case
the Majority Lenders (with the prior consent of SACE) may appoint a successor Security Trustee.



 


		(c)	If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph
(b) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Agent and
SACE) may appoint a successor Security Trustee.



 


		(d)	The retiring Security Trustee (the “Retiring
Security Trustee”) shall, at its own cost, make available to the successor Security Trustee such documents and
records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its
functions as Security Trustee under the Finance Documents.



 


		(e)	The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a
successor and (ii) the transfer, by way of a document expressed as a deed, of all of the Security Property to that successor.



 


		(f)	Upon the appointment of a successor, the Retiring Security Trustee shall be discharged, by way
of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under
paragraph (b) of Clause 27.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission
by it whilst it was the Security Trustee, remain entitled to the benefit of Clause 27 (The Security Trustee), Clause 27.5
(Deductions from receipts), Clause 27.16 (Lenders’ indemnity to the Security Trustee) and any other provisions of
a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee. Its successor and each
of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had
been an original Party.



 




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		(g)	The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance
with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost
referred to in paragraph (d) above shall be for the account of the Borrower.



 


		(h)	The consent of the Borrower (or any other Obligor) is not required for an assignment or transfer
of rights and/or obligations by the Security Trustee.



 


		(i)	The appointment of a successor Security Trustee pursuant to this Clause 27.29 (Resignation of
the Security Trustee) shall be subject to compliance with all necessary “know your customer” requirements of the
Lenders.



 


		27.30	Delegation



 


		(a)	Each of the Security Trustee or any receiver may, at any time, delegate by power of attorney or
otherwise to any person for any period, all or any of the rights, powers and discretions vested in it by any of the Finance Documents.



 


		(b)	That delegation may be made upon any terms and conditions and subject to any restrictions that
the Security Trustee or that receiver (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties
and it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default
on the part of any such delegate.



 


		27.31	Additional Security Trustee



 


		(a)	The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate
trustee or as a co-trustee jointly with it:



 


		(i)	if it considers that appointment to be in the interests of the Secured Parties; or



 


		(ii)	for the purposes of conforming to any legal requirements, restrictions or conditions which the
Security Trustee deems to be relevant; or



 


		(iii)	for obtaining or enforcing any judgment in any jurisdiction,



 


and the Security Trustee shall
give prior notice to the Borrower and the Agent of that appointment.


 


		(b)	Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred
on the Security Trustee by this Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment.



 


		(c)	The remuneration that the Security Trustee may pay to that person, and any costs and expenses (together
with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes
of this Agreement, be treated as costs and expenses incurred by the Security Trustee.



 


		28	Conduct of business by the Creditor Parties



 


		28.1	No provision of this Agreement will:



 


		(a)	interfere with the right of any Creditor Party to arrange its affairs (Tax or otherwise) in whatever
manner it thinks fit;



 


		(b)	oblige any Creditor Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



 




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		(c)	oblige any Creditor Party to disclose any information relating to its affairs (Tax or otherwise)
or any computations in respect of Tax.



 


		29	Sharing among the Creditor Parties



 


		29.1	Payments to Creditor Parties



 


If a Creditor Party (a “Recovering
Creditor Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 29 (Sharing
among the Creditor Parties) and applies that amount to a payment due under the Finance Documents then:


 


		(a)	the Recovering Creditor Party shall, within three (3) Business Days, notify details of the receipt
or recovery to the Agent;



 


		(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering
Creditor Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance
with Clause 19 (Application of sums received) and Clause 30 (Payment Mechanics), without taking account of any Tax
which would be imposed on the Agent in relation to the receipt, recovery or distribution; and



 


		(c)	the Recovering Creditor Party shall, within three (3) Business Days of demand by the Agent, pay
to the Agent an amount (the “Sharing Payment”)
equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Creditor Party as
its share of any payment to be made, in accordance with Clause 19 (Application of sums received) and Clause 30 (Payment
Mechanics).



 


		29.2	Redistribution of payments



 


The Agent shall treat the Sharing
Payment as if it had been paid by the relevant Obligor and distribute it between the Creditor Parties (other than the Recovering
Creditor Party) in accordance with Clause 19 (Application of sums received) and Clause 30 (Payment Mechanics).


 


		29.3	Recovering Creditor Party’s rights



 


		(a)	On a distribution by the Agent under Clause 29.2 (Redistribution of payments), the Recovering
Creditor Party will, if possible under the relevant applicable laws, be subrogated to the rights of the Creditor Parties which
have shared in the redistribution.



 


		(b)	If and to the extent that the Recovering Creditor Party is not able to rely on its rights under
paragraph (a) of Clause 29.3 (Recovering Creditor Party’s rights), the relevant Obligor shall be liable to the Recovering
Creditor Party for a debt equal to the Sharing Payment which is immediately due and payable.



 


		29.4	Reversal of redistribution



 


If any part of the Sharing Payment
received or recovered by a Recovering Creditor Party becomes repayable and is repaid by that Recovering Creditor Party, then:


 


		(a)	each Lender which has received a share of the relevant Sharing Payment pursuant to Clause 29.2
(Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Creditor
Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Creditor Party for its proportion of any interest on the Sharing Payment which that Recovering Creditor Party is
required to pay); and



 




    	 	110	 



     


    

  


		(b)	that Recovering Creditor Party’s rights of subrogation in respect of any reimbursement shall be
cancelled and the relevant Obligor will be liable to the reimbursing Creditor Party for the amount so reimbursed.



 


		29.5	Exceptions



 


		(a)	This Clause 29 (Sharing among the Creditor Parties) shall not apply to the extent that the
Recovering Creditor Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against
the relevant Obligor.



 


		(b)	A Recovering Creditor Party is not obliged to share with any other Creditor Party any amount which
the Recovering Creditor Party has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified that other Creditor Party of the legal or arbitration proceedings; and



 


		(ii)	that other Creditor Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 


		(c)	Following full indemnification by SACE of the SACE Agent (on behalf of the Lenders) under the SACE
Insurance Policy, the provisions relating to the sharing of proceeds among the Creditor Parties in this Clause 29 (Sharing among
the Creditor Parties) shall not apply to any payment made to SACE by a Lender or the Borrower following a payment by SACE to
any Lender under the SACE Insurance Policy.



 


		30	Payment Mechanics



 


		30.1	Payments to the Agent



 


		(a)	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document,
that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document)
for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of
transactions in the relevant currency in the place of payment.



 


		(b)	Payment shall be made to such account in the principal financial centre of the country of that
currency (or, in relation to Euro, in a principal financial centre in a Participating Member State or London) with such bank as
the Agent specifies.



 


		(c)	Payment shall be made before 11.00 a.m. New York time or 11.00 a.m. Paris time (in the case of
a payment in Euro).



 


		(d)	For each payment by the Borrower, it shall notify the Agent on the third Business Day prior to
the due date for payment that it will issue to its bank (which shall be named in such notification) to make the payment.



 


		30.2	Distributions by the Agent



 


Each payment received by the
Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to an Obligor), Clause
30.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment
in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party
may notify to the Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country
of that currency (or, in relation to Euro, in the principal financial centre of a Participating Member State or London).


 




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		30.3	Distributions to an Obligor



 


The Agent may in accordance with
Clause 22 (Set-Off) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency
and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.


 


		30.4	Clawback



 


		(a)	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent
is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been
able to establish to its satisfaction that it has actually received that sum.



 


		(b)	If the Agent pays an amount to another Party and it proves to be the case that the Agent had not
actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by
the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date
of receipt by the Agent, calculated by the Agent to reflect its cost of funds.



 


		30.5	No set-off by Obligors



 


All payments to be made by an
Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or
counterclaim.


 


		30.6	Business Days



 


		(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next
Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).



 


		(b)	During any extension of the due date for payment of any principal or unpaid sum under this Agreement
interest is payable on the principal or unpaid sum at the rate payable on the original due date.



 


		30.7	Currency of account



 


		(a)	Subject to paragraphs (b) and (c) of Clause 30.7 (Currency of account) Dollars is the currency
of account and payment for any sum from an Obligor under any Finance Document.



 


		(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or taxes are incurred.



 


		(c)	Any amount expressed to be payable in a currency other than Dollars shall be paid in that other
currency.



 


		30.8	Change of currency



 


		(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same
time recognised by the central bank of any country as the lawful currency of that country, then:



 


		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents
in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated
by the Agent (after consultation with the Lenders and the Borrower); and



 




    	 	112	 



     


    

  


		(ii)	any translation from one currency or currency unit to another shall be at the official rate of
exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down
by the Agent (acting reasonably).



 


		(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting
reasonably and after consultation with the Lenders and the Borrower) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.



 


		30.9	Distributions under the Interest Make-Up Agreement



 


Each payment received by the
Agent under the Interest Make-Up Agreement for a Lender shall be made available by the Agent as soon as practicable after receipt
to the Lender entitled to receive such payment in accordance with this Agreement (for the account of its Facility Office), to such
account as that Lender may notify to the Agent by not less than five (5) Business Days’ notice with a bank in the principal financial
centre of the country of that currency (or, in relation to Euro, in the principal financial centre of a Participating Member State
or London).


 


		31	Variations and Waivers



 


		31.1	Variations, waivers etc. by Majority Lenders



 


Subject to Clause 31.2 (Variations,
waivers etc. requiring agreement of all Lenders), a document shall be effective to vary, waive, amend, suspend or limit any
provision of a Finance Document, or any Creditor Party’s rights or remedies under such a provision or the general law, only if
the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by the
Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which an Obligor is party,
by an Obligor (provided that no amendment or variation may be made to this Agreement or any other Finance Document without the
consent of the Italian Authorities); provided, further, that no amendment or variation may be made before the date falling ten
Business Days after the terms of that amendment or variation have been notified by the Agent to the Lenders. The Agent shall notify
the Lenders reasonably promptly of any amendments or variations proposed by the Borrower.


 


		31.2	Variations, waivers etc. requiring agreement of all Lenders



 


However, as regards the following,
Clause 31.1 (Variations, waivers etc. by Majority Lenders) applies as if the words “by the Agent on behalf of the Majority
Lenders” were replaced by the words “by or on behalf of every Lender”:


 


		(a)	a reduction in the Margin;



 


		(b)	a postponement to the date for, or a reduction in the amount of, any payment of principal, interest,
fees, commission or other sum payable under this Agreement;



 


		(c)	an increase in or extension of any Lender’s Commitment or any requirement that a cancellation of
Commitments reduces the Commitments rateably under the Loan;



 


		(d)	a change to the definition of “Majority Lenders”;



 


		(e)	a change to Clause 2 (Facility), Clause 6 (Interest), Clause 24 (Changes to the
Lenders) or this Clause 31 (Variations and Waivers);



 


		(f)	any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination
arrangement set out in a Finance Document; and



 




    	 	113	 



     


    

  


		(g)	any other change or matter as regards which this Agreement or another Finance Document expressly
provides that each Lender’s consent is required.



 


		31.3	Exclusion of other or implied variations



 


Except for a document which satisfies
the requirements of Clauses 31.1 (Variations, waivers etc. by Majority Lenders) and 31.2 (Variations, waivers etc. requiring
agreement of all Lenders), no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on
the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties
or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being
precluded (permanently or temporarily) from enforcing, relying on or exercising:


 


		(a)	a provision of this Agreement or another Finance Document; or



 


		(b)	an Event of Default; or



 


		(c)	a breach by the Borrower or an Obligor of an obligation under a Finance Document or the general
law; or



 


		(d)	any right or remedy conferred by any Finance Document or by the general law,



 


and there shall not be implied
into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised,
within a certain or reasonable time.


 


		32	Notices



 


		32.1	General



 


Unless otherwise specifically
provided, any notice under or in connection with any Finance Document shall be given by letter or fax; and references in the Finance
Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.


 


		32.2	Addresses for communications



 


A notice shall be sent:


 


	(a)	to the Borrower:	7665 Corporate Center Drive
	 	 	Miami FL33126, USA
	 	 	Fax No: (00) 1 305 436 4140
	 	 	 
	(b)	to a Lender:	At the address below its name in 
	 	 	Schedule 1 (Lenders and Commitments) or (as the case may require) in the relevant Transfer Certificate.
	 	 	 
	 	to the Agent or the SACE Agent:	12, place des Etats-Unis
	 		CS 70052
	 	 	92547 Montrouge cedex
	 	 	Paris
	 	 	 
	 	 	Fax No. (33) 1 41 89 19 34
	 	 	Attn: Shipping Middle Office – Ms Clémentine Costil and Romy Roussel


 


or to such other address as the
relevant party may notify the Agent or, if the relevant party is the Agent, the Borrower and the Lenders.


 




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		32.3	Effective date of notices



 


Subject to Clauses 32.4 (Service
outside business hours) and 32.5 (Electronic communication):


 


		(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect,
at the time when it is delivered;



 


		(b)	a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after
its transmission is completed.



 


		32.4	Service outside business hours



 


However, if under Clause 32.3
(Effective date of notices) a notice would be deemed to be served:


 


		(a)	on a day which is not a business day in the place of receipt; or



 


		(b)	on such a business day, but after 6 p.m. local time;



 


the notice shall (subject to
Clause 32.5 (Electronic communication) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is
such a business day.


 


		32.5	Electronic communication



 


		(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents
may be made by electronic mail or other electronic means, to the extent that those two Parties agree that, unless and until notified
to the contrary, this is to be an accepted form of communication and if those two Parties:



 


		(i)	notify each other in writing of their electronic mail address and/or any other information required
to enable the sending and receipt of information by that means; and



 


		(ii)	notify each other of any change to their address or any other such information supplied by them
by not less than five Business Days’ notice.



 


		(b)	Any electronic communication made between those two Parties will be effective only when actually
received in readable form and in the case of any electronic communication made by a Party to the Agent only if it is addressed
in such a manner as the Agent shall specify for this purpose.



 


		(c)	Any electronic communication which becomes effective, in accordance with paragraph (b) above, after
5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		32.6	Illegible notices



 


Clauses 32.3 (Effective date
of notices) and 32.4 (Service outside business hours) do not apply if the recipient of a notice notifies the sender
within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a
form which is illegible in a material respect.


 


		32.7	Valid notices



 


A notice under or in connection
with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements
of this Agreement or, where appropriate, any other Finance Document under which it is served if:


 




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		(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance
Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or



 


		(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the
party on which the notice was served what the correct or missing particulars should have been.



 


		32.8	English language



 


Any notice under or in connection
with a Finance Document shall be in English.


 


		32.9	Meaning of “notice”



 


In this Clause 32 (Notices),
“notice” includes any demand, consent, authorisation,
approval, instruction, waiver or other communication.


 


		33	Confidentiality



 


		33.1	Confidential Information



 


Each Creditor Party agrees to
keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 33.2 (Disclosure
of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree
of care that would apply to its own confidential information.


 


		33.2	Disclosure of Confidential Information



 


Any Creditor Party may disclose:


 


		(a)	to the Italian Authorities, to any of its Affiliates and any of its or their officers, directors,
employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Creditor Party shall
consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed
in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information
except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain
the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential
Information;



 


		(b)	to any person:



 


		(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any
of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Representatives and
professional advisers;



 


		(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,
any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference
to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and professional
advisers;



 


		(iii)	appointed by any Creditor Party or by a person to whom paragraph (b)(i) or (ii) above applies to
receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;



 




    	 	116	 



     


    

  


		(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly
or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;



 


		(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction
or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange
or pursuant to any applicable law or regulation;



 


		(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitrations, administrative or other investigations, proceedings or disputes;



 


		(vii)	who is a Party, a member of the Group or any related entity of an Obligor;



 


		(viii)	as a result of the registration of any Finance Document as contemplated by any Finance Document
or any legal opinion obtained in connection with any Finance Document; or



 


		(ix)	with the consent of the Guarantor; or



 


		(x)	any employee, officer, director or Representative of any Italian Authorities to whom information
is required to be disclosed in the course of such person’s employment or duties;



 


		(xi)	to whom or for whose benefit that Creditor Party charges, assigns or otherwise creates a Security
Interest (or may do so) pursuant to Clause 24.16 (Security over Lenders’ rights).



 


in each case, such Confidential
Information as that Creditor Party shall consider appropriate if:


 


		(A)	in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential
Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality
Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality
of the Confidential Information;



 


		(B)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be
given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the
Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive
information;



 


		(C)	in relation to paragraphs (b)(v), (b)(vi) and (b)(xi) above, the person to whom the Confidential
Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be
price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Creditor Party, it
is not practicable so to do in the circumstances;



 


		(c)	to any person appointed by that Creditor Party or by a person to whom paragraph (b)(i) or (b)(ii)
above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without
limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as
may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c)
if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially
in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other
form of confidentiality undertaking agreed between the Borrower and the relevant Creditor Party;



 




    	 	117	 



     


    

  


		(d)	to any rating agency (including its professional advisers) such Confidential Information as may
be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents
and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature
and that some or all of such Confidential Information may be price-sensitive information.



 


		33.3	Entire agreement



 


This Clause 33 (Confidentiality)
constitutes the entire agreement between the Parties in relation to the obligations of the Creditor Parties under the Finance Documents
regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


		33.4	Disclosure to information services



 


		(a)	Any Finance Party may disclose to any national or international information service company such
as Dealogic, TF, GTR, TXF, IFR and any other similar information service company appointed by that Finance Party, the following
information:



 


		(i)	names of Parties;



 


		(ii)	country of domicile of Obligors;



 


		(iii)	place of incorporation of Obligors;



 


		(iv)	date of this Agreement;



 


		(v)	Clause 37 (Governing Law);



 


		(vi)	the name of the Agent;



 


		(vii)	amount of Total Commitments;



 


		(viii)	currency of the Facility;



 


		(ix)	type of Facility;



 


		(x)	ranking of Facility; and



 


		(xi)	duration of Facility,



 


to enable such information service
company to provide its usual services.


 


		(b)	Each Obligor represents that none of the information set out in sub-paragraphs (i) to (xi) of paragraph
(a) above is, nor will at any time be, unpublished price-sensitive information.



 


		33.5	Inside information



 


Each of the Creditor Parties
acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market
abuse and each of the Creditor Parties undertakes not to use any Confidential Information for any unlawful purpose.


 




    	 	118	 



     


    

  


		33.6	Notification of disclosure



 


Each of the Creditor Parties
agrees (to the extent permitted by law and regulation) to inform the Borrower:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v)
of Clause 33.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred
to in that paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 33
(Confidentiality).



 


		33.7	Continuing obligations



 


The obligations in this Clause
33 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period
of 12 months from the earlier of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement
have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Creditor Party otherwise ceases to be a Creditor Party.



 


		33.8	Disclosure by SACE



 


Notwithstanding any other provision
of this Agreement to the contrary, SACE may disclose any Confidential Information:


 


		(a)	to its ultimate shareholder, holding company, parent, subsidiaries and affiliates;



 


		(b)	to any providers of any reinsurance, counter-guarantee or any form of risk enhancement (including
but not limited to SACE’s agents, brokers and consultants) subject to such persons entering into confidentiality arrangements with
SACE unless such persons are subject to professional obligations of confidentiality;



 


		(c)	if required for the purposes of the state guarantee in favour of SACE pursuant to article 32 of
law-decree no. 91/2014 converted into law 116/2014 in the Republic of Italy;



 


		(d)	following any payment due under the SACE Insurance Policy; or



 


		(e)	with the consent of the Borrower, such consent not to be unreasonably withheld.



 


		33.9	Press release



 


Neither SACE nor the Borrower
will issue any press release or make any public announcement in relation to the SACE Insurance Policy without the prior consent
of the other party (such consent not to be unreasonably withheld).


 


		34	Legal independence and Unconditional Obligations of the Borrower



 


		34.1	Legal independence and Unconditional Obligations of the Borrower



 


This Agreement is legally independent
from the Shipbuilding Contract. The obligations of the Borrower to make payments and to observe and perform its obligations under
the Transaction Documents are absolute, unconditional, irrevocable and several and such obligations shall not:


 




    	 	119	 



     


    

  


		(a)	in any way be affected or discharged by reason of any matter affecting any of the Pre-delivery
Contracts including their performance, frustration or validity, the insolvency or dissolution of any party to any of the Pre-delivery
Contracts or the destruction, non-completion or non-functioning of the goods and equipment supplied under the Shipbuilding Contract;



 


		(b)	in any way be affected or discharged by reason of any dispute under any of the Pre-delivery Contracts
or any claim which it or any other person may have against, or consider that it has against, any person under any of the Pre-delivery
Contracts;



 


		(c)	in any way be affected or discharged by reason of unenforceability, illegality or invalidity of
any obligation of the Borrower or any other person under any of the Pre-delivery Contracts or any documents or agreements relating
to any of the Pre-delivery Contracts;



 


		(d)	in any way be affected by the fact that all or any part of the amount requested referred to in
a Drawdown Notice is not or was not due or payable to the Builder;



 


		(e)	be conditional on the performance by the Creditor Parties of any obligations (except as otherwise
stated herein) in order to give rise to a relevant obligation of the Borrower hereunder; or



 


		(f)	in any way be affected or discharged by the insolvency or dissolution of the Borrower.



 


		35	SACE Subrogation and Reimbursement



 


		35.1	Acknowledgement of Subrogation



 


Each Obligor and each Creditor
Party acknowledges that, immediately upon any payment being made by SACE of any amount under the SACE Insurance Policy, SACE will
be subrogated to the rights of the Lenders in the amount of such payment under the Finance Documents in accordance with the SACE
Insurance Policy.


 


		35.2	Reimbursement



 


		(a)	Without prejudice to Clause 35.1 (Acknowledgement of Subrogation), each Obligor, jointly
and severally undertakes to pay to SACE, and keep SACE indemnified from and against, each and every amount paid (whether by direct
payment or set-off) by SACE to the Creditor Parties or any person on any of their behalf under the SACE Insurance Policy;



 


		(b)	Each Obligor undertakes to pay SACE an amount in Dollars equal to:



 


		(i)	for each payment made by SACE to any of the Creditor Parties or any person on any of their behalf
under the SACE Insurance Policy, the amount of such payment; and



 


		(ii)	for each deduction or withholding imposed, levied, collected, withheld or assessed on any payment
by SACE to any of the Creditor Parties or any person on any of their behalf under the SACE Insurance Policy, the amount of such
deduction or withholding,



 


in each case together with interest
thereon (calculated in accordance with Clause 17.1 (Default rate of interest) of this Agreement).


 


		(c)	Each Obligor further agrees that its obligations under this Clause 35.2 (Reimbursement)
are separate from and in no way conditional upon the Obligor’s obligations under this Agreement or any of the other Finance Documents
and will not be affected or discharged by any matter relating thereto including, but not limited to, whether or not the Obligor
is itself liable to make payment, or is disputing its liability to make payment, under this Agreement or any of the other Finance
Documents.



 




    	 	120	 



     


    

  


		(d)	SACE will promptly inform the Obligors of any amounts to be reimbursed and indemnified under this
Clause 35.2 (Reimbursement).



 


		(e)	Each amount that is payable by the Obligors pursuant to Clause 35.2 (Reimbursement) is due
and payable to SACE in Dollars within five (5) Business Days of demand by SACE to the Obligors.



 


		35.3	Obligations Absolute



 


The obligations of the Obligors
under this Clause 35.2 (Reimbursement), to the extent permitted by applicable law:


 


		(a)	are absolute and unconditional;



 


		(b)	are to be discharged and/or performed strictly in accordance with this Agreement under all circumstances;



 


		(c)	are continuing obligations and will extend to the ultimate balance of sums payable by SACE to any
Creditor Party or any person on any of their behalf under the SACE Insurance Policy, regardless of any intermediate payment or
discharge in whole or in part;



 


		(d)	will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce,
release or prejudice any of its obligations under Clause 35.2 (Reimbursement) (without limitation and whether or not known
to it or any Creditor Party) including:



 


		(i)	any time, waiver or consent granted to, or composition with any Obligor;



 


		(ii)	any lack of validity or enforceability of, or any amendment or other modifications of, or waiver
with respect to, any of the Finance Documents;



 


		(iii)	any reduction or release of any other obligations under this Agreement;



 


		(iv)	the release of any Obligor or any other person under the terms of any composition or arrangement;



 


		(v)	the taking, variation, compromise, exchange, renewal, discharge, substitution or release of, or
refusal or neglect to perfect, take up, realise or enforce, any rights against, or security over assets of, any Obligor or any
non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise
the full value of any security;



 


		(vi)	any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of any Obligor, any Creditor Party or any other person;



 


		(vii)	any amendment (however fundamental) or replacement of a Finance Document, the SACE Insurance Policy
or any other document or security;



 


		(viii)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance
Document, the SACE Insurance Policy or any other document or security;



 


		(ix)	any insolvency or similar proceedings;



 


		(x)	the existence of any claim, set-off, defence, reduction, abatement or other right which any Obligor
may have at any time against SACE;



 




    	 	121	 



     


    

  


		(xi)	any document presented in connection with the SACE Insurance Policy proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;



 


		(xii)	any payment by SACE against presentation of a demand for payment substantially, on its face, in
the form of a claim under the SACE Insurance Policy where any certificate or other document required to be provided with such claim
in accordance with the terms of the SACE Insurance Policy either is not provided or does not comply with the terms of the SACE
Insurance Policy; and



 


		(xiii)	any other circumstances which might otherwise constitute a defence available to, or discharge of
any Obligor.



 


		36	Supplemental



 


		36.1	Rights cumulative, non-exclusive



 


The rights and remedies which
the Finance Documents give to each Secured Party are:


 


		(a)	cumulative;



 


		(b)	may be exercised as often as appears expedient; and



 


		(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude
or limit any right or remedy conferred by any law.



 


		36.2	Severability of provisions



 


If any provision of a Finance
Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality
of the other provisions of that Finance Document or of the provisions of any other Finance Document.


 


		36.3	Counterparts



 


A Finance Document may be executed
in any number of counterparts.


 


		36.4	Third party rights



 


		(a)	Except for SACE and its successors, transferees and assignees or as otherwise provided in a Finance
Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third
Party Act”) to enforce or to enjoy the benefit of any term of this Agreement.



 


		(b)	Notwithstanding any provision of any Finance Document, the consent of any person (other than SACE
or its successors, transferees and assignees) who is not a party to a Finance Document is not required to rescind, vary or terminate
any Finance Document at any time.



 


		(c)	Subject to the provisions of the Third Party Act, and without prejudice to the provisions of paragraphs
(a) and (b) above, SACE has the right to enforce and to enjoy the benefit of Clause 35 (SACE Subrogation and Reimbursement),
Clause 17 (Interest on Late Payments), Clause 8 (SACE Premium and Italian Authorities), Clause 10.2 (Tax gross-up),
Clause 10.3 (Tax indemnity), Clause 10.11 (Transaction Costs), Clause 20.1 (Indemnities regarding borrowing and
repayment of Loan), Clause 20.3 (Miscellaneous indemnities), Clause 20.4 (Currency indemnity), Clause 22 (Set-Off),
Clause 27 (The Security Trustee), Clause 10.6 (VAT), Clause 10.13 (SACE obligations), Clauses 33.8 (Disclosure
by SACE) and 33.9 (Press release) and Clause 38 (Enforcement).



 




    	 	122	 



     


    

  


		(d)	Any amendment or waiver which relates to the rights of SACE under this Agreement, including under
Clause 35 (SACE Subrogation and Reimbursement), Clause 17 (Interest on Late Payments), Clause 8 (SACE Premium
and Italian Authorities), Clause 10.2 (Tax gross-up), Clause 10.3 (Tax indemnity), Clause 20.4 (Currency indemnity),
Clause 22 (Set-Off), Clause 27 (The Security Trustee), Clause 20.3 (Miscellaneous indemnities), Clause 10.6
(VAT), Clause 10.11 (Transaction Costs), Clause 20.1 (Indemnities regarding borrowing and repayment of Loan),
Clauses 33.8 (Disclosure by SACE) and 33.9 (Press release) and Clause 38 (Enforcement) may not be effected
without the consent of SACE.



 


		36.5	No waiver



 


No failure or delay on the part
of a Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise thereof preclude any other or further exercise thereof by the Secured Parties or the exercise by the Secured
Parties of any other right, power or privilege. The rights and remedies of the Secured Parties herein provided are cumulative and
not exclusive of any rights or remedies provided by law.


 


		36.6	Writing required



 


This Agreement shall not be capable
of being modified otherwise than by an express modification in writing signed by the Borrower, the Agent and the Lenders.


 


		37	Governing Law



 


		37.1	Law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by and construed in accordance with English law.


 


		38	Enforcement



 


		38.1	Jurisdiction of English Courts



 


The courts of England have exclusive
jurisdiction to settle any Dispute arising out of or in connection with this Agreement (including a dispute regarding the existence,
validity or termination of this Agreement) (a “Dispute”). Each Party agrees that the courts of England are the
most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.


 


		38.2	Service of process



 


Without prejudice to any other
mode of service allowed under any relevant law, the Borrower:


 


		(a)	irrevocably appoints EC3 Services Limited of The St Botolph Building, 138 Houndsitch, London EC3A
7AR, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance
Document; and



 


		(b)	agrees that failure by a process agent to notify the Borrower of the process will not invalidate
the proceedings concerned.



 


If any person appointed as an
agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the
Obligors) must immediately (and in any event within 15 days of such event taking place) appoint another agent on terms acceptable
to the Agent. Failing this, the Agent may appoint another agent for this purpose.


   


This Agreement has been entered into
on the date stated at the beginning of this Agreement.


 




    	 	123	 



     


    

  


Schedule
1


 


Lenders
and Commitments


 


	Lender	Facility
    Office	Commitment

    (%)
	 	 	 
	Cassa Depositi e Prestiti S.p.A.	Via Goito, 4 – 00185, Roma, Italy	[*]%
	 	 	 
	 	 	 
	Crédit Agricole Corporate and Investment Bank	12, place des Etats-Unis, CS 70052,

92547 Montrouge cedex,

France	[*]%
	 	 	 
	HSBC Bank plc, Milan Branch	
        Succursale di Milano – Via M.


        Bongiorno, 13, 20124 Milan – Italy

        
	[*]%
	 	 	 
	BNP Paribas Fortis S.A./N.V.	3, Montagne du Parc, 1KA1E

1000 Brussels, Belgium	[*]%
	 	 	 
	KfW IPEX-Bank GmbH	KfW IPEX-Bank GmbH

Palmengartenstr. 5-9

60325 Frankfurt

Germany	[*]%


 




    	 	124	 



     


    

  


Schedule
2



Form of Drawdown Notice


 


To:        [Crédit Agricole Corporate
and Investment Bank]


 


Attention: [Loans Administration]


[l]


 


DRAWDOWN NOTICE


 


		1	We refer to the loan agreement (the “Loan Agreement”) dated [l]
April 2017 and made between ourselves, as Borrower, the Lenders, and the Joint Mandated Lead Arrangers referred to therein and
yourselves as Agent in connection with a facility of the Dollar Equivalent of up to € [l].
Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.



 


		2	We request to borrow as follows:-



 


		(a)	Amount:



 


		(i)	[$[l] in respect of the payment of part of the Eligible
Amount of the Final Contract Price to be paid to the Builder to the account specified in paragraph (d) below;]



 


		(ii)	[$[l] in respect of the part of the First Shipbuilding
Contract Instalment to be reimbursed to the Borrower to the account specified in paragraph (d) below;]



 


		(iii)	[$[l] in respect of the First Instalment of the SACE
Premium to be reimbursed to the Borrower to the account specified in paragraph (d) below;]



 


		(iv)	[$[l] in respect of the Second Instalment of the SACE
Premium to be paid, in accordance with paragraph (d) below to SACE.]



 


		(b)	Drawdown Date: [l];



 


		(c)	Duration of the first Interest Period shall be 6 months;



 


		(d)	Payment instructions:



 


		(i)	[in respect of Clause 2(a)(i) above and for the countervalue in EUR at the Conversion Rate:



 


Beneficiary: FINCANTIERI S.p.A.


[account details to be
completed]]


 


		(ii)	[in respect of Clause 2(a)(ii) above:



 


Beneficiary: LEONARDO TWO, LTD


[account details to be
completed]]


 


		(iii)	[in respect of Clause 2(a)(iii) above:



 


Beneficiary: LEONARDO TWO, LTD


[account details to be
completed]]


 


		(iv)	[in respect of Clause 2(a)(iv) above:



 


Beneficiary: SACE S.p.A.


[account details to be
completed]]


 




    	 	125	 



     


    

  


		3	We represent and warrant that:



 


		(a)	the representations and warranties in Clauses 11.2 (Continuing representations and warranties)
and 11.3 (Representations on the Delivery Date) of the Loan Agreement would remain true and not misleading if repeated on
the date of this notice with reference to the circumstances now existing;



 


		(b)	none of the events specified in Article 20.2 of the Shipbuilding Contract has occurred;



 


		(c)	no Event of Default has occurred or will result from the borrowing of the Loan.



 


		4	This notice cannot be revoked without the prior consent of the Agent.



 


		5	[We authorise you to deduct the commitment fee accrued and unpaid referred to in paragraph (a)
of Clause 9.1 (Fees) from the amount of the Loan drawn pursuant to paragraph 2(a)(ii) above.]



 


[Name of Signatory]


 


Director


 


for and on behalf of

LEONARDO TWO, LTD.


 




    	 	126	 



     


    

  


Schedule
3



Documents to be produced by the Builder to the Agent on Delivery


 


		1	Certified copies of the commercial invoice, evidencing payment by the Borrower and receipt by the
Builder of the instalments already paid pursuant to the Shipbuilding Contract and the Final Contract Price, duly executed by the
Builder in favour of the Borrower and countersigned by the Borrower.



 


		2	Certified Copy of the Protocol of Delivery and Acceptance, duly executed by the Builder and the
Borrower.



 


		3	Certified Copy of the declaration of warranty, duly executed by the Builder confirming that the
Ship is delivered to the Borrower free and clear of all encumbrances whatsoever.



 


		4	Certified Copy of the commercial invoice(s) evidencing the payment by the Borrower and receipt
by the Builder of the amounts not being financed by the Loan and of all final amounts due at delivery, duly executed by the Builder
in favour of the Borrower and countersigned by the Borrower.



 


		5	Certified copy of (i) the Builder’s Certificate duly executed by the Builder and (ii) a Qualifying
Certificate duly signed by the Builder specifying the origin of the exported goods and in which are declared all the amounts transferred
abroad for any reason regarding the performance of the Shipbuilding Contract.



 


		6	Certified copy of the acknowledgement of the notice of assignment of the Borrower’s rights under
the post-delivery warranty given by the Builder under the Shipbuilding Contract pursuant to the Post-Delivery Assignment.



 


		7	Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder
signed the documents referred to in this Schedule 3 (Documents to be produced by the Builder to the Agent on Delivery) and
a specimen of his signature.



 


		8	Certified Copy of the Exporter’s Declaration to SIMEST duly executed by the Builder and delivered
to SIMEST (where the Fixed Interest Rate has been selected).



 


		9	Evidence that, at the time of delivery of the Ship on the Delivery Date, no encumbrances whatsoever
are registered against the Ship in the competent Italian registry of ships under construction.



 


		10	If compulsorily required by the Approved Flag authority in order to register the Ship, a certificate
of deletion of the Ship from the competent Italian registry of ships under construction issued on the Delivery Date.



 




    	 	127	 



     


    

  


Schedule
4



Form of Transfer Certificate


 


The Transferor and the Transferee accept
exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory
requirements applicable to them respectively.


 


		To:	[Name of Agent] for itself and for and on behalf of the Borrower, any other Obligor, the Security
Trustee and each Lender, as defined in the Loan Agreement referred to below.



 


[l]


 


		1	This Certificate relates to Loan Agreement (the “Loan Agreement”) dated [l]
2017 and made between (1) LEONARDO TWO, LTD. (the “Borrower”), (2) the banks and financial institutions named
therein as lenders (3) Crédit Agricole Corporate and Investment Bank as Agent and (4) Crédit Agricole Corporate and
Investment Bank as Security Trustee for a loan facility of up to $[l].



 


		2	In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears,
have the same meanings and:



 


“Relevant Parties”
means the Agent, the Borrower, any other Obligor, the Security Trustee and each Lender.


 


“Transferor”
means [full name] of [facility office].


 


“Transferee”
means [full name] of [facility office].


 


		3	The effective date of this Certificate is [l] Provided
that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.



 


		4	The Transferor assigns to the Transferee absolutely all rights and interests (present, future or
contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation
to [l] per cent. of its Contribution, which percentage represents $[l].



 


		5	By virtue of this Certificate and clause 24 (Changes to the Lender) of the Loan Agreement,
the Transferor is discharged [entirely from its Commitment which amounts to $[l]] [from
[l] per cent. of its Commitment, which percentage represents $[l]]
and the Transferee acquires a Commitment of $[l].]



 


		6	The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee
will observe and perform all the obligations under the Finance Documents which clause 24 (Changes to the Lender) of the
Loan Agreement provides will become binding on it upon this Certificate taking effect.



 


		7	The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent
itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance
with clause 24 (Changes to the Lender) of the Loan Agreement.



 


		8	The Transferor:



 


		(a)	warrants to the Transferee and each Relevant Party that:



 




    	 	128	 



     


    

  


		(i)	the Transferor has full capacity to enter into this transaction and has taken all corporate action
and obtained all consents which are in connection with this transaction; and



 


		(ii)	this Certificate is valid and binding as regards the Transferor;



 


		(b)	warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to
all the rights and interests covered by the assignment in paragraph 4 above; and



 


		(c)	undertakes with the Transferee that the Transferor will, at its own expense, execute any documents
which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Certificate
or for a similar purpose.



 


		9	The Transferee:



 


		(a)	confirms that it has received a copy of the Loan Agreement and each of the other Finance Documents;



 


		(b)	agrees that it will have no rights of recourse on any ground against either the Transferor, the
Agent, the Security Trustee or any Lender in the event that:



 


		(i)	any of the Finance Documents prove to be invalid or ineffective;



 


		(ii)	the Borrower or any Obligor fails to observe or perform its obligations, or to discharge its liabilities,
under any of the Finance Documents;



 


		(iii)	it proves impossible to realise any asset covered by a Security Interest created by a Finance Document,
or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or other Obligors under the Finance
Documents;



 


		(c)	agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee
or any Lender in the event that this Certificate proves to be invalid or ineffective;



 


		(d)	warrants to the Transferor and each Relevant Party that:



 


		(i)	it has full capacity to enter into this transaction and has taken all corporate action and obtained
all consents which it needs to take or obtain in connection with this transaction; and



 


		(ii)	this Certificate is valid and binding as regards the Transferee; and



 


		(e)	confirms the accuracy of the administrative details set out below regarding the Transferee.



 


		10	The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally,
on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including
all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it,
except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent’s
or the Security Trustee’s own officers or employees.



 


		11	The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor
under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding,
liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall
affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded
by it.



 




    	 	129	 



     


    

  


	[Name of Transferor]	[Name of Transferee]
	 	 
	By:	By:
	 	 
	Date:	Date:


 


Agent


 


Signed for itself and for and on behalf
of itself


 


as Agent and for every other Relevant Party


 


[Name of Agent]


 


By:


 


Date:


 




    	 	130	 



     


    

  


Administrative Details of Transferee


 


Name of Transferee:


 


Facility Office:


 


Contact Person


 


(Loan Administration Department):


 


Telephone:


 


Fax:


 


Contact Person


 


(Credit Administration Department):


 


Telephone:


 


Fax:


 


Account for payments:


 


		Note:	This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the
Transferor’s interest in the security constituted by the Finance Documents in the Transferor’s or Transferee’s jurisdiction. It
is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.



 




    	 	131	 



     


    

  


Schedule
5



Qualifying Certificate


 





		To:	Credit
Agricole Corporate and Investment Bank as Agent (the “Agent”)






		cc:	LEONARDO
TWO, LTD. as Borrower






		From:	Fincantieri
S.p.A (the “Builder”)









 


Date:


 


Dear Sirs,


 


		1	We refer to the SACE backed term facility agreement dated [l]
April 2017 (the “Facility Agreement”) and entered into between, among others, the Agent, the Borrower and the
financial institutions named therein as Lenders. Terms defined in the Facility Agreement shall have the same meaning when used
herein.



 


		2	This is a Qualifying Certificate.



 


		3	This Qualifying Certificate relates to the Drawdown Notice dated [l].



 


		4	We attach hereto the following documents in respect of the Ship to be delivered on the Drawdown
Date under the Shipbuilding Contract:



 


		(a)	a copy (certified as a true copy by the Builder) of the invoice(s) from the Builder in respect
of the amounts paid and to be paid in respect of the Ship, as well as a copy (certified as a true copy by the Builder) of the relevant
bank statements attesting receipt of the amounts paid in respect of the Ship;



 


		(b)	[the Builder’s Certificate and Declaration of Warranty (as each is defined in the Shipbuilding
Contract)];



 


		(c)	[the protocol of delivery and acceptance issued under the Shipbuilding Contract]; and



 


		(d)	[a duly executed Exporter Declaration].



 


		5	We hereby certify that the cumulative total amount invoiced by us pursuant to the Shipbuilding
Contract and to be paid by the Borrower as direct payment is as follows: €[l]
corresponding to not less than [twenty per cent. (20)]% of the aggregate instalments under the Shipbuilding Contract invoiced by
us and due and payable by the Borrower until the Advance.



 


		6	We certify that, to the best of our knowledge and belief, the SACE Insurance Policy will apply
to the Advance requested in the Drawdown Notice referred to above when it is made.



 


		7	We hereby warrant that:



 


		(a)	the amount claimed does not include any sum in respect of any matter currently the subject of arbitration
or other proceeding nor to the best of our knowledge and belief will it be the subject of arbitration or other proceeding;



 


		(b)	the Shipbuilding Contract has not been terminated, suspended or amended and to the best of our
knowledge and belief no action is proceeding which might lead to the termination or suspension thereof;



 




    	 	132	 



     


    

  


		(c)	all relevant authorisations (if any) in respect of the Ship intended to be financed by the proposed
Loan have been obtained and are in full force and effect;



 


		(d)	all documents supplied by us in support of this Qualifying Certificate are in all material respect
in conformity with the Shipbuilding Contract and SACE’s requirements; you may rely on the accuracy and completeness of all information
and documents contained in or supplied with this Qualifying Certificate or delivered pursuant thereto;



 


		(i)	[the goods incorporated in and used for the construction of the Ship have the origin set out in
the table below and complies with the requirements of the SACE Insurance Policy; and



 


	Origin
    of the goods

    incorporated in the Ship	Value
    in percentage of 

    the total Contract Price

    of the Ship	Relevant
    portion of the 

    Contract Price of the Ship
	 	 	 
	Italian goods	[l]%	€ [l]
	 	 	 
	Other EU goods	[l]%	€ [l]
	 	 	 
	 

                                                                                Extra EU goods (if any)
	[l]%	€ [l]
	 	Total Contract Price of the Ship (in percentage) = 100%	Total Contract Price of the Ship = € [l]


]


		(ii)	the aggregate amounts transferred abroad (importi trasferiti all’estero) up to the date
hereof and to be transferred abroad following the Drawdown Date for any reason connected to the performance of the Shipbuilding
Contract, are equal to € [l].



 


Yours faithfully,


 


 


Fincantieri S.p.A


For and on behalf of the Builder


(the Authorised Signatory of the Builder)


 




    	 	133	 



     


    

  


Schedule
6



Drawdown Schedule


 


	Builder
    event	 	Indicative 

    dates based 

    on the 

    Intended 

    Delivery Date	 	Payment
    terms under the 

    Shipbuilding Contract	 	Advance to be drawn
    under 

    this Agreement
	 	 	 	 	 	 	 
	None	 	[*]	 	-	-	 	
        Dollar Equivalent of €[*]*

         

        + 100% SACE
        Premium Instalments

         

        * for reimbursement to the Borrower of
        80% of the First Shipbuilding Contract Instalment

	 	 	 	 	 	 	 	 
	24 months before Intended Delivery Date	 	[*]	 	[*]%	€ [*]	 	Dollar Equivalent of €[*]
	 	 	 	 	 	 	 	 
	18 months before Intended Delivery Date	 	[*]	 	[*]%	€ [*]	 	Dollar Equivalent of €[*]
	 	 	 	 	 	 	 	 
	12 months before Intended Delivery Date	 	[*]	 	[*]%	€ [*]	 	Dollar Equivalent of €[*]
	 	 	 	 	 	 	 	 
	Delivery Date	 	[*]	 	[*]%	€ [*]	 	
        Dollar Equivalent of €[*]

         

        Less the refund of any part of the Second
        Instalment pursuant to Clause 8.4 of this Agreement



 




    	 	134	 



     


    

  


Execution
Pages


 


BORROWER


 


	SIGNED by	)/s/Paul Alan Turner
	 	)Paul Alan Turner
	for and on behalf of	)
	LEONARDO TWO, LTD.	)
	in the presence of: Amanda Gara	)/s/Amanda Gara
	Solicitor	 
	Clyde & Co LLP	 
	The St Botolph Building	 
	138 Houndsditch	 
	London EC3A 7AR	 
	United Kingdom	 
	 	 
	LENDERS	 
	 	 
	SIGNED by	)/s/Jérôme Leblond
	 	)Jérôme LEBLOND
	for and on behalf of	)
	CRÉDIT AGRICOLE CORPORATE	)/s/Olivier Delalande
	AND INVESTMENT BANK	)Olivier DELALANDE
	in the presence of: Julie Agnès	)SHIPFINANCE DEPT
	 	Project Manager
	 	Overseas Office Coordination
	 	 
	 	/s/Julie Agnès
	 	 
	SIGNED by	)/s/Elodie Giraud
	 	)ELODIE GIRAUD
	for and on behalf of	)
	BNP PARIBAS FORTIS S.A./N.V.	)
	in the presence of: LUCA LUNARI	)/s/Luca Lunari
	 	 
	SIGNED by	)/s/Delphine Deroche
	 	)Delphine Deroche
	for and on behalf of	)Director
	KFW IPEX-BANK GMBH	)
	in the presence of: Julia Zellmann	)/s/André Tiele
	 	André Tiele
	 	Vice President
	 	 
	 	/s/Julia Zellmann
	 	Associate
	 	 
	SIGNED by	)/s/Alessandro Mazzi
	 	)Alessandro Mazzi
	for and on behalf of	)Head of Export Finance
	HSBC BANK PLC, MILAN BRANCH	)Milan Branch
	in the presence of: Serena Gavardi	)/s/Serena Gavardi


 




    	 	135	 



     


    

  


	SIGNED by	)/s/Francesco D. Bartolo
	 	)Francesco D. Bartolo
	for and on behalf of	)
	CASSA DEPOSITI E PRESTITI S.P.A.	)/s/Luciano Vannozzi
	in the presence of:	)Luciano Vannozzi
	 	 
	JOINT MANDATED LEAD ARRANGERS	 
	 	 
	SIGNED by	)/s/Jérôme Leblond
	 	)Jérôme LEBLOND
	for and on behalf of	)
	CRÉDIT AGRICOLE CORPORATE	)/s/Olivier Delalande
	AND INVESTMENT BANK	)Olivier DELALANDE
	in the presence of: Julie AGNÈS	)SHIPFINANCE DEPT
	 	Project Manager
	 	Overseas Office Coordination
	 	 
	 	/s/ Julie Agnès
	 	 
	SIGNED by	)/s/Elodie Giraud
	 	)ELODIE GIRAUD
	for and on behalf of	)
	BNP PARIBAS FORTIS S.A./N.V.	)
	in the presence of: Luca Lunari	)/s/LUCA LUNARI
	 	 
	SIGNED by	)/s/Delphine Deroche
	 	)Delphine Deroche
	for and on behalf of	)Director
	KFW IPEX-BANK GMBH	)
	in the presence of: Julia Zellmann	)/s/André Tiele
	 	André Tiele
	 	Vice President
	 	 
	 	/s/Julie Zellmann
	 	Associate
	 	 
	SIGNED by	)/s/Philip E Lewis
	 	)Philip E Lewis
	for and on behalf of	)
	HSBC BANK PLC	)/s/Mark Looi
	in the presence of:	)Mark Looi
	 	Director


 




    	 	136	 



     


    

  


	SIGNED by	)/s/Francesco De Bartolo
	 	)Francesco De Bartolo
	for and on behalf of	)
	CASSA DEPOSITI E PRESTITI S.P.A.	)/s/Luciano Vannozzi
	in the presence of:	)Luciano Vannozzi
	 	 
	AGENT	 
	 	 
	SIGNED by	)/s/Jérôme Leblond
	 	)Jérôme LEBLOND
	for and on behalf of	)
	CRÉDIT AGRICOLE CORPORATE	)/s/Olivier DELALANDE
	AND INVESTMENT BANK	)Olivier DELALANDE
	in the presence of: Julie AGNÈS	)SHIPFINANCE DEPT
	 	Project Manager
	 	Overseas Office Coordination
	 	 
	 	/s/Julie Agnès
	 	 
	SACE AGENT	 
	 	 
	SIGNED by	)/s/Jérôme Leblond
	 	)Jérôme LEBLOND
	for and on behalf of	)
	CRÉDIT AGRICOLE CORPORATE	)/s/Olivier DELALANDE
	AND INVESTMENT BANK	)Olivier DELALANDE
	in the presence of: Julie AGNÈS	)SHIPFINANCE DEPT
	 	Project Manager
	 	Overseas Office Coordination
	 	 
	 	/s/Julie Agnès
	 	 
	SECURITY TRUSTEE	 
	 	 
	SIGNED by	)/s/Jérôme Leblond
	 	)Jérôme LEBLOND
	for and on behalf of	)
	CRÉDIT AGRICOLE CORPORATE	)/s/Olivier DELALANDE
	AND INVESTMENT BANK	)Olivier DELALANDE
	in the presence of: Julie AGNÈS	)SHIPFINANCE DEPT
	 	Project Manager
	 	Overseas Office Coordination
	 	 
	 	/s/Julie Agnès


 




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