Exhibit 4.2


 


EXECUTION VERSION





 


NCL
CORPORATION LTD.,

as Issuer,


 


U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee, Principal Paying Agent, Transfer Agent,

Registrar and Security Agent,


 


INDENTURE


 


Dated as of February 18, 2022


 


5.875% SENIOR SECURED NOTES DUE 2027


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


Article One

Definitions and Incorporation by Reference


 


	Section 1.01. Definitions	7
	Section 1.02. Other Definitions	42
	Section 1.03. Rules of Construction	42
	 	 
	Article Two
	The Notes
	 	 
	Section 2.01. The Notes	43
	Section 2.02. Execution and Authentication	44
	Section 2.03. Registrar, Transfer Agent and Paying Agent	45
	Section 2.04. Paying Agent to Hold Money	46
	Section 2.05. Holder Lists	47
	Section 2.06. Transfer and Exchange	47
	Section 2.07. Replacement Notes	51
	Section 2.08. Outstanding Notes	51
	Section 2.09. Notes Held by Issuer	51
	Section 2.10. Definitive Registered Notes	52
	Section 2.11. Cancellation	52
	Section 2.12. Defaulted Interest	53
	Section 2.13. Computation of Interest	54
	Section 2.14. ISIN and CUSIP Numbers	54
	Section 2.15. Issuance of Additional Notes	54
	 	 
	Article Three	 
	Redemption; Offers to Purchase	 
	 	 
	Section 3.01. Right of Redemption	54
	Section 3.02. Notices to Trustee	54
	Section 3.03. Selection of Notes to Be Redeemed	55
	Section 3.04. Notice of Redemption	55
	Section 3.05. Deposit of Redemption Price	56
	Section 3.06. [Reserved]	56
	Section 3.07. Payment of Notes Called for Redemption	57
	Section 3.08. Notes Redeemed in Part	57
	Section 3.09. Redemption for Changes in Taxes	57
	 	 
	Article Four
	Covenants
	 	 
	Section 4.01. Payment of Notes	59
	Section 4.02. Corporate Existence	59



 






     


     


    

 


	Section 4.03. Maintenance of Properties	59
	Section 4.04. Insurance	59
	Section 4.05. Statement as to Compliance	60
	Section 4.06. Incurrence of Indebtedness and Issuance of Preferred Stock or Preference Shares	60
	Section 4.07. Liens	67
	Section 4.08. Restricted Payments	69
	Section 4.09. Asset Sales	74
	Section 4.10. Transactions with Affiliates	77
	Section 4.11. Purchase of Notes upon a Change of Control	79
	Section 4.12. Additional Amounts	81
	Section 4.13. [Reserved]	84
	Section 4.14. Note Guarantees and Security Interests	84
	Section 4.15. Additional Guarantees	84
	Section 4.16. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	85
	Section 4.17. Designation of Restricted and Unrestricted Subsidiaries	87
	Section 4.18. [Reserved.]	88
	Section 4.19. Reports to Holders	88
	Section 4.20. Further Assurances	90
	Section 4.21. [Reserved]	91
	Section 4.22. Impairment of Security Interest	91
	Section 4.23. After-Acquired Property	92
	Section 4.24. Re-flagging of Vessels	92
	Section 4.25. Covenant Fall-Away Events	93
	 	 
	Article Five
	Merger, Amalgamation, Consolidation or Sale of Assets
	 	 
	Section 5.01. Merger, Amalgamation, Consolidation or Sale of Assets	93
	Section 5.02. Successor Substituted	95
	 	 
	Article Six
	Defaults and Remedies
	 	 
	Section 6.01. Events of Default	95
	Section 6.02. Acceleration	98
	Section 6.03. Other Remedies	100
	Section 6.04. Waiver of Past Defaults	100
	Section 6.05. Control by Majority	101
	Section 6.06. Limitation on Suits	101
	Section 6.07. Unconditional Right of Holders to Bring Suit for Payment	102
	Section 6.08. Collection Suit by Trustee	102
	Section 6.09. Trustee May File Proofs of Claim	102
	Section 6.10. Application of Money Collected	103
	Section 6.11. Undertaking for Costs	103

	Section 6.12. Restoration of Rights and Remedies	104




 






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	Section 6.13. Rights and Remedies Cumulative	104
	Section 6.14. Delay or Omission Not Waiver	104
	Section 6.15. Record Date	104
	Section 6.16. Waiver of Stay or Extension Laws	104



 





Article Seven

Trustee and Security Agent


 


	Section 7.01. Duties of Trustee and the Security Agent	105
	Section 7.02. Certain Rights of Trustee and the Security Agent	106
	Section 7.03. Individual Rights of Trustee and the Security Agent	111
	Section 7.04. Disclaimer of Trustee and Security Agent	112
	Section 7.05. Compensation and Indemnity	113
	Section 7.06. Replacement of Trustee or Security Agent	114
	Section 7.07. Successor Trustee or Security Agent by Merger	115
	Section 7.08. Appointment of Security Agent and Supplemental Security Agents	116
	Section 7.09. Eligibility; Disqualification	117
	Section 7.10. Appointment of Co-Trustee	117
	Section 7.11. Resignation of Agents	119
	Section 7.12. Agents General Provisions	119
	 	 
	Article Eight
	Defeasance; Satisfaction and Discharge
	 	 
	Section 8.01. Issuer’s Option to Effect Defeasance or Covenant Defeasance	121
	Section 8.02. Defeasance and Discharge	121
	Section 8.03. Covenant Defeasance	122
	Section 8.04. Conditions to Defeasance	122
	Section 8.05. Satisfaction and Discharge of Indenture	124
	Section 8.06. Survival of Certain Obligations	124
	Section 8.07. Acknowledgment of Discharge by Trustee	124
	Section 8.08. Application of Trust Money	125
	Section 8.09. Repayment to Issuer	125
	Section 8.10. Indemnity for Government Securities	125
	Section 8.11. Reinstatement	125
	 	 
	Article Nine
	Amendments and Waivers
	 	 
	Section 9.01. Without Consent of Holders	126
	Section 9.02. With Consent of Holders	127
	Section 9.03. Effect of Supplemental Indentures	128
	Section 9.04. Notation on or Exchange of Notes	129
	Section 9.05. [Reserved]	129
	Section 9.06. Notice of Amendment or Waiver	129
	Section 9.07. Trustee to Sign Amendments, Etc.	129
	Section 9.08. Additional Voting Terms; Calculation of Principal Amount	129



 






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	Article Ten
	Guarantee
	 	 
	Section 10.01. Note Guarantees	130
	Section 10.02. Subrogation	131
	Section 10.03. Release of Note Guarantees	131
	Section 10.04. Limitation and Effectiveness of Note Guarantees	132
	Section 10.05. Notation Not Required	133
	Section 10.06. Successors and Assigns	133
	Section 10.07. No Waiver	133
	Section 10.08. Modification	133
	 	 
	Article Eleven
	Security
	 	 
	Section 11.01. Security; Security Documents	133
	Section 11.02. Authorization of Actions to Be Taken by the Security Agent Under the Security Documents	135
	Section 11.03. Authorization of Receipt of Funds by the Security Agent Under the Security Documents	136
	Section 11.04. Release of the Collateral	136
	 	 
	Article Twelve
	Miscellaneous
	 	 
	Section 12.01. Notices	138
	Section 12.02. Certificate and Opinion as to Conditions Precedent	139
	Section 12.03. Statements Required in Certificate or Opinion	140
	Section 12.04. Rules by Trustee, Paying Agent and Registrar	140
	Section 12.05. No Personal Liability of Directors, Officers, Employees and Shareholders	140
	Section 12.06. Legal Holidays	140
	Section 12.07. Governing Law	140
	Section 12.08. Jurisdiction	141
	Section 12.09. No Recourse Against Others	141
	Section 12.10. Successors	142
	Section 12.11. Counterparts	142
	Section 12.12. Table of Contents and Headings	142
	Section 12.13. Severability	142
	Section 12.14. Currency Indemnity	142



 


Schedules


 


	Schedule I	–	Guarantors
	Schedule II	–	Security Documents
	Schedule III	–	Agreed Security Principles
	Schedule IV	–	Collateral Vessels



 






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	Exhibits	 	 
	 	 	 
	Exhibit A	–	Form of Note
	Exhibit B	–	Form of Transfer Certificate for Transfer
    from Restricted Global Note to Regulation S Global Note
	Exhibit C	–	Form of Transfer Certificate for Transfer
    from Regulation S Global Note to Restricted Global Note
	Exhibit D	–	Form of Supplemental Indenture



 









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INDENTURE,
dated as of February 18, 2022, among NCL Corporation Ltd., an exempted company incorporated under the laws of Bermuda and tax resident
in the United Kingdom (the “Issuer”), the Guarantors party hereto and U.S. Bank Trust Company, National Association,
a national banking association organized and existing under the laws of the United States of America, as trustee (in such capacity, the
 “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as Security Agent (in such capacity, the
 “Security Agent”).


 


RECITALS


 


The Issuer has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its 5.875% Senior Secured Notes due 2027 issued on the date hereof (the “Original
Notes”) and any additional senior secured notes (the “Additional Notes”) that may be issued after the Issue
Date in compliance with this Indenture. The Original Notes and the Additional Notes together are referred to herein as the “Notes”.
The Issuer has received good and valuable consideration for the execution and delivery of this Indenture. All necessary acts and things
have been done to make (i) the Notes, when duly issued and executed by the Issuer and authenticated and delivered hereunder, the
legal, valid and binding obligations of the Issuer and (ii) this Indenture a legal, valid and binding agreement of the Issuer in
accordance with the terms of this Indenture.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders,
as follows:


 


Article One

Definitions and Incorporation by Reference


 


Section 1.01.     Definitions.


 


“Acquired Debt” means, with
respect to any specified Person:


 


(a)            Indebtedness
of any other Person existing at the time such other Person is amalgamated or merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into,
or becoming, a Restricted Subsidiary; and


 


(b)            Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms
 “controlling,” “controlled by” and “under common control with” have correlative meanings.


 






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“After-Acquired Property” means
any property of any Guarantor acquired after the Issue Date that is intended to be subject to the Lien created by any of the Security
Documents but is not so subject.


 


“Agreed Security Principles”
means the Agreed Security Principles as set forth on Schedule III hereto.


 


“Appraised Value” of any Vessel
at any time means the value of such Vessel as set forth on an independent appraisal (conducted no more than 12 months prior to any determination
of the Appraised Value) and relied upon by the Issuer in good faith.


 


“ARCA”
means the Fifth Amended and Restated Credit Agreement, dated as of May 8, 2020, among NCL Corporation
Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and a syndicate of other banks party thereto as joint bookrunners, arrangers, co-documentation
agents and lenders, as amended by that certain Amendment No. 1, dated as of January 29, 2021, by that certain Amendment No. 2,
dated as of March 25, 2021, and by that certain Amendment No. 3, dated as of November 12, 2021, and as may further be amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured,
repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof,
refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor
or replacement agreement or agreements or increasing the amount loaned thereunder (in each case subject to compliance with ‎Section 4.06)
or altering the maturity thereof.


 


“Asset Sale” means:


 


(a)            the
sale, lease, conveyance or other disposition of any assets by the Issuer or any of its Restricted Subsidiaries; provided that the
sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken
as a whole will be governed by ‎‎Section 4.11 and/or
‎‎Article Five and not by ‎‎Section 4.09;
and


 


(b)            the
issuance of Equity Interests by any Restricted Subsidiary or the sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests
in any of the Restricted Subsidiaries (in each case, other than directors’ qualifying shares and shares to be held by third parties
to meet the applicable legal requirements).


 


Notwithstanding the preceding provisions, none
of the following items will be deemed to be an Asset Sale:


 









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(a)            any
single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than
$125.0 million;


 


(b)            a
sale, lease, conveyance or other disposition of assets or Equity Interests between or among the Issuer and any Restricted Subsidiary;


 


(c)            an
issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to a Restricted Subsidiary;


 


(d)            the
sale, lease, conveyance or other disposition of inventory, insurance proceeds or other assets in the ordinary course of business and any
sale or other disposition of damaged, worn-out or obsolete assets or assets that are no longer useful in the conduct of the business of
the Issuer and its Restricted Subsidiaries;


 


(e)            licenses
and sublicenses by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;


 


(f)            any
surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary
course of business;


 


(g)            any
transfer, assignment or other disposition deemed to occur in connection with the creation or granting of Liens not prohibited under ‎‎Section 4.07;


 


(h)            the
sale or other disposition of cash or Cash Equivalents;


 


(i)            a
Restricted Payment that does not violate ‎‎Section 4.08
or a Permitted Investment;


 


(j)            the
disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in
bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;


 


(k)            the
foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights
or the settlement, release or surrender of contract, tort or other claims of any kind;


 


(l)            the
sale of any property that is not Collateral in a sale and leaseback transaction that is entered into within six months of the acquisition
of such property or completion of the construction of the applicable Vessel; and


 


(m)            time
charters and other similar arrangements in the ordinary course of business.


 






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“Attributable Debt” means,
with respect to any sale and leaseback transaction, at the time of determination, the present value (discounted at the interest rate
reasonably determined in good faith by a responsible financial or accounting officer of the Issuer to be the interest rate implicit
in the lease determined in accordance with GAAP, or, if not known, at the Issuer’s incremental borrowing rate) of the total
obligations of the lessee of the property subject to such lease for rental payments during the remaining term of the lease included
in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the
lessor, be extended, or until the earliest date on which the lessee may terminate such lease without penalty or upon payment of
penalty (in which case the rental payments shall include such penalty), after excluding from such rental payments all amounts
required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges; provided,
however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness
represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”


 


“Authority” means any competent
regulatory, prosecuting, Tax or governmental authority in any jurisdiction.


 


“Bankruptcy Law” means Title
11 of the United States Code, as amended, or any similar U.S. federal or state law or the laws of any other jurisdiction (or any political
subdivision thereof) relating to bankruptcy, insolvency, winding up, voluntary or judicial liquidation, composition with creditors, reprieve
from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar or equivalent
laws affecting the rights of creditors generally. For the avoidance of doubt, the provisions of the UK Companies Act 2006 governing a
solvent reorganisation or a voluntary liquidation thereunder shall not be deemed to be Bankruptcy Laws.


 


“beneficial owner” has the meaning
assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except that in calculating the beneficial ownership
of any particular “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.


 


“Board of Directors” means:


 


(a)            with
respect to a corporation, a Bermuda exempted company and a Cayman Islands exempted company, the board of directors of the corporation
or company or any committee thereof duly authorized to act on behalf of such board;


 


(b)            with
respect to a partnership, the board of directors of the general partner of the partnership;


 


(c)            with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and


 





(d)            with
respect to any other Person, the board or committee of such Person serving a similar function.


 






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“Book-Entry Interest” means
a beneficial interest in a Global Note held through and shown on, and transferred only through, records maintained in book-entry form
by DTC and its nominees and successors.


  


“Business Day” means a day other
than a Saturday, Sunday or other day on which banking institutions in New York or a place of payment under this Indenture are authorized
or required by law, regulation or executive order to close.


 


“Capital Lease Obligation” means,
with respect to any Person, any obligation of such Person under a lease of (or other agreement conveying the right to use) any property
(whether real, personal or mixed), which obligation is required to be classified and accounted for as a capital lease obligation under
GAAP, and, for purposes of this Indenture, the amount of such obligation at any date will be the capitalized amount thereof at such date,
determined in accordance with GAAP and the Stated Maturity thereof will be the date of last payment of rent or any other amount due under
such lease prior to the first date such lease may be terminated without penalty.


 


“Capital Stock” means:


 


(a)            in
the case of a corporation, corporate stock;


 


(b)            in
the case of a Bermuda exempted company and a Cayman Islands exempted company, shares (of any class) in its capital;


 


(c)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;


 


(d)            in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and


 


(e)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or
not such debt securities include any right of participation with Capital Stock.


 


“Cash Equivalents” means:


 


(a)            direct
obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the European
Union, the government of a member state of the European Union, the United States of America, the United Kingdom, Switzerland or
Canada (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed
by the full faith and credit of the European Union, the relevant member state of the European Union or the United States of America,
the United Kingdom, Switzerland or Canada, as the case may be, and which are not callable or redeemable at the Issuer’s
option;


 



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(b)            overnight
bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits (and similar instruments)
with maturities of 12 months or less from the date of acquisition issued by a bank or trust company which is organized under, or authorized
to operate as a bank or trust company under, the laws of a member state of the European Union or of the United States of America or any
state thereof, Switzerland, the United Kingdom, Australia or Canada; provided that such bank or trust company has capital, surplus
and undivided profits aggregating in excess of $250.0 million (or the foreign currency equivalent thereof as of the date of such investment)
and whose long-term debt is rated “A-1” or higher by Moody’s or “A+” or higher by S&P or the equivalent
rating category of another internationally recognized rating agency; provided, further, that any cash held pursuant to clause
(f) below not covered by the foregoing may be held through overnight bank deposits, time deposit accounts, certificates of deposit,
banker’s acceptances and money market deposits (and similar instruments) with maturities of 12 months or less from the date of acquisition
issued by a bank or trust company organized and operating in the applicable jurisdiction;


 


(c)            repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a) and (b) above
entered into with any financial institution meeting the qualifications specified in clause (b) above;


 


(d)            commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after
the date of acquisition;


 


(e)            money
market funds or other mutual funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through
(d) of this definition; and


 


(f)            cash
in any currency in which the Issuer and its Subsidiaries now or in the future operate, in such amounts as the Issuer determines to be
necessary in the ordinary course of their business.


 


“Change of Control” means the
occurrence of either of the following:


 


(a)            the
sale, lease or transfer (other than by way of merger, amalgamation or consolidation, including any merger, amalgamation or consolidation
solely for the purpose of reorganizing the Issuer in another jurisdiction to realize tax or other benefits), in one or a series of related
transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than NCL
Holdings, the Issuer or any Subsidiary; or


 


(b)            the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger,
consolidation, amalgamation or other business combination or purchase of ultimate beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer.


 






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“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event.


 


“Clearstream” means Clearstream
Banking, société anonyme.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Collateral” means the following:


 


(a)            all
assets (other than certain excluded assets to be set forth in the Security Documents) of the Guarantors; and


 


(b)            each
of the Vessels owned or operated by Norwegian Epic, Ltd. (which Vessel is flagged in the Bahamas), Pride of Hawaii, LLC (which Vessel
is flagged in the Bahamas) and Sirena Acquisition (which Vessel is flagged in the Marshall Islands) on the Issue Date (collectively, the
 “Pledged Vessels”) and, in each case, assignments of insurances and earnings in respect of such Pledged Vessels, in
each case except to the extent prohibited by applicable law or contract.


 


“Commission” means the U.S.
Securities and Exchange Commission.


 


“Consolidated EBITDA” means,
with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus (a) the following
to the extent deducted in calculating such Consolidated Net Income, without duplication:


 


(1)            provision
for Taxes (including without duplication, Tax distributions) based on income, profits or capital of a Person and its Subsidiaries for
such period, including, without limitation, state, franchise and similar taxes;


 


(2)            interest
expense (and to the extent not included in interest expense, (x) all cash dividend payments (excluding items eliminated in consolidation)
on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of
a Person and its Subsidiaries for such period (net of interest income of a Person and its Subsidiaries for such period);


 


(3)            depreciation
and amortization expenses of a Person and its Subsidiaries for such period;


 


(4)            business
optimization expenses and other restructuring charges (which, for the avoidance of doubt, shall include, without limitation, the effect
of optimization programs, facility closures, retention, severance, systems establishment costs and excess pension charges);


 






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(5)            any
other non-cash charges; provided that, for purposes of this subclause (5) of this clause (a), any non-cash charges or losses shall
be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made; and


 


(6)            the
amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to any Affiliate (or any accruals
related to such fees and related expenses) during such period not in contravention of the provisions described under ‎‎Section 4.10,


 


minus
(b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net
Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of the Issuer
and the Subsidiaries for such period (but excluding any such items (i) in respect of which cash was received in a prior period or
will be received in a future period or (ii) which represent the reversal of any accrual of, or cash reserve for, anticipated cash
charges in any prior period).


 


“Consolidated Net Income” means,
with respect to any specified Person for any period, the aggregate of the net income (loss) attributable to such Person and its Subsidiaries
which are Restricted Subsidiaries for such period, determined on a consolidated basis, determined in accordance with GAAP and without
any reduction in respect of preferred stock dividends; provided that:


 


(a)            any
net after tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating
thereto) including, without limitation, any severance, relocation or other restructuring expenses, and fees, expenses or charges related
to any offering of Equity Interests, any Investment, acquisition or Indebtedness permitted to be incurred hereunder (in each case, whether
or not successful), shall be excluded;


 


(b)            any
net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall
be excluded;


 


(c)            any
net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions
other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded;


 


(d)            any
net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness
shall be excluded;


 


(e)            (i) the
net income for such period of any person that is not a subsidiary of such Person, or is an Unrestricted Subsidiary or that is accounted
for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments
paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such period and (ii) the
net income for such period shall include any ordinary course dividend, distribution or other payment in cash received from any Person
in excess of the amounts included in clause (i);


 






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(f)             Consolidated
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;


 


(g)            any
increase in amortization or depreciation or any non-cash charges or increases or reductions in net income resulting from purchase accounting
in connection with any acquisition that is consummated on or after the Issue Date shall be excluded;


 


(h)            any
non-cash impairment charges resulting from the application of ASC 350 and ASC 360, and the amortization of intangibles and other fair
value adjustments arising pursuant to ASC 805, shall be excluded;


 


(i)             any
non-cash expenses realized or resulting from employee benefit plans or post-employment benefit plans, grants of stock appreciation or
similar rights, stock options, restricted stock grants or other rights to officers, directors and employees of such person or any of its
subsidiaries shall be excluded;


 


(j)             accruals
and reserves that are established within twelve months after the Issue Date and that are so required to be established in accordance with
GAAP shall be excluded; provided that to the extent (i) any such accrual or reserve is later reduced or eliminated or (ii) any
cash expenditure is later incurred with respect to such accrual or reserve, then in each case a corresponding amount shall be included
in Consolidated Net Income in the same period;


 


(k)            non-cash
gains, losses, income and expenses resulting from fair value accounting required by ASC 815 shall be excluded;


 


(l)             any
gain, loss, income, expense or charge resulting from the application of last in first out accounting shall be excluded;


 


(m)            currency
translation gains and losses related to currency re-measurements of Indebtedness, and any net loss or gain resulting from interest rate
swap agreements for currency exchange risk, shall be excluded;


 


(n)            to
the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by
the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with
a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty
events or business interruption shall be excluded; provided that any proceeds of such reimbursement when received shall be excluded from
the calculation of Consolidated Net Income to the extent the expense reimbursed was previously excluded pursuant to this clause (n); and


 






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(o)            non-cash
charges for deferred tax asset valuation allowances shall be excluded.


 


“Consolidated Total Indebtedness”
means, at any date, the sum of (without duplication) all Indebtedness (other than letters of credit, to the extent undrawn) consisting
of Capital Lease Obligations, Indebtedness for borrowed money and Disqualified Stock of the Issuer and the Subsidiaries determined
on a consolidated basis on such date in accordance with GAAP.


 


“Consolidated Total Leverage Ratio”
means as of any date of determination, the ratio of Consolidated Total Indebtedness on such day less the unrestricted cash and Permitted
Investments to Consolidated EBITDA of the Issuer and its Restricted Subsidiaries as of and for the Issuer’s most recently ended
four full fiscal quarters for which internal financial statements are available immediately preceding the date of calculation; in each
case, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth
in the definition of “Fixed Charge Coverage Ratio.”


 


“continuing” means, with respect
to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Credit Facilities” means
one or more debt facilities, instruments or arrangements incurred by the Issuer or any Restricted Subsidiary (including but not
limited to the ARCA) with banks, other institutions or investors providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such
institutions against such receivables), letters of credit, notes or other Indebtedness, in each case, as amended, restated,
modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time
(and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative
agent or agents or trustees or other banks or institutions and whether provided under the ARCA or one or more other credit or other
agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents
executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant
thereto and any Guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit
applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the
generality of the foregoing, the term “Credit Facilities” shall include any agreement or instrument (1) changing
the maturity of any Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Issuer as
additional borrowers, issuers or guarantors thereunder, (3) increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.


 


“Custodian” means any receiver,
trustee, assignee, liquidator, custodian, administrator or similar official under any Bankruptcy Law.


 






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“Customary Intercreditor Agreement”
means an intercreditor agreement providing for payment subordination or lien priority, payment blockage and enforcement limitation terms
with respect which are customary in the good faith judgment of the Issuer as evidenced in an Officer’s Certificate.


 


“Default” means any event that
is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive
Registered Note” means, with respect to the Notes, a certificated Note registered in the name of the Holder thereof and issued
in accordance with ‎‎Section 2.06 hereof, substantially in the form of Exhibit A attached hereto except that
such Note shall not bear the legends applicable to Global Notes and shall not have the “Schedule of Principal Amount in the Global
Note” attached thereto.


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which
it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock,
in whole or in part, on or prior to the six-month anniversary of the date that the Notes mature. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the
issuer thereof to repurchase such Capital Stock upon the occurrence of a “change of control” or an “asset sale”
will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer thereof may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with ‎‎Section 4.08.
For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with
the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified
Stock, such Fair Market Value to be determined as set forth herein.


 


“DTC” means The Depository Trust
Company, a New York corporation, its nominees and successors.


 


“ECA Entities” means any entity
that directly owns an ECA Vessel and any Vessel with an Appraised Value in excess of $100.0 million that is purchased with the proceeds
of any sale of any ECA Vessel or ECA Entity.


 


“ECA Facilities” means the agreements
governing Existing Indebtedness, other than the ARCA, the Existing Notes, the New Exchangeable Notes and the New Unsecured Notes, under
which the obligations are secured by Liens on one or more ECA Vessels (each, an “ECA Facility”).


 






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“ECA Vessels” means Norwegian
Breakaway, Norwegian Getaway, Norwegian Escape, Norwegian Joy, Norwegian Bliss, Norwegian Encore, Marina, Riviera, Seven Seas Explorer,
Seven Seas Splendor and any Vessel with an Appraised Value in excess of $100.0 million that is purchased with the proceeds of any sale
of any ECA Vessel or ECA Entity.


 


“Equity Interests” means Capital
Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).


 


“Equity Offering” means a public
or private sale either (a) of the Equity Interests (other than Disqualified Stock and other than offerings registered on Form S-8
(or any successor form) under the U.S. Securities Act or any similar offering in other jurisdictions) of the Issuer or (b) of the
Equity Interests of a direct or indirect parent entity of the Issuer to the extent that the net proceeds therefrom are contributed to
the equity capital of the Issuer or any of its Restricted Subsidiaries.


 


“Euroclear” means Euroclear
SA/NV.


 


“Event of Loss” means the actual
or constructive total loss, arranged or compromised total loss, destruction, condemnation, confiscation, requisition, seizure or forfeiture
of, or other taking of title or use of, a Vessel.


 


“Existing Collateral Liens”
has the meaning assigned to such term in the definition of “Permitted Collateral Liens.”


 


“Existing Exchangeable
Notes” means the 5.375% exchangeable senior notes due 2025 issued by the Issuer, the 6.00% exchangeable senior notes due
2024 issued by the Issuer and the 1.125% exchangeable senior notes due 2027 issued by the Issuer, each as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether with the existing holders or otherwise), restructured,
repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity
thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements
or any successor or replacement agreement or agreements or increasing the amount of notes issued thereunder (in each case subject to
compliance with ‎‎Section 4.06)
or altering the maturity thereof.


 


“Existing Indebtedness” means
all Indebtedness of the Issuer and its Restricted Subsidiaries in existence on March 3, 2021, the New Exchangeable Notes and the
New Unsecured Notes.


 


“Existing Notes” means the Existing
Secured Notes, the Existing Exchangeable Notes and the Existing Unsecured Notes, collectively.


 


“Existing Secured Notes” means
the 12.25% senior secured notes due 2024 issued by the Issuer and the 10.250% senior secured notes due 2026 issued by the Issuer, each
as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the existing holders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the
maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements
or any successor or replacement agreement or agreements or increasing the amount of notes issued thereunder (in each case subject to compliance
with Section 4.06) or altering the maturity thereof.


 






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“Existing Unsecured Notes” means
the 3.625% senior unsecured notes due 2024 issued by the Issuer, the 5.875% senior notes due 2026 issued by the Issuer and the 6.125%
senior notes due 2028 issued by NCL Finance, Ltd., each as amended, restated, supplemented, waived, replaced (whether or not upon
termination, and whether with the existing holders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from
time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all
or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing
the amount of notes issued thereunder (in each case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“Fair Market Value” means the
value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress of either party,
determined in good faith by the Issuer’s Chief Executive Officer or responsible accounting or financial officer of the Issuer.


 


“FATCA”
means current Sections 1471 through 1474 of the Code or any amended or successor version that is substantively comparable and not materially
more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement
between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the
foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described above).


 


“FATCA Withholding” means any
withholding or deduction required under FATCA.


 


“First Call Date” means February 15,
2024.


 


“Fitch” means Fitch Ratings
Inc.


 


“Fixed Charge Calculation Date”
has the meaning assigned to such term in the definition of “Fixed Charge Coverage Ratio.”


 






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“Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of Consolidated EBITDA of such Person for such period to the Fixed Charges
of such Person for such period. In the event that the Issuer or any of its Restricted Subsidiaries incurs, repays, repurchases or redeems
any Indebtedness or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period
for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Fixed Charge Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving
pro forma effect to such incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption
of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period except that
any Indebtedness incurred in connection with the financing of a new Vessel shall be deemed to have not been incurred until the relevant
delivery date for such Vessel, after which delivery date such Indebtedness shall be deemed to have been incurred on the first day of such
four-quarter reference period; provided, however, that the pro forma calculation of Fixed Charges shall not give effect to (i) any
Permitted Debt incurred on the Fixed Charge Calculation Date or (ii) the discharge on the Fixed Charge Calculation Date of any Indebtedness
to the extent that such discharge results from the proceeds of Permitted Debt.


 


In addition, for purposes of calculating the
Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued
operations (as determined in accordance with GAAP) and any operational changes, business realignment projects or initiatives,
restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the
four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge
Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro
forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued
operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations which
would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost saving
(and the change of any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred
on the first day of the four-quarter reference period. On or following the delivery date of any new Vessel and for so long as such
four-quarter reference period includes such delivery date, in the event that the Issuer or any Subsidiary took delivery of any new
Vessel during such four-quarter reference period, Consolidated EBITDA shall include the projected Consolidated EBITDA (based on
reasonable assumptions) for such Vessel as if such Vessel had been in operation on the first day of such four-quarter reference
period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into
the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition,
merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative,
restructuring or reorganization that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative,
restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such
period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted
Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if
such designation had occurred at the beginning of the applicable four-quarter period.


 






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For purposes of this definition, whenever pro
forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable
good faith determination of the Issuer as set forth in an Officer’s Certificate, to reflect operating expense reductions and other
operating improvements, synergies or cost savings reasonably expected to result from the applicable event. Any calculation of the Fixed
Charge Coverage Ratio may be made, at the option of the Issuer, either (i) at the time the Board of Directors of the Issuer approves
the action necessitating the calculation of the Fixed Charge Coverage Ratio or (ii) at the completion of such action necessitating
the calculation of the Fixed Charge Coverage Ratio.


 


If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect
on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations
applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capital Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of
the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the
computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness
that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such
optional rate chosen as the Issuer may designate.


 


For purposes of this definition, any amount in
a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most
recent twelve-month period immediately prior to the date of determination in a manner consistent with that used in calculating Consolidated
EBITDA for the applicable period.


 


“Fixed Charges” means, with
respect to any specified Person for any period, the sum, without duplication, of:


 


(a)            the
consolidated interest expense (net of interest income) of such Person and its Restricted Subsidiaries for such period related to Indebtedness,
whether paid or accrued, including, without limitation, amortization of debt discount (but not debt issuance costs), non-cash interest
payments, the interest component of deferred payment obligations, commissions, discounts and other fees and charges incurred in respect
of letter of credit or bankers’ acceptance financings, net of the effect of all payments made or received pursuant to Hedging Obligations
in respect of interest rates; plus


 


(b)            the
consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries that was capitalized during such period;
plus


 






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(c)            any
interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries which are Restricted Subsidiaries
or is secured by a Lien on assets of such Person or one of its Subsidiaries which are Restricted Subsidiaries; plus


 


(d)            the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of any Restricted
Subsidiary, other than dividends on Equity Interests payable to the Issuer or a Restricted Subsidiary, times (b) a fraction,
the numerator of which is one and the denominator of which is one minus then current combined national, state and local statutory tax
rate of such Person, expressed as a decimal, as estimated in good faith by a responsible accounting or financial officer of the Issuer.


 


Notwithstanding any of the foregoing, Fixed Charges shall not include
(i) any payments on any operating leases, (ii) any non-cash interest expense resulting from the application of Accounting Standards
Codification Topic 470-20 “Debt — Debt with Conversion Options — Recognition” or (iii) the interest component
of all payments associated with Capital Lease Obligations.


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions 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 or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect to any
Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but
the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.


 


“Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges
its full faith and credit.


 


“Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business, of all or any part of
any Indebtedness (whether arising by agreements to keep-well, to take or pay or to maintain financial statement conditions, pledges of
assets, sureties or otherwise).


 


“Guarantors” means any Restricted
Subsidiary that guarantees the Notes in accordance with the provisions of this Indenture, and their respective successors and assigns,
until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.


 






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“Hedging Obligations” means,
with respect to any specified Person, the obligations of such Person under:


 


(a)            interest
rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar
agreements;


 



(b)            other
agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(c)            other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.


 


“Holder” means each Person in
whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of DTC, Euroclear or Clearstream.


 


“H.15” has the meaning assigned
to such term in the definition of “Treasury Rate.”


 


“Indebtedness” means, with respect
to any specified Person (excluding accrued expenses and trade payables), without duplication:


 


(a)            the
principal amount of indebtedness of such Person in respect of borrowed money;


 


(b)            the
principal amount of obligations of such Person evidenced by bonds, notes, debentures or similar instruments for which such Person is responsible
or liable;


 


(c)            reimbursement
obligations of such Person in respect of letters of credit, bankers’ acceptances or similar instruments (except to the extent such
reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence), in each case only
to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness;


 


(d)            Capital
Lease Obligations of such Person;


 


(e)            the
principal component of all obligations of such Person to pay the balance deferred and unpaid of the purchase price of any property or
services due more than one year after such property is acquired or such services are completed;


 


(f)            net
obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value
of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time); and


 


(g)            Attributable
Debt of such Person;


 


if and to the extent any of the preceding items
(other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent
not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.


 






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The term “Indebtedness” shall not include:


 


(a)            anything
accounted for as an operating lease in accordance with GAAP as at the Issue Date;


 


(b)            contingent
obligations in the ordinary course of business;


 


(c)            in
connection with the purchase by the Issuer or any Restricted Subsidiary of any business, any post-closing payment adjustments to which
the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the
performance of such business after the closing;


 


(d)            deferred
or prepaid revenues;


 


(e)            purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the
applicable seller;


 


(f)             any
contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations
or contributions or similar claims, obligations or contributions or social security or wage Taxes;


 


(g)            [reserved];
or


 


(h)            any
Capital Stock.


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.


 


“Interest Payment Date” means
the Stated Maturity of an installment of interest on the Notes.


 


“Investment Grade” means (1) with
respect to S&P or Fitch, a rating equal to or higher than BBB- (or the equivalent), (2) with respect to Moody’s, a rating
equal to or higher than Baa3 (or the equivalent) and (3) with respect to any additional Rating Agency or Rating Agencies selected
by the Issuer, the equivalent investment grade credit rating.


 


“Investments”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers made in
the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests
or other securities, together with all items that are or would be classified as Investments on a balance sheet prepared in accordance
with GAAP. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed
to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the
Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of ‎Section 4.08.
Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and
without giving effect to subsequent changes in value.


 






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“Issue Date” means February 18,
2022.


 


“Issuer Order” means a written
order signed in the name of the Issuer by any Person authorized by a resolution of the Board of Directors of the Issuer.


 


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any
lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give
any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


“Management Advances” means
loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers or employees of the Issuer or
any Restricted Subsidiary:


 


(a)            in
respect of travel, entertainment or moving (including tax equalization) related expenses incurred in the ordinary course of business;


 


(b)            in
respect of moving (including tax equalization) related expenses incurred in connection with any closing or consolidation of any office;
or


 


(c)            in
the ordinary course of business and (in the case of this clause (c)) not exceeding $5.0 million in the aggregate outstanding at any time.


 


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


 


“NCL Holdings” means Norwegian
Cruise Line Holdings Ltd., the direct parent company of the Issuer.


 


“Net Book Value” means, with
respect to any asset or property at any time, the net book value of such asset or property as reflected on the most recent balance sheet
of the Issuer at such time, determined on a consolidated basis in accordance with GAAP.


 






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“Net Proceeds” means with respect
to any Asset Sale or Event of Loss, the aggregate cash proceeds and Cash Equivalents received by the Issuer or any of its Restricted
Subsidiaries in respect of such Asset Sale or Event of Loss (including, without limitation, any cash or Cash Equivalents received upon
the sale or other disposition of any non-cash consideration received in any Asset Sale), provided that with respect to any Asset Sale
or Event of Loss, such amount shall be net of the direct costs relating to such Asset Sale or Event of Loss, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale
or Event of Loss, taxes paid or payable as a result of the Asset Sale or Event of Loss, any charges, payments or expenses incurred in
connection with an Asset Sale or Event of Loss (including, without limitation, (i) any exit or disposal costs, (ii) any repair,
restoration or environmental remediation costs, charges or payments, (iii) any penalties or fines resulting from such Event of Loss,
(iv) any severance costs resulting from such Event of Loss, (v) any costs related to salvage, scrapping or related activities
and (vi) any fees, settlement payments or other charges related to any litigation or administrative proceeding resulting from such
Event of Loss) and any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established
in accordance with GAAP. To the extent the amounts that must be netted against any cash proceeds and Cash Equivalents cannot be reasonably
determined by the Issuer with respect to any Asset Sale or Event of Loss, such cash proceeds and Cash Equivalents shall not be deemed
received until such amounts to be netted are known by the Issuer.


 


“New Exchangeable Notes” means
the 2.50% exchangeable senior notes due 2027 issued by the Issuer, as amended, restated, supplemented, waived, replaced (whether or not
upon termination, and whether with the existing holders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified
from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring
all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing
the amount of notes issued thereunder (in each case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“New Unsecured Notes” means
the 7.750% senior notes due 2029 issued by the Issuer, as amended, restated, supplemented, waived, replaced (whether or not upon termination,
and whether with the existing holders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time,
including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion
of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing the amount
of notes issued thereunder (in each case subject to compliance with Section 4.06) or altering the maturity thereof.


 


“New Vessel Aggregate Secured Debt Cap”
means the sum of each of the New Vessel Secured Debt Caps (with such New Vessel Aggregate Secured Debt Cap to be expressed as the sum
of the euro and U.S. dollar denominations of the New Vessel Secured Debt Caps reflected in the New Vessel Aggregate Secured Debt Cap).


 


“New Vessel Financing” means
any financing arrangement (including but not limited to a sale and leaseback transaction or bareboat charter or lease or an arrangement
whereby a Vessel under construction is pledged as collateral to secure the indebtedness of a shipbuilder), entered into by the Issuer
or a Restricted Subsidiary for the purpose of financing or refinancing all or any part of the purchase price, cost of design or construction
of a Vessel or Vessels or the acquisition of Capital Stock of entities owning or to own Vessels, provided that any Vessel contracted for
construction, under construction or completed on the Issue Date is not a Vessel to which this definition applies.


 






    26


    


    

 


“New Vessel Secured Debt Cap”
means, in respect of a New Vessel Financing, no more than 90% of the contract price (including any amendment to the contract price) for
the acquisition and any other Ready for Sea Cost of the related Vessel (and 100% of any related export credit insurance premium), expressed
in euros or U.S. dollars, as the case may be, being financed by such New Vessel Financing.


 


“Note Documents” means the
Notes, any Additional Notes, the Note Guarantees, this Indenture, the Security Documents and any other agreements, documents or
instruments related to any of the foregoing, as they may be amended, restated, modified, renewed, supplemented, refunded, replaced
or refinanced, from time to time.


 


“Note Guarantee” means the Guarantee
by each Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.


 


“Note Obligations” means the
Obligations of the Issuer and the Guarantors under the Note Documents.


 


“Obligations” means any principal,
interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.


 


“Offering Memorandum” means
the final offering memorandum in respect of the Notes dated February 10, 2022.


 


“Officer”
means, with respect to any Person, the Chairman or Vice-Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, an Executive Vice President, a Senior Vice President or Vice President, the Treasurer, an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary, an Assistant Secretary, or any individual designated by the Board of Directors,
of such Person.


 


“Officer’s Certificate”
means a certificate signed on behalf of the Issuer by an Officer.


 


“Opinion of Counsel” means a
written opinion from legal counsel, subject to customary exceptions and qualifications. The counsel may be an employee of or counsel to
the Issuer.


 


“Permitted Business” means (a) in
respect of the Issuer and its Restricted Subsidiaries, any businesses, services or activities engaged in by the Issuer or any of the Restricted
Subsidiaries on the Issue Date and (b) any businesses, services and activities engaged in by the Issuer or any of its Restricted
Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments
of any thereof.


 






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“Permitted Collateral Liens”
means:


 


(A)           Liens
on the Collateral described in one or more of clauses (a), (c), (f), (g), (h), (i), (j), (k), (l), (n), (o), (s), (t), (v), (z), (aa)
(as to operating leases) and (ee) (but to the extent related to the foregoing clauses) of the definition of “Permitted Liens”;


 


(B)            Liens
on the Collateral to secure Indebtedness of the Issuer or a Restricted Subsidiary in an aggregate amount of up to $25.0 million; and


 


(C) Liens on the Collateral existing on the
Issue Date, until the date that is four (4) succeeding Business Days after the Issue Date (the “Existing Collateral Liens”).


 


“Permitted Investments” means:


 


(a)            any
Investment in the Issuer or a Restricted Subsidiary;


 


(b)            any
Investment in cash in U.S. dollars, euros, Swiss francs, U.K. pounds sterling or Australian dollars, and Cash Equivalents;


 


(c)            any
Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment:


 


(i)            such
Person becomes a Restricted Subsidiary; or


 


(ii)            such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, the Issuer or a Restricted Subsidiary;


 


(d)            any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with
‎‎Section 4.09 or any other disposition of assets not
constituting an Asset Sale;


 


(e)            any
acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the
Issuer;


 


(f)            any
Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary
course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons
who are not Affiliates;


 


(g)            Investments
in receivables owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business;


 






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(h)            Investments
represented by Hedging Obligations, which obligations are permitted to be incurred under ‎‎Section 4.06(b)(ix);


 


(i)             repurchases
of Indebtedness not constituting a Restricted Payment (other than any Permitted Investment permitted pursuant to this clause (i));


 


(j)            any
Guarantee of Indebtedness permitted to be incurred under ‎‎Section 4.06
other than a Guarantee of Indebtedness of an Affiliate of the Issuer that is not a Restricted Subsidiary;


 


(k)            any
Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment consisting of an extension,
modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided
that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue
Date or (b) as otherwise permitted under this Indenture;


 


(l)             Investments
acquired after the Issue Date as a result of the acquisition by the Issuer or any Restricted Subsidiary of another Person, including by
way of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries in a transaction that is
not prohibited by ‎‎Article Five after the Issue Date
to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were
in existence on the date of such acquisition, merger, amalgamation or consolidation;


 


(m)           Management
Advances;


 


(n)            Investments
consisting of the licensing of intellectual property rights pursuant to joint marketing arrangements with other Persons in the ordinary
course of business;


 


(o)            Investments
consisting of, or to finance the acquisition, purchase, charter or leasing or the construction, installation or the making of any improvement
with respect to any asset (including Vessels) or purchases and acquisitions of inventory, supplies, materials, services or equipment or
purchases of contract rights, licenses or leases of intellectual property rights (including prepaid expenses and advances to suppliers),
in each case, in the ordinary course of business (including, for the avoidance of doubt any deposits made to secure the acquisition, purchase
or construction of, or any options to acquire, any vessel);


 


(p)            other
Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (p) that are
at the time outstanding not to exceed the greater of $500.0 million and 2.75% of Total Tangible Assets of the Issuer; provided that if
an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted
Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to ‎Section 4.08,
such Investment, if applicable, shall thereafter be deemed to have been made pursuant to clause (a) or (c) of the definition
of “Permitted Investments” and not this clause;


 






    29


    


    

 


(q)            Investments
in joint ventures or other Persons having an aggregate Fair Market Value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause
(q) that are at the time outstanding, not to exceed the greater of $300.0 million and 1.75% of Total Tangible Assets of the
Issuer; provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such
Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to
Section ‎‎4.08, such Investment, if applicable,
shall thereafter be deemed to have been made pursuant to clause (a) or (c) of the definition of “Permitted
Investments” and not this clause;


 


(r)            additional
Investments in joint ventures in which the Issuer or any of its Restricted Subsidiaries holds an Investment existing on the Issue Date,
provided such Investments are made in the ordinary course of business; and


 


(s)            additional
Investments in additional joint ventures held by the Issuer or any Restricted Subsidiary engaged in a Permitted Business, provided that
the Equity Interests held by the Issuer or such Restricted Subsidiary in such Investments or joint ventures are pledged as Collateral.


 


“Permitted Jurisdictions” means
(i) any state of the United States of America, the District of Columbia or any subdivision thereof or territory of the United States
of America, (ii) Panama, (iii) Bermuda, (iv) the Commonwealth of The Bahamas, (v) the Isle of Man, (vi) the Marshall
Islands, (vii) Liberia, (viii) Barbados and (ix) the Cayman Islands.


 


“Permitted Liens” means:


 


(a)            Liens
in favor of the Issuer or any of the Guarantors;


 


(b)            Liens
on property (including Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or
into, amalgamated with or consolidated with the Issuer or any Restricted Subsidiary; provided that such Liens were in existence prior
to the contemplation of such Person becoming a Restricted Subsidiary or such merger, amalgamation or consolidation, were not incurred
in contemplation thereof and do not extend to any assets other than those of the Person (or the Capital Stock of such Person) that becomes
a Restricted Subsidiary or is merged with or into, amalgamated with or consolidated with the Issuer or any Restricted Subsidiary;


 


(c)            Liens
to secure the performance of statutory obligations, insurance, surety, bid, performance, travel or appeal bonds, credit card processing
arrangements (provided that such Liens in respect of credit card processing arrangements are on a junior basis to the Liens securing the
Notes), workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business
(including Liens to secure letters of credit or similar instruments issued to assure payment of such obligations or for the protection
of customer deposits or credit card payments);


 






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(d)            Liens
on any property or assets of the Issuer or any Restricted Subsidiary for the purpose of securing Capital Lease Obligations, purchase
money obligations, mortgage financings or other Indebtedness, in each case, incurred pursuant to‎‎ Section 4.06(b)(iv) in
connection with the financing of all or any part of the purchase price, lease expense, rental payments or cost of design,
construction, installation, repair, replacement or improvement of property, plant or equipment or other assets (including Capital
Stock) used in the business of the Issuer or any of its Restricted Subsidiaries; provided that any such Lien may not extend to any
assets or property owned by the Issuer or any of its Restricted Subsidiaries at the time the Lien is incurred other than
(i) the assets (including Vessels) and property acquired, improved, constructed, leased or financed and improvements,
accessions, proceeds, products, dividends and distributions in respect thereof (provided that to the extent any such Capital Lease
Obligations, purchase money obligations, mortgage financings or other Indebtedness relate to multiple assets or properties, then all
such assets and properties may secure any such Capital Lease Obligations, purchase money obligations, mortgage financings or other
Indebtedness) and (ii) to the extent such Lien secures financing in connection with the purchase of a Vessel, Related Vessel
Property; provided further that any such assets or property subject to such Lien do not constitute Collateral;


 


(e)            Liens
existing on March 3, 2021;


 


(f)            Liens
for taxes, assessments or governmental charges or claims that (x) are not yet overdue by more than 30 days or (y) if overdue
by more than 30 days are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or
sale of the property subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP;


 


(g)            Liens
imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’, materialmen’s, repairmen’s,
construction or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested
in good faith by appropriate proceedings and in respect of which, if applicable, the Issuer or any Restricted Subsidiary shall have set
aside on its books reserves in accordance with GAAP; and with respect to Vessels: (i) Liens fully covered (in excess of customary
deductibles) by valid policies of insurance and (ii) Liens for general average and salvage, including contract salvage; or Liens
arising solely by virtue of any statutory or common law provisions relating to attorney’s liens or bankers’ liens, rights
of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;


 


(h)            survey
exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone
lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection
with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their
use in the operation of the business of such Person;


 






    31


    


    

 


(i)             Liens
created for the benefit of (and to secure) the Notes (or the Note Guarantees) issued on the Issue Date;


 


(j)             Liens
securing Indebtedness under Hedging Obligations, which obligations are permitted to be incurred under ‎Section 4.06(b)(ix);


 


(k)            Liens
on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;


 


(l)             Liens
arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related
to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;


 


(m)           Liens
on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;


 


(n)            Liens
on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect
of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;


 


(o)            leases,
licenses, subleases and sublicenses of assets in the ordinary course of business and Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of assets entered into in the ordinary course of business;


 


(p)            [reserved];


 


(q)            (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord
or other third party on property over which the Issuer or any Restricted Subsidiary has easement rights or on any real property leased
by the Issuer or any Restricted Subsidiary and subordination or similar agreements relating thereto and (ii) any condemnation or
eminent domain proceedings or compulsory purchase order affecting real property;


 


(r)             Liens
securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities;


 


(s)            Liens
on Unearned Customer Deposits (i) in favor of payment processors pursuant to agreements therewith consistent with industry practice
or (ii) in favor of customers;


 


(t)             pledges
of goods, the related documents of title and/or other related documents arising or created in the ordinary course of the Issuer’s
or any Restricted Subsidiary’s business or operations as Liens only for Indebtedness to a bank or financial institution directly
relating to the goods or documents on or over which the pledge exists;


 






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(u)            Liens
over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any permitted disposal by the Issuer
or a Restricted Subsidiary on condition that the cash paid into such escrow account in relation to a disposal does not represent more
than 15.0% of the net proceeds of such disposal;


 


(v)            Liens
incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary arising from Vessel chartering, dry-docking, maintenance,
repair, refurbishment, the furnishing of supplies and bunkers to Vessels or masters’, officers’ or crews’ wages and
maritime Liens, in the case of each of the foregoing, which were not incurred or created to secure the payment of Indebtedness;


 


(w)           Liens
securing an aggregate principal amount of Indebtedness not to exceed the aggregate amount of Indebtedness permitted to be incurred pursuant
to ‎Section 4.06(b)(v); provided that such Lien extends only
to (i) the assets (including Vessels), purchase price or cost of design, construction, installation or improvement of which is financed
or refinanced thereby and any improvements, accessions, proceeds, products, dividends and distributions in respect thereof, (ii) any
Related Vessel Property or (iii) the Capital Stock of a Vessel Holding Issuer;


 


(x)            Liens
created on any asset of the Issuer or a Restricted Subsidiary established to hold assets of any stock option plan or any other management
or employee benefit or incentive plan or unit trust of the Issuer or a Restricted Subsidiary securing any loan to finance the acquisition
of such assets;


 


(y)            Liens
incurred by the Issuer or any Restricted Subsidiary with respect to obligations that do not exceed the greater of $200.0 million and 1.25%
of Total Tangible Assets at any one time outstanding;


 


(z)            Liens
arising from financing statement filings (or similar filings in any applicable jurisdiction) regarding operating leases entered into by
the Issuer and its Restricted Subsidiaries in the ordinary course of business;


 


(aa)          any
interest or title of a lessor under any Capital Lease Obligation or an operating lease;


 


(bb)         Liens
on the Equity Interests of Unrestricted Subsidiaries;


 


(cc)          Liens
on Vessels under construction securing Indebtedness of shipyard owners and operators;


 


(dd)         Liens
that secure the Existing Secured Notes until such Liens are terminated as described in the Offering Memorandum; and


 






    33


     


    

 


(ee)          any
extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through
(dd); provided that (x) any such Lien is limited to all or part of the same property or assets (plus improvements, accessions,
proceeds, products or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which
the original Lien arose, could secure) the Indebtedness being extended, renewed, refinanced or replaced and (y) the
Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of the outstanding principal
amount or, if greater, committed amount of such Indebtedness at the time the original Lien became a Permitted Lien under this
Indenture and an amount necessary to pay any fees and expenses, including premiums, related to such extension, renewal, refinancing
or replacement.


 


“Permitted Refinancing Indebtedness”
means any Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries, any Disqualified Stock issued by the Issuer or any
of its Restricted Subsidiaries and any preferred stock issued by any Restricted Subsidiary, in each case, in exchange for, or the net
proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge other Indebtedness of the Issuer or any
of its Restricted Subsidiaries (other than intercompany Indebtedness), including Permitted Refinancing Indebtedness; provided that:


 


(a)            the
aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price, or, if
greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) of such
new Indebtedness, the liquidation preference of such new Disqualified Stock or the amount of such new preferred stock does not exceed
the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price or, if greater,
committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) of the Indebtedness,
the liquidation preference of the Disqualified Stock or the amount of the preferred stock (plus in each case the amount of accrued and
unpaid interest or dividends on and the amount of all fees and expenses, including premiums, incurred in connection with the incurrence
or issuance of, such Indebtedness, Disqualified Stock or preferred stock) renewed, refunded, refinanced, replaced, exchanged, defeased
or discharged;


 


(b)           such
Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity date
of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the final maturity
date of the Notes and (b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity
of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;


 


(c)            if
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes
or the Note Guarantees, as the case may be, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or
the Note Guarantees, as the case may be, on terms at least as favorable to the holders of Notes or Note Guarantees, as the case may be,
as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased
or discharged; and


 


(d)            if
such Indebtedness is incurred either by the Issuer (if the Issuer was the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged) or by the Restricted Subsidiary that was the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged, such Indebtedness is guaranteed only by Persons who were obligors on the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged.


 






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“Permitted Tax Distributions”
means (i) dividends or other distributions to pay any U.S. federal, state, local or non-U.S. income taxes actually payable by the
direct or indirect holders of the Issuer’s Capital Stock (or, in the case of any such holder that owns any assets other than the
Issuer’s Capital Stock at any applicable time, the U.S. federal, state, local or non-U.S. income taxes that would have been actually
payable had such holder owned no other assets) by virtue of the fact that the Issuer is a pass-through entity for U.S. federal, state,
local or non-U.S. income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after December 31, 2011
and, to the extent resulting from audit adjustments after the Issue Date, for any such taxable year (or portion thereof) ending prior
to December 31, 2011 and (ii) for any taxable year (or portion thereof) for which the Issuer is a member of a group filing a
consolidated, group, affiliated, combined or unitary tax return (including any such group or similar group under U.S. federal, state,
local or non-U.S. law) with any parent entity, any dividends or other distributions to fund any U.S. federal, state, local or non-U.S.
income taxes that are attributable to the income, revenue, receipts or capital of the Issuer and its Subsidiaries for which such parent
entity is liable up to an amount not to exceed with respect to such taxes the amount of any such taxes that the Issuer and its Subsidiaries
would have been required to pay on a separate company basis or on a consolidated basis calculated as if the Issuer and its Subsidiaries
had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group (or similar group) consisting
only of the Issuer and its Subsidiaries.


 


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company
or government or other entity, whether or not having separate legal personality.


 


“Productive Asset Lease” means
any lease or charter of one or more Vessels (other than leases or charters required to be classified and accounted for as capital leases
under GAAP).


 


“QIB” means a “Qualified
Institutional Buyer” as defined in Rule 144A.


 


“Rating Agencies” means any
of Moody’s, S&P or Fitch, or any of their respective successors or, if any of the foregoing shall cease to provide a corporate
or issuer credit rating (or the equivalent) of the Issuer or a rating of the Notes, as applicable, for reasons outside the control of
the Issuer, a nationally recognized statistical rating agency selected by the Issuer to substitute for such Rating Agency.


 






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“Rating
Event” means:


 


(a) if the Notes are
not rated Investment Grade by at least two of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded by
at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the first day of the
Trigger Period by at least two of such Rating Agencies on any date during the Trigger Period; or


 


(b) if the Notes are
rated Investment Grade by at least two of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded to below
Investment Grade (i.e., below BBB- or Baa3) by at least two of such Rating Agencies on any date during the Trigger Period;


 


provided that
a Rating Event otherwise arising by virtue of a particular downgrade in rating shall not be deemed to have occurred in respect of a particular
Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event hereunder)
if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm
or inform the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at
the time of the Rating Event). For the avoidance of doubt, no Change of Control Triggering Event will be deemed to have occurred in connection
with any particular Change of Control unless and until such Change of Control has actually been consummated.


 


“Ready for Sea Cost” means with
respect to a Vessel to be acquired, constructed or leased (pursuant to a Capital Lease Obligation) by the Issuer or any Restricted Subsidiary,
the aggregate amount of all expenditures incurred to acquire or construct and bring such Vessel to the condition and location necessary
for its intended use, including any and all inspections, appraisals, repairs, modifications, additions, permits and licenses in connection
with such acquisition or lease, which would be classified as “property, plant and equipment” in accordance with GAAP
and any assets relating to such Vessel.


 


“Record Date,” for the interest
payable on any Interest Payment Date, means the February 1 and August 1 (in each case, whether or not a Business Day) preceding
such Interest Payment Date.


 


“Redemption Date” means, when
used with respect to any Note to be redeemed, in whole or in part, the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption Price” means, when
used with respect to any Note to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.


 


“Regulation S” means Regulation
S under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 






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“Related Vessel Property” means,
with respect to any Vessel (i) any insurance policies on such Vessel, (ii) any requisition compensation payable in respect of
any compulsory acquisition thereof, (iii) any earnings derived from the use or operation thereof and/or any earnings account with
respect to such earnings, and (iv) any charters, operating leases, licenses and related agreements entered into in respect of the
Vessel and any security or guarantee in respect of the relevant charterer’s or lessee’s obligations under any relevant charter,
operating lease, license or related agreement, (v) any cash collateral account established with respect to such Vessel pursuant to
the financing arrangements with respect thereto, (vi) any inter-company loan or facility agreements relating to the financing of
the acquisition of, and/or the leasing arrangements (pursuant to Capital Lease Obligations) with respect to, such Vessel, (vii) any
building or conversion contracts relating to such Vessel and any security or guarantee in respect of the builder’s obligations under
such contracts, (viii) any interest rate swap, foreign currency hedge, exchange or similar agreement incurred in connection with
the financing of such Vessel and required to be assigned by the lender and (ix) any security interest in, or agreement or assignment
relating to, any of the foregoing or any mortgage in respect of such Vessel.


 


“Remaining Life” has the meaning
assigned to such term in the definition of “Treasury Rate.”


 


“Replacement Assets” means (1) assets
not classified as current assets under GAAP that will be used or useful in a Permitted Business or (2) substantially all the assets
of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of
acquisition thereof a Restricted Subsidiary.


 


“Responsible Officer” means
any officer within the agency and corporate trust group, division or section of the Trustee (however named, or any successor group of
the Trustee) and also means, with respect to any particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject, who, in each case, shall have direct responsibility for the administration
of this Indenture.


 


“Restricted Investment” means
an Investment other than a Permitted Investment.


 


“Restricted Subsidiary” means
any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.


 


“Rule 144” means Rule 144
under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“Rule 144A” means Rule 144A
under the U.S. Securities Act (including any successor regulation thereto), as it may be amended from time to time.


 


“S&P” means Standard &
Poor’s Ratings Group.


 


“Secured
Indebtedness” means the Existing Secured Notes, the Notes and any other Indebtedness of the Issuer secured by a Lien on the
assets of the Issuer.


 






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“Secured
Indebtedness Documents” means any agreements, documents or instruments governing or entered into in connection with any Secured
Indebtedness, as they may be amended, restated, modified, renewed, supplemented, refunded, replaced or refinanced, from time to time.


 


“Security Agent” means U.S.
Bank Trust Company, National Association acting as collateral agent pursuant to and as defined in the Security Documents or such successor
collateral agent or any delegate thereof as may be appointed thereunder.


 


“Security Documents” means the
security agreements, pledge agreements, charge agreements, collateral assignments and any other instrument and document executed and delivered
pursuant to this Indenture or otherwise or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time
to time, creating the security interests in the Collateral as contemplated by this Indenture.


 


“Significant Subsidiary” means,
at the date of determination, any Restricted Subsidiary that together with its Subsidiaries which are Restricted Subsidiaries (i) for
the most recent fiscal year, accounted for more than 10% of the consolidated revenues of the Issuer or (ii) as of the end of the
most recent fiscal year, was the owner of more than 10% of the consolidated assets of the Issuer.


 


“Stated Maturity” means, with
respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal
was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary” means, with respect
to any specified Person:


 


(a)            any
corporation, company, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement, shareholders’ agreement
or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of
the corporation, company, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person
or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(b)            any
partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity
and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of
membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such
Person is a controlling general partner or otherwise controls such entity.


 


“Supplemental Indenture” means
a supplemental indenture to this Indenture substantially in the form of Exhibit D attached hereto.


 






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“Tax” or “Taxes”
means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and additions to tax related
thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax).


 


“Total Assets” means the total
assets of the Issuer and its Subsidiaries that are Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer, determined
on a consolidated basis in accordance with GAAP, calculated after giving effect to pro forma adjustments as are appropriate and
consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”


 


“Total Tangible Assets” means
the Total Assets excluding consolidated intangible assets, calculated after giving effect to pro forma adjustments as are appropriate
and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”


 


“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.


 


The Treasury Rate shall
be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based
upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government
securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the
Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal
to the period from the Redemption Date to the First Call Date (the “Remaining Life”); or (2) if there is no
such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the First Call Date on a straight-line basis (using the
actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on
H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant
maturity from the Redemption Date.


 






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If on the third Business Day
preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the
Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on
the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is
closest to, the First Call Date, as applicable. If there is no United States Treasury security maturing on the First Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the First Call Date, one with a maturity date
preceding the First Call Date and one with a maturity date following the First Call Date, the Issuer shall select the United States Treasury
security with a maturity date preceding the First Call Date. If there are two or more United States Treasury securities maturing on the
First Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select
from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining
the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.


 


“Trigger Period” means the period
commencing on the first public announcement by the Issuer of an arrangement that could result in a Change of Control until the end of
the 60-day period following public notice of the occurrence of the Change of Control; provided, that if the rating of the Notes is under
publicly announced consideration for possible downgrade by any of the Rating Agencies, such 60-day period shall be extended until the
first to occur of (x) the date that such Rating Agency announces the results of its review and (y) the date that is 180 days
after consummation of the Change of Control.


 


“Unearned Customer Deposits”
means amounts paid to the Issuer or any of its Subsidiaries representing customer deposits for unsailed bookings (whether paid directly
by the customer or by a credit card company).


 


“Unrestricted Subsidiary” means
any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a resolution
of the Board of Directors of the Issuer but only to the extent that such Subsidiary:


 


(a)            except
as permitted by Section ‎‎4.10, is not party to any
agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of any such
agreement, contract, arrangement or understanding are, taken as a whole, no less favorable to the Issuer or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer; and


 


(b)            is
a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe
for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to
achieve any specified levels of operating results.


 






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“U.S. dollar” or “$”
means the lawful currency of the United States of America.


 


“U.S. Exchange Act” means the
U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission
thereunder.


 


“U.S. Securities Act” means
the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission
thereunder.


 


“Vessel” means a passenger cruise
vessel which is owned by and registered (or to be owned by and registered) in the name of the Issuer or any of its Restricted Subsidiaries
or operated or to be operated by the Issuer or any of its Restricted Subsidiaries, in each case together with all related spares, equipment
and any additions or improvements.


 


“Vessel Holding Issuer” means
a Subsidiary of the Issuer, the assets of which consist solely of one or more Vessels and the corresponding Related Vessel Property and
whose activities are limited to the ownership of such Vessels and Related Vessel Property and any other asset reasonably related to or
resulting from the acquisition, purchase, charter, leasing, rental, construction, ownership, operation, improvement, expansion and maintenance
of such Vessel, the leasing of such Vessels and any activities reasonably incidental to the foregoing.


 


“Voting Stock” of any specified
Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors
of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(a)            the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(b)            the
then outstanding principal amounts of such Indebtedness.


 






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Section 1.02.      Other
Definitions.


 


	Term	 	Section
	“Additional Amounts”	 	‎‎4.12(a)
	“Additional Notes”	 	Recitals
	“Affiliate Transaction”	 	‎‎4.10(a)
	“Agents”	 	‎‎2.03
	“Applicable Procedures”	 	‎‎2.06(b)(ii)
	“Asset Sale Offer”	 	‎4.09(c)
	“Authorized Agent”	 	‎‎12.08
	“Change in Tax Law”	 	‎‎3.09(b)
	“Change of Control Offer”	 	‎‎4.11(a)
	“Change of Control Purchase Date”	 	‎‎4.11(a)
	“Change of Control Purchase Price”	 	‎‎4.11(a)
	“Covenant Defeasance”	 	‎‎8.03
	“Covenant Fall-Away Event”	 	4.25
	“Deemed Date”	 	‎‎4.06(e)
	“Defaulted Interest”	 	‎‎2.12
	“Event of Default”	 	‎6.01(a)
	“Excess Proceeds”	 	‎‎4.09(c)
	“Global Notes”	 	2.01(c)
	“Increased Amount”	 	‎‎4.07(b)
	“incur”	 	‎‎4.06(a)
	“Issuer”	 	Preamble
	“Judgment Currency”	 	‎‎12.14
	“Legal Defeasance”	 	‎‎8.02
	“Notes”	 	Recitals
	“Notes Offer”	 	‎4.09(b)(i)
	“Note Obligations”	 	‎‎10.01(a)
	“Original Notes”	 	Recitals
	“Participants”	 	‎‎2.01(c)
	“Paying Agent”	 	‎‎2.03
	“Permitted Debt”	 	‎‎4.06(b)
	“Permitted Payments”	 	‎‎4.08(b)
	“Principal Paying Agent”	 	‎‎2.03
	“Registrar”	 	‎2.03
	“Regulation S Global Note”	 	‎‎2.01(b)
	“Reporting Entity”	 	4.19(a)
	“Required Currency”	 	‎‎12.14
	“Restricted Global Note”	 	‎‎2.01(b)
	“Restricted Payments”	 	‎‎4.08(a)(iv)
	“Security Register”	 	‎‎2.03
	“Supplemental Security Agent”	 	‎‎7.08(b)
	“Supplemental Security Agents”	 	‎‎7.08(b)
	“Tax Jurisdiction”	 	‎‎4.12(a)
	“Tax Redemption Date”	 	‎‎3.09
	“TIA”	 	1.03(i)
	“Triggering Lien”	 	4.07(a)(ii)
	“Transfer Agent”	 	‎‎2.03
	“Trustee”	 	Preamble



 


Section 1.03.      Rules of
Construction. Unless the context otherwise requires:


 


(a)            a
term has the meaning assigned to it;


 


(b)            an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)            “or”
is not exclusive;


 






    42


     


    

 


(d)            “including”
or “include” means including or include without limitation;


 


(e)            words
in the singular include the plural and words in the plural include the singular;


 


(f)            unsecured
or unguaranteed Indebtedness shall not be deemed to be subordinate or junior to secured or guaranteed Indebtedness merely by virtue of
its nature as unsecured or unguaranteed Indebtedness;


 


(g)            any
Indebtedness secured by a Lien ranking junior to any of the Liens securing other Indebtedness shall not be deemed to be subordinate or
junior to such other Indebtedness by virtue of the ranking of such Liens;


 


(h)            the
words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section, clause or other subdivision; and


 


(i)            the
Trust Indenture Act of 1939, as amended (the “TIA”), shall not apply to this Indenture, the Notes, the Note Guarantees,
the Security Documents or any documents or instruments related thereto, and no terms used in any of the foregoing shall have meanings
given to them by the TIA.


 


Article Two

The Notes


 


Section 2.01.      The
Notes.


 


(a)            Form and
Dating. The Notes and the Trustee’s (or the authenticating agent’s) certificate of authentication shall be
substantially in the form of Exhibit A attached hereto with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by
law, the rules of any securities exchange agreements to which the Issuer is subject, if any, or usage; provided that any
such notation, legend or endorsement is in form reasonably acceptable to the Issuer. The Issuer shall approve the form of the Notes.
Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes shall
constitute and are hereby expressly made a part of this Indenture. The Notes shall be issued only in registered form without coupons
and only in minimum denominations of $2,000 in principal amount and any integral multiples of $1,000 in excess thereof.


 


(b)            Global
Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes
substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A attached hereto,
except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers
of the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuer
and authenticated by the Trustee (or its authenticating agent in accordance with Section ‎‎2.02) as hereinafter
provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments
made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided.


 






    43


     


    

 


Notes
offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form
of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise
permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes
represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuer and authenticated
by the Trustee (or its authenticating agent in accordance with Section ‎‎2.02) as hereinafter provided. The aggregate
principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar
on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided.


 


(c)            Book-Entry
Provisions. This ‎‎Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global
Notes (together, the “Global Notes”) deposited with or on behalf of DTC.


 


Members of, or participants and account
holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture
with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and
DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee
as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on
the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial
interest in any Global Note.


 


Subject
to the provisions of ‎‎Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder
is entitled to take under this Indenture or the Notes.


 


Except
as provided in ‎Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical
delivery of Definitive Registered Notes.


 


Section 2.02.      Execution
and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign
the Notes on behalf of the Issuer by manual, electronic or facsimile signature.


 






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If an authorized member of the Issuer’s Board
of Directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating
agent) authenticates the Note, the Note shall be valid nevertheless.


 


A Note shall not be valid or obligatory for any
purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on
the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


The
Issuer shall execute and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent)
(a) Original Notes, on the date hereof, for original issue an aggregate principal amount of $1,000,000,000 and (b) Additional
Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06
and ‎Section 4.07. The Issuer is permitted to issue Additional
Notes as part of a further issue under this Indenture, from time to time; provided that, any Additional Notes may not have the
same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are
fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and integral multiples
of $1,000 in excess thereof.


 


The Trustee may appoint an authenticating agent
reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating
agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying
Agent to deal with the Issuer or an Affiliate of the Issuer.


 


The
Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the
Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine
that such action would expose the Trustee to personal liability to existing Holders.


 


Section 2.03.      Registrar,
Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer
or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer
Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent” and references
to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in
respect of the Notes may be served.


 


The Issuer may appoint one or more Transfer Agents,
one or more co-Registrars and one or more additional Paying Agents.


 


The
Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and
demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes
of Articles Three and ‎‎Eight and Sections ‎‎4.09
and ‎‎4.11.


 






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The Issuer hereby appoints (i) U.S. Bank Trust
Company, National Association, located at 60 Livingston Avenue, St. Paul, MN 55107 (the “Principal Paying Agent”) and
(ii) U.S. Bank Trust Company, National Association, located at 60 Livingston Avenue, St. Paul, MN 55107, as Registrar. Each hereby
accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred
to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature and
each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations
or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation
to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed.


 


Subject to any applicable laws and regulations,
the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in
which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange,
and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included
in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled,
lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the
Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any
of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled.


 


The
Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address
of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable
party to act as such and shall be entitled to appropriate compensation therefor pursuant to ‎‎Section 7.05.


 


Section 2.04.      Paying
Agent to Hold Money. Not later than 12:00 p.m. (New York, New York time) on each due date of the principal, premium, if any,
and interest on any Notes, the Issuer shall deposit with the Principal Paying Agent money in immediately available funds in U.S. dollars,
sufficient to pay such principal, premium, if any, and interest so becoming due on the due date for payment under the Notes. The Issuer
shall procure payment confirmation on or prior to the third Business Day preceding payment. The Principal Paying Agent (and, if applicable,
each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged
by each Holder that if the Issuer deposits such money with the Principal Paying Agent after the time specified in the immediately preceding
sentence, the Principal Paying Agent shall remit such money to the Holders on the relevant due date for payment, unless such remittance
is impracticable having regard to applicable banking procedures and timing constraints, in which case the Principal Paying Agent shall
remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For
the avoidance of doubt, the Principal Paying Agent shall only be obliged to remit money to Holders if it has actually received such money
from the Issuer in clear funds. The Principal Paying Agent shall promptly notify the Trustee of any default by the Issuer (or any other
obligor on the Notes) in making any payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee
and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request
to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing
so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Issuer or any Affiliate of the
Issuer acts as Paying Agent, it shall, on or before each due date of any principal, premium, if any, or interest on the Notes, segregate
and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or
interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture,
and shall promptly notify the Trustee of its action or failure to act.


 






    46


     


    

 


The
Trustee may, if the Issuer has notified it in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this
Indenture in accordance with the provisions of ‎‎Article Eight, notify the Paying Agent in writing of this fact
and require the Paying Agent (until notified by the Trustee to the contrary) to act thereafter as Paying Agent of the Trustee and not
the Issuer in relation to any amounts deposited with it in accordance with the provisions of ‎‎Article Eight.


 


Section 2.05.      Holder
Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing no later than
the Record Date for each Interest Payment Date and at such other times as the Trustee may request in writing, a list, in such form and
as of such Record Date as the Trustee may reasonably require, of the names and addresses of Holders, including the aggregate principal
amount of Notes held by each Holder.


 


Section 2.06.      Transfer
and Exchange.


 


(a)            Where
Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal principal
amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements
of this ‎‎Section 2.06. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee
(or the authenticating agent) shall, upon receipt of an Issuer Order, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes, of any authorized denominations and of a like aggregate principal amount, at the Registrar’s
request; provided that no Note of less than $2,000 may be transferred or exchanged. No service charge shall be made for any registration
of transfer or exchange of Notes (except as otherwise expressly permitted herein), but the Issuer may require payment of a sum sufficient
to cover any agency fee or similar charge payable in connection with any such registration of transfer or exchange of Notes (other than
any agency fee or similar charge payable in connection with any redemption of the Notes or upon exchanges pursuant to Sections ‎‎3.07,
‎‎3.08 or ‎‎9.04) or in accordance with an Asset Sale Offer pursuant to Section ‎‎4.09
or Change of Control Offer pursuant to ‎Section 4.11, not involving a transfer.


 






    47


     


    

 


Upon presentation for exchange or transfer of any
Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred
upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder (in the case of exchanges
only) or the transferee, as the case may be. No exchange or transfer of a Note shall be effective under this Indenture unless and until
such Note has been registered in the name of such Person in the Security Register.


 


Furthermore, the exchange or transfer of any Note
shall not be effective under this Indenture unless the request for such exchange or transfer is made by the Holder or by a duly authorized
attorney-in-fact at the office of the Registrar.


 


Every Note presented or surrendered for registration
of transfer or for exchange shall (if so required by the Issuer or the Registrar) be duly endorsed, or be accompanied by a written instrument
of transfer, in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


All Notes issued upon any registration of transfer
or exchange of Notes shall be the valid obligations of the Issuer evidencing the same indebtedness, and entitled to the same benefits
under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


Neither
the Issuer nor the Trustee, Registrar or any Paying Agent shall be required (i) to issue, register the transfer of, or exchange any
Note during a period beginning at the opening of 15 days before the day of the delivery of a notice of redemption of Notes selected for
redemption under Section ‎‎3.02 and ending at the close of business on the day of such delivery, or (ii) to
register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.


 


(b)            Notwithstanding
any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of DTC, transfers of a
Global Note, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section ‎‎2.01(c),
‎Section ‎2.06(a) and this Section ‎‎2.06(b); provided that a beneficial
interest in a Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global
Note in accordance with the transfer restrictions set forth in the restricted Note legend on the Note, if any.


 


(i)            Except
for transfers or exchanges made in accordance with either of clauses ‎‎(ii) or ‎(iii) of
this ‎‎Section 2.06(b), transfers of a Global Note shall be limited to transfers of such Global Note in
whole, but not in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.


 






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(ii)            Restricted
Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes to
exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in
such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S
Global Note, such transfer or exchange may be effected, only in accordance with this clause ‎‎(ii) and
the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”). Upon
receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be
credited an interest in the Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the
Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B attached hereto
given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Global Notes and (x) pursuant to and in accordance with Regulation S or (y) that
the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then
the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase
or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the
interest in the Restricted Global Note to be exchanged or transferred.


 


(iii)            Regulation
S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to
transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note,
such transfer may be effected only in accordance with this clause ‎‎(iii) and the Applicable Procedures.
Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be
credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation
S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring
such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities
laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A
from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the
Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced
the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global
Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.


 






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(c)            If
Notes are issued upon the transfer, exchange or replacement of Notes bearing the restricted Notes legends set forth in Exhibit A
attached hereto, the Notes so issued shall bear the restricted Notes legends, and a request to remove such restricted Notes legends from
Notes shall not be honored unless there is delivered to the Issuer such satisfactory evidence, which may include an Opinion of Counsel
licensed to practice law in the State of New York, as may be reasonably required by the Issuer, that neither the legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144
under the U.S. Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Issuer, shall (or shall
direct the authenticating agent to) authenticate and deliver Notes that do not bear the legend.


 


(d)            The
Trustee, the Security Agent and the Agents shall have no responsibility for any actions taken or not taken by DTC, Euroclear or Clearstream,
as the case may be.


 


(e)            The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among
Participants, members or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


(f)             In
connection with any proposed exchange of a Global Note for a Definitive Registered Note, the Issuer or DTC or its Participants shall provide
or cause to be provided to the Trustee all information reasonably requested by the Trustee that is necessary to allow the Trustee to comply
with any applicable tax reporting obligations. The Trustee may rely on information provided to it and shall have no responsibility to
verify or ensure the accuracy of such information.


 


(g)            Notwithstanding
anything to the contrary in this ‎‎Section 2.06, the Issuer is not required to register the transfer of any Definitive
Registered Notes:


 


(i)            for
a period of 15 days prior to any date fixed for the redemption of the Notes;


 


(ii)           for
a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemed in part;


 


(iii)          for
a period of 15 days prior to the Record Date with respect to any Interest Payment Date;


 


(iv)          which
the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.


 






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Section 2.07.      Replacement
Notes. If a mutilated Definitive Registered Note is surrendered to the Registrar or if the Holder claims that the Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall (or shall direct the authenticating agent to), upon receipt
of an Issuer Order, authenticate a replacement Note in such form as the Note mutilated, lost, destroyed or wrongfully taken if the Holder
satisfies any other reasonable requirements of the Issuer and any requirement of the Trustee. If required by the Trustee or the Issuer,
such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee,
the Security Agent, the Paying Agent, the Transfer Agent, the Registrar and any co-Registrar, and any authenticating agent, from any loss
that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a
Note.


 


In the event any such mutilated, lost, destroyed
or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing
a new Note in replacement thereof.


 


Every replacement Note shall be an additional obligation
of the Issuer.


 


The
provisions of this ‎Section ‎2.07 are exclusive
and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes.


 


Section 2.08.      Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by or on behalf of the Trustee except for those cancelled by it,
those delivered to it for cancellation and those described in this ‎‎Section 2.08
as not outstanding. Subject to ‎‎Section 2.09,
a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.


 


If
a Note is replaced pursuant to ‎‎Section 2.07, it ceases to be outstanding unless the Trustee and the Issuer receive
proof satisfactory to them that the Note that has been replaced is held by a bona fide purchaser.


 


If the Paying Agent holds, in accordance with this
Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, interest and Additional Amounts, if any, payable
on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not
prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such
Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section 2.09.      Notes
Held by Issuer. In determining whether the Holders of the required principal amount of Notes have concurred in any direction or consent
or any amendment, modification or other change to this Indenture, Notes owned by the Issuer or by any of its Affiliates shall be disregarded
and treated as if they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes which a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the
Notes and that the pledgee is not the Issuer or any of its Affiliates.


 






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Section 2.10.      Definitive
Registered Notes.


 


(a)            A
Global Note deposited with a custodian for DTC pursuant to Section ‎‎‎2.01 shall be transferred in
whole to the Beneficial Owners thereof in the form of Definitive Registered Notes only if such transfer complies with ‎Section 2.06
and (i) DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary for such Global Note or DTC
ceases to be registered as a clearing agency under the Exchange Act, and in each case a successor depositary is not appointed by the
Issuer within 90 days of such notice, (ii) the Issuer, at its option, executes and delivers to the Trustee an Officer’s
Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of a Book-Entry Interest requests such an
exchange in writing delivered through DTC following an Event of Default under this Indenture. Notice of any such transfer shall be
given by the Issuer in accordance with the provisions of ‎‎‎Section 12.02(a).


 


(b)            Any
Global Note that is transferable to the Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section ‎‎‎2.10
shall be surrendered by the custodian for DTC, to the Transfer Agent, to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such
Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered
Notes. Any portion of a Global Note transferred or exchanged pursuant to this ‎‎‎Section 2.10 shall be executed,
authenticated and delivered only in registered form in minimum denominations of $2,000 and any integral multiples of $1,000 in excess
thereof and registered in such names as DTC may direct. Subject to the foregoing, a Global Note is not exchangeable except for a Global
Note of like denomination to be registered in the name of DTC or its nominee. In the event that a Global Note becomes exchangeable for
Definitive Registered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and
the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes
in accordance with ‎‎‎Section 2.03. Such Definitive Registered Notes shall bear the applicable legends set
forth in Exhibit A attached hereto.


 


(c)            In
the event of the occurrence of any of the events specified in ‎‎Section 2.10(a), the Issuer shall promptly make
available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered
form without interest coupons.


 


Section 2.11.      Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, in accordance with its customary procedures,
and no one else shall cancel (subject to the record retention requirements of the Exchange Act and the Trustee’s retention policy)
all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such cancelled Notes in its customary
manner. Except as otherwise provided in this Indenture, the Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered
to the Trustee for cancellation.


 






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Section 2.12.      Defaulted
Interest. Any interest on any Note that is payable, but is not punctually paid or duly provided for, on the dates and in the manner
provided in the Notes and this Indenture (all such interest herein called “Defaulted Interest”) shall forthwith cease
to be payable to the Holder on the relevant Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Issuer, at its election in each case, as provided in clause ‎‎(a) or
‎‎(b) below:


 


(a)            The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at the close of business
on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and
at the same time the Issuer may deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest; or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause.
In addition, the Issuer shall fix a special record date for the payment of such Defaulted Interest, such date to be not more than 15 days
and not less than 10 days prior to the proposed payment date and not less than 15 days after the receipt by the Trustee of the notice
of the proposed payment date. The Issuer shall promptly but, in any event, not less than 15 days prior to the special record date, notify
the Trustee of such special record date and, in the name and at the expense of the Issuer, the Trustee shall cause notice of the proposed
payment date of such Defaulted Interest and the special record date therefor to be delivered first-class, postage prepaid to each Holder
as such Holder’s address appears in the Security Register, not less than 10 days prior to such special record date. Notice of the
proposed payment date of such Defaulted Interest and the special record date therefor having been so delivered, such Defaulted Interest
shall be paid to the Persons in whose names the Notes are registered at the close of business on such special record date and shall no
longer be payable pursuant to clause ‎‎(b) below.


 


(b)            The
Issuer may make payment of any Defaulted Interest on the Notes in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given
by the Issuer to the Trustee of the proposed payment date pursuant to this clause, such manner of payment shall be deemed reasonably practicable.


 


Subject
to the foregoing provisions of this ‎‎Section 2.12, each Note delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Note.


 






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Section 2.13.     Computation
of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 2.14.     ISIN
and CUSIP Numbers. The Issuer in issuing the Notes may use ISIN and CUSIP numbers (if then generally in use), and, if so, the Trustee
shall use ISIN and CUSIP numbers, as appropriate, in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such numbers or codes either as printed on the Notes or as contained
in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change
in the ISIN or CUSIP numbers.


 


Section 2.15.     Issuance
of Additional Notes. The Issuer may, subject to ‎‎Section 4.06
of this Indenture, issue Additional Notes under this Indenture in accordance with the procedures of ‎Section 2.02.
The Original Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes
under this Indenture.


 


Article Three

Redemption; Offers to Purchase


 


Section 3.01.     Right
of Redemption. The Issuer may redeem all or any portion of the Notes upon the terms and at the Redemption Prices set forth in the
Notes. Any redemption pursuant to this ‎‎Section 3.01
shall be made pursuant to the provisions of this ‎‎Article Three.


 


Section 3.02.     Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to ‎‎Section 3.01,
it shall notify the Trustee in writing of the Redemption Date and the record date, the principal amount of Notes to be redeemed, the
Redemption Price and the paragraph of the Notes pursuant to which the redemption will occur.


 


The
Issuer shall give each notice to the Trustee provided for in this ‎‎Section 3.02 in writing at least 10 days before
the date notice is delivered to the Holders pursuant to ‎‎Section 3.04
unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate from the Issuer to
the effect that such redemption will comply with the conditions herein. If fewer than all the Notes are to be redeemed, the record date
relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not less than 15 days
after the date of notice to the Trustee.


 






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Section 3.03.     Selection
of Notes to Be Redeemed. If fewer than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be
redeemed by a method that complies with the requirements, as certified to it by the Issuer, of the principal securities exchange, if
any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system or, if the
Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not
held through clearing system or the clearing system prescribes no method of selection, on a pro rata basis, by lot or by such
other method as the Trustee deems fair and appropriate; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Note not redeemed to less than $2,000.


 


The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption. The Trustee may select for redemption portions equal to $1,000 in principal amount
and any integral multiple thereof; provided that no Notes of $2,000 in principal amount or less may be redeemed in part. Provisions
of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify
the Issuer promptly in writing of the Notes or portions of Notes to be called for redemption.


 


The
Trustee shall not be liable for selections made in accordance with the provisions of this ‎‎Section 3.03 or for
selections made by DTC.


 


Any redemption and notice may, in the Issuer’s
discretion, be subject to the satisfaction of one or more conditions precedent.


 


Section 3.04.     Notice
of Redemption.


 


(a)            At
least 10 days but not more than 60 days before a date for redemption of the Notes, the Issuer shall deliver a notice of redemption by
first-class mail to each Holder to be redeemed at its address contained in the Security Register, except that redemption notices may be
delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture, and shall comply with the provisions of ‎‎Section 12.01(b).


 


(b)            The
notice shall identify the Notes to be redeemed (including ISIN and CUSIP numbers) and shall state:


 


(i)            the
Redemption Date and the record date;


 


(ii)           the
appropriate calculation of the Redemption Price and the amount of accrued interest, if any, and Additional Amounts, if any, to be paid;


 


(iii)          the
name and address of the Paying Agent;


 


(iv)          that
Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest, if any, and
Additional Amounts, if any;


 






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(v)           that,
if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in principal amount or any integral multiple
thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed portion thereof will be reissued;


 


(vi)          that,
if any Note contains an ISIN or CUSIP number, no representation is being made as to the correctness of such ISIN or CUSIP number either
as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification numbers
printed on the Notes;


 


(vii)         that,
unless the Issuer and the Guarantors default in making such redemption payment, interest on the Notes (or portion thereof) called for
redemption shall cease to accrue on and after the Redemption Date; and


 


(viii)        the
paragraph of the Notes or section of this Indenture pursuant to which the Notes called for redemption are being redeemed.


 


At
the Issuer’s written request, the Trustee shall give a notice of redemption in the Issuer’s name and at the Issuer’s
expense. In such event, the Issuer shall provide the Trustee with the notice and the other information required by this ‎‎Section 3.04.


 


For Notes which are represented by global certificates
held on behalf of DTC, notices may be given by delivery of the relevant notices to DTC for communication to entitled account holders in
substitution for the aforesaid delivery.


 


(c)            In
connection with any redemption of Notes described in this ‎‎Section 3.04, any such redemption and/or notice of
redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of any related
refinancing or a Change of Control. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent,
such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such
conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all
such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date so delayed. For the avoidance
of doubt, the calculation of any Redemption Price shall not be an obligation or duty of the Trustee, the Security Agent, the Registrar
or any Paying Agent.


 


Section 3.05.     Deposit
of Redemption Price. By no later than 12:00 p.m. (New York, New York time) on any Redemption Date, the Issuer shall deposit
or cause to be deposited with the Paying Agent (or, if the Issuer or any of its Affiliates is the Paying Agent, shall segregate and hold
in trust) a sum in same day funds sufficient to pay the Redemption Price of and accrued interest and Additional Amounts, if any, on all
Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that have previously been delivered by
the Issuer to the Trustee for cancellation. The Paying Agent shall return to the Issuer following a written request by the Issuer any
money so deposited that is not required for that purpose.


 


Section 3.06.     [Reserved].


 






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Section 3.07.     Payment
of Notes Called for Redemption. If notice of redemption has been given in the manner provided below, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on the Redemption Date at the Redemption Price stated
therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Issuer shall default in the
payment of such Notes at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid,
shall bear interest from the Redemption Date at the rate prescribed in the Notes) such Notes shall cease to accrue interest. Upon
surrender of any Note for redemption in accordance with a notice of redemption, such Note shall be paid and redeemed by the Issuer
at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders registered as such at the close
of business on the relevant Record Date.


 


Notice of redemption shall be deemed to be given
when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall
not affect the validity of the proceedings for the redemption of Notes held by Holders to whom such notice was properly given.


 


Section 3.08.     Notes
Redeemed in Part.


 


(a)            Upon
surrender of a Global Note that is redeemed in part, the Paying Agent shall forward such Global Note to the Registrar who shall make a
notation on the Security Register to reduce the principal amount of such Global Note to an amount equal to the unredeemed portion of the
Global Note surrendered; provided that each such Global Note shall be in a principal amount at final Stated Maturity of $2,000
or an integral multiple of $1,000 in excess thereof.


 


(b)            Upon
surrender and cancellation of a Definitive Registered Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate
for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered
and canceled; provided that each such Definitive Registered Note shall be in a principal amount at final Stated Maturity of $2,000
or an integral multiple of $1,000 in excess thereof.


 


Section 3.09.     Redemption
for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not
less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and
given in accordance with the procedures set forth under ‎‎Section 3.04),
at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date
fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or
which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the
relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect
thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any
Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to
such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer
or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the
avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any
Guarantor), and the requirement arises as a result of:


 


(a)            any
change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change
or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became
a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or


 


(b)            any
change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including
by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice or revenue guidance),
which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction
became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses ‎‎(a) and
‎‎(b), a “Change in Tax Law”).



 






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The Issuer shall not give any such notice of redemption
earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment
or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation
to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of
the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing
qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect
that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers
a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that
it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available
to it.


 


The Trustee will accept and shall be entitled to
rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions
as described above, in which event it will be conclusive and binding on all of the Holders.


 


The
foregoing provisions of this ‎‎Section 3.09 will apply, mutatis mutandis, to any successor of the Issuer
(or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).


 






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Article Four

Covenants


 


Section 4.01.     Payment
of Notes. The Issuer and the Guarantors, jointly and severally, covenant and agree for the benefit of the Holders that they shall
duly and punctually pay the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes on the dates and in the
manner provided in the Notes and in this Indenture. Subject to ‎‎Section 2.04,
principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the date due if on such date the Trustee
or the Paying Agent (other than the Issuer or any of its Affiliates) holds, as of 10:00 a.m. (New York, New York time) on the due
date, in accordance with this Indenture, money sufficient to pay all principal, premium, if any, interest and Additional Amounts, if any,
then due. If the Issuer or any of its Affiliates acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if
any, shall be considered paid on the due date if the entity acting as Paying Agent complies with ‎‎Section 2.04.


 


The Issuer or the Guarantors shall pay interest
on overdue principal at the rate specified therefor in the Notes. The Issuer or the Guarantors shall pay interest on overdue installments
of interest at the same rate to the extent lawful.


 


Section 4.02.     Corporate
Existence. Subject to ‎‎Article Five,
the Issuer and each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect their corporate,
partnership, limited liability company or other existence and the rights (charter and statutory), licenses and franchises of the Issuer
and each Guarantor; provided that the Issuer shall not be required to preserve any such right, license or franchise if the Board
of Directors of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the
Issuer and the Guarantors as a whole.


 


Section 4.03.     Maintenance
of Properties. The Issuer shall cause all properties owned by it or any Guarantor or used or held for use in the conduct of its business
or the business of any Guarantor to be maintained and kept in good condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Issuer may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted
at all times; provided that nothing in this ‎‎Section 4.03
shall prevent the Issuer from discontinuing the maintenance of any such properties if such discontinuance is, in the judgment of the Issuer,
desirable in the conduct of the business of the Issuer and the Guarantors as a whole.


 


Section 4.04.     Insurance.
The Issuer shall maintain, and shall cause the Guarantors to maintain, insurance with carriers believed by the Issuer to be
responsible, against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and coinsurance
provisions, as the Issuer believes are customarily carried by businesses similarly situated and owning like properties, including as
appropriate general liability, property and casualty loss insurance (but on the basis that the Issuer and the Guarantors self-insure
Vessels for certain war risks); provided that in no event shall the Issuer and the Guarantors be required to obtain any
business interruption, loss of hire or delay in delivery insurance.


 






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Section 4.05.     Statement
as to Compliance.


 


(a)            The
Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year or within 14 days of written request by the Trustee,
an Officer’s Certificate stating that in the course of the performance by the signer of its duties as an Officer of the Issuer he
would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and,
if any, specifying such Default, its status and what action the Issuer is taking or proposed to take with respect thereto. For purposes
of this ‎‎Section 4.05(a), such compliance shall be determined without regard to any period of grace or requirement
of notice under this Indenture.


 


(b)            If
the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder seeks
to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall promptly, and in
any event within 30 days, deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action (including
any action the Issuer is taking or propose to take in respect thereof).


 


Section 4.06.     Incurrence
of Indebtedness and Issuance of Preferred Stock or Preference Shares.


 


(a)            The
Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”)
any Indebtedness (including Acquired Debt), and the Issuer will not and will not permit any Restricted Subsidiary to issue any Disqualified
Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock or preference shares; provided, however,
that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries may incur
Indebtedness (including Acquired Debt) or issue Disqualified Stock, preferred stock or preference shares, if the Fixed Charge Coverage
Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is or preference
shares are issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or
the preferred stock or preference shares had been issued, as the case may be, at the beginning of such four-quarter period.


 






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(b)            ‎‎Section 4.06(a) shall
not, however, prohibit the incurrence of any of the following items of Indebtedness, without duplication (collectively, “Permitted
Debt”):


 


(i)            Indebtedness
under Credit Facilities and ECA Facilities in an aggregate principal amount at any time outstanding not to exceed $17,340.8 million;


 


(ii)           the
incurrence by the Issuer and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness under the ARCA);


 


(iii)          the
incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees;


 


(iv)          the
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by Attributable Debt, Capital Lease Obligations,
mortgage financings or purchase money obligations, the issuance by the Issuer or any Restricted Subsidiary of Disqualified Stock and
the issuance by any Restricted Subsidiary of preferred stock or preference shares, in each case, incurred or issued for the purpose
of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation,
repair, replacement or improvement of property (including Vessels), plant or equipment or other assets (including Capital Stock)
used in the business of the Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount or liquidation
preference, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any
Indebtedness incurred or Disqualified Stock or preferred stock or preference shares issued pursuant to this clause ‎‎(iv),
not to exceed the greater of $500.0 million and 2.75% of Total Tangible Assets at any time outstanding (it being understood that any
such Indebtedness may be incurred and such Disqualified Stock and preferred stock or preference shares may be issued after the
acquisition, purchase, charter, leasing or rental or the design, construction, installation, repair, replacement or the making of
any improvement with respect to any asset (including Vessels)); provided that any such property (including Vessels), plant or
equipment or other assets do not constitute Collateral; provided, further, that the principal amount of any Indebtedness,
Disqualified Stock or preferred stock or preference shares permitted under this clause ‎‎(iv) did not
in each case at the time of incurrence exceed, together with amounts previously incurred and outstanding under this clause ‎‎(iv) with
respect to any such applicable Vessel, (A) in the case of a completed Vessel, the greater of the Net Book Value and the
Appraised Value and (B) in the case of an uncompleted Vessel, 90% of the contract price for the acquisition or construction of
such Vessel, in the case of this clause ‎‎(B), as determined on the date on which the agreement for
acquisition or construction of such Vessel was entered into by the Issuer or its Restricted Subsidiary, plus any other Ready
for Sea Cost of such Vessel plus 100% of any related export credit insurance premium;


 






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(v)           the
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, the issuance by the Issuer or any Restricted Subsidiary of Disqualified
Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares in connection with any New Vessel Financing
in an aggregate principal amount at any one time outstanding (including all Permitted Refinancing Indebtedness incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock or preferred stock or preference shares issued
under this clause ‎‎(v)) not exceeding the New Vessel Aggregate Secured Debt Cap as calculated on the date of
the relevant incurrence under this clause ‎‎(v);


 


(vi)          Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge,
any Indebtedness (other than intercompany Indebtedness, Disqualified Stock or preferred stock or preference shares) that was permitted
to be incurred under ‎‎Section 4.06(a) or clause ‎‎(i), ‎‎(ii),
‎‎(iii), ‎‎(iv), ‎‎(v), ‎‎(vi),
‎(xii) ‎or ‎(xviii) of this ‎‎Section 4.06(b);


 


(vii)         the
incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer or any Restricted Subsidiary;
provided that:


 


(A)         if
the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must
be unsecured and ((i) except in respect of the intercompany current liabilities incurred in the ordinary course of business in connection
with the cash management operations of the Issuer and its Restricted Subsidiaries and (ii) only to the extent legally permitted (the
Issuer and its Restricted Subsidiaries having completed all procedures required in the reasonable judgment of directors or officers of
the obligee or obligor to protect such Persons from any penalty or civil or criminal liability in connection with the subordination of
such Indebtedness)) expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes,
in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and


 


(B)         (i) any
subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the
Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either
the Issuer or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer
or such Restricted Subsidiary, as the case may be, that was not permitted by this clause ‎‎(vii);


 


(viii)        the
issuance by any Restricted Subsidiary to the Issuer or to any of its Restricted Subsidiaries of Disqualified Stock, preferred stock or
preference shares; provided that (A) any subsequent issuance or transfer of Equity Interests that results in any such Disqualified
Stock, preferred stock or preference shares being held by a Person other than the Issuer or a Restricted Subsidiary and (B) any sale
or other transfer of any such Disqualified Stock, preferred stock or preference shares to a Person that is not either the Issuer or a
Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such Disqualified Stock, preferred stock or preference
shares by such Restricted Subsidiary that was not permitted by this clause ‎‎(viii);


 






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(ix)           the
incurrence by the Issuer or any Restricted Subsidiary of Hedging Obligations that are not for speculative purposes;


 


(x)            the
Guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary to the extent that the
guaranteed Indebtedness was permitted to be incurred by another provision of this ‎‎Section 4.06; provided
that, in each case, if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or a Note Guarantee,
then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;


 


(xi)           the
incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness (A) in respect of workers’ compensation claims,
self-insurance obligations, captive insurance companies and bankers’ acceptances in the ordinary course of business; (B) in
respect of letters of credit, surety, bid, performance, travel or appeal bonds, completion guarantees, judgment, advance payment, customs,
VAT or other tax guarantees or similar instruments issued in the ordinary course of business of such Person or consistent with past practice
or industry practice (including as required by any governmental authority) and not in connection with the borrowing of money, including
letters of credit or similar instruments in respect of self-insurance and workers compensation obligations, or for the protection of customer
deposits or credit card payments; provided, however, that upon the drawing of such letters of credit or other instrument,
such obligations are reimbursed within 30 days following such drawing; (C) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered
within 30 days; and (D) consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained
in supply agreements, in each case, in the ordinary course of business;


 


(xii)          Indebtedness,
Disqualified Stock, preferred stock or preference shares (A) of any Person outstanding on the date on which such Person becomes a
Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets
and assumption of related liabilities) the Issuer or any Restricted Subsidiary or (B) incurred or issued to provide all or any portion
of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary
or was otherwise acquired by the Issuer or a Restricted Subsidiary; provided, however, with respect to this clause ‎(xii),
that at the time of the acquisition or other transaction pursuant to which such Indebtedness, Disqualified Stock, preferred stock or preference
shares were deemed to be incurred or issued, (x) the Issuer would have been able to incur $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test set forth in ‎‎Section 4.06(a) after giving pro forma
effect to the relevant acquisition or other transaction and the incurrence of such Indebtedness or issuance of such Disqualified Stock,
preferred stock or preference shares pursuant to this clause ‎(xii) or (y) the Fixed Charge Coverage Ratio
for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or Disqualified Stock or preferred stock is, or preference shares
are, issued pursuant to this clause ‎(xii), taken as one period, would not be less than it was immediately prior to
giving pro forma effect to such acquisition or other transaction and the incurrence of such Indebtedness or issuance of such Disqualified
Stock, preferred stock or preference shares;


 






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(xiii)         Indebtedness
arising from agreements of the Issuer or a Restricted Subsidiary providing for customary indemnification, obligations in respect of earnouts
or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the
acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary; provided that (in the case
of a disposition) the maximum liability of the Issuer and its Restricted Subsidiaries in respect of all such Indebtedness shall at no
time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving
effect to any subsequent changes in value), actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;


 


(xiv)        the
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness in the form of Unearned Customer Deposits and advance payments received
in the ordinary course of business from customers for goods and services purchased in the ordinary course of business;


 


(xv)         Indebtedness
of the Issuer or any Restricted Subsidiary incurred in connection with credit card processing arrangements or other similar payment processing
arrangements entered into in the ordinary course of business;


 


(xvi)        the
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, the issuance by the Issuer or any Restricted Subsidiary of Disqualified
Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares to finance the replacement (through construction
or acquisition) of a Vessel upon an Event of Loss of such Vessel in an aggregate amount no greater than the Ready for Sea Cost for such
replacement Vessel, in each case less all compensation, damages and other payments (including insurance proceeds other than in respect
of business interruption insurance) received by the Issuer or any of its Restricted Subsidiaries from any Person in connection with such
Event of Loss in excess of amounts actually used to repay Indebtedness secured by the Vessel subject to such Event of Loss and any costs
and expenses incurred by the Issuer or any of its Restricted Subsidiaries in connection with such Event of Loss;


 






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(xvii)       the
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness in relation to (A) regular maintenance required on any of the
Vessels owned or chartered by the Issuer or any of its Restricted Subsidiaries, and (B) any expenditures that are, or are reasonably
expected to be, recoverable from insurance on such Vessels;


 


(xviii)      the
incurrence of Indebtedness by the Issuer or any Restricted Subsidiary of Indebtedness, the issuance by the Issuer or any Restricted Subsidiary
of Disqualified Stock and the issuance by any Restricted Subsidiary of preferred stock or preference shares in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew,
refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock, preferred stock or preference shares
issued pursuant to this clause ‎‎(xviii), not to exceed the greater of $1,250.0 million and 7.0% of Total Tangible
Assets; and


 


(xix)         Indebtedness
existing solely by reason of Permitted Liens described in clause (cc) of the definition thereof.


 


(c)            Neither
the Issuer nor any Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment
to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness
will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by
virtue of being unsecured.


 


(d)            For
purposes of determining compliance with this ‎‎Section 4.06, in the event that an item of Indebtedness meets
the criteria of more than one of the categories of Permitted Debt described in clauses ‎‎(i) through ‎‎(xix) of ‎‎Section 4.06(b),
or is entitled to be incurred pursuant to ‎‎Section 4.06(a), the Issuer, in its sole discretion, will be
permitted to classify such item of Indebtedness on the date of its incurrence and only be required to include the amount and
type of such Indebtedness in one of such clauses and will be permitted on the date of such incurrence to divide and classify an item
of Indebtedness in more than one of the types of Indebtedness described in Sections ‎‎4.06(a) and ‎4.06(b) and
from time to time to reclassify all or a portion of such item of Indebtedness, in any manner that complies with this ‎‎Section 4.06.


 


(e)            In
connection with the incurrence or issuance, as applicable, of (x) revolving loan Indebtedness or (y) any commitment relating
to the incurrence or issuance of Indebtedness, Disqualified Stock, preferred stock or preference shares, in each case, in compliance with
this ‎‎Section 4.06, and the granting of any Lien to secure such Indebtedness, the Issuer or applicable Restricted
Subsidiary may, at its option, designate such incurrence or issuance and the granting of any Lien therefor as having occurred on the date
of first incurrence of such revolving loan Indebtedness or commitment (such date, the “Deemed Date”), and any related
subsequent actual incurrence or issuance and granting of such Lien therefor will be deemed for all purposes under this Indenture to have
been incurred or issued and granted on such Deemed Date, including, without limitation, for purposes of calculating the Fixed Charge Coverage
Ratio, usage of any baskets described herein (if applicable), the Consolidated Total Leverage Ratio and Consolidated EBITDA (and all such
calculations on and after the Deemed Date until the termination or funding of such commitment shall be made on a pro forma basis
giving effect to the deemed incurrence or issuance, the granting of any Lien therefor and related transactions in connection therewith).


 






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(f)            The
accrual of interest or preferred stock or preference share dividends, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock or
preference shares as Indebtedness due to a change in accounting principles, the payment of dividends on preferred stock, preference shares
or Disqualified Stock in the form of additional shares of the same class of preferred stock, preference shares or Disqualified Stock,
the accretion of liquidation preference and the increase in the amount of Indebtedness outstanding solely as a result of fluctuations
in exchange rates or currency values will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock, preference
shares or Disqualified Stock for purposes of this ‎‎Section 4.06; provided, in each such case, that the
amount of any such accrual, accretion, amortization, payment, reclassification or increase is included in the Fixed Charges of the Issuer
as accrued.


 


(g)           For
purposes of determining compliance with any U.S. dollar- denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a different currency shall be utilized, calculated based on the
relevant currency exchange rate in effect on the date such Indebtedness was incurred or, in the case of Indebtedness incurred under
a revolving credit facility and at the option of the Issuer, first committed; provided that (a) if such Indebtedness is
incurred to refinance other Indebtedness denominated in a currency other than U.S. dollars, and such refinancing would cause
the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing, such U.S. dollar- denominated restriction shall be deemed not to have been exceeded so long as the
principal amount of such refinancing indebtedness does not exceed the aggregate principal amount of such Indebtedness being
refinanced; and (b) if and for so long as any Indebtedness is subject to a Hedging Obligation with respect to the currency in
which such Indebtedness is denominated covering principal amounts payable on such Indebtedness, the amount of such Indebtedness, if
denominated in U.S. dollars, will be the amount of the principal payment required to be made under such Hedging Obligation and,
otherwise, the U.S. dollar-equivalent of such amount plus the U.S. dollar-equivalent of any premium which is at such time due and
payable but is not covered by such Hedging Obligation.


 


(h)           Notwithstanding
any other provision of this ‎‎Section 4.06, the maximum amount of Indebtedness that the Issuer or any Restricted
Subsidiary may incur pursuant to this ‎‎Section 4.06 shall not be deemed to be exceeded solely as a result of
fluctuations in exchange rates or currency values. The principal amount of any Indebtedness incurred to refinance other Indebtedness,
if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable
to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.


 






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(i)            The
amount of any Indebtedness outstanding as of any date will be:


 


(i)            in
the case of any Indebtedness issued with original issue discount, the amount of the liability in respect thereof determined in accordance
with GAAP;


 


(ii)           the
principal amount of the Indebtedness, in the case of any other Indebtedness; and


 


(iii)          in
respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


 


(A)          the
Fair Market Value of such assets at the date of determination; and


 


(B)          the
amount of the Indebtedness of the other Person.


 


Section 4.07.     Liens.


 


(a)            The
Issuer shall not and shall not cause or permit any Guarantor to, directly or indirectly, create, incur, assume or otherwise cause to exist
or become effective any Lien of any kind securing Indebtedness upon any of their property or assets, now owned or hereafter acquired,
except:


 


(i)            in
the case of any property or assets that constitute Collateral, Permitted Collateral Liens, which may be secured on a pari passu
basis with or junior to (or solely in the case of Existing Collateral Liens, senior to) the Liens on the Collateral securing the Notes
and the Note Guarantees; and


 


(ii)            in
the case of any property or assets that do not constitute Collateral, (A) Permitted Liens or (B) a Lien on such property or
assets that is not a Permitted Lien (each Lien under clause (B), a “Triggering Lien”) if, contemporaneously with (or
prior to) the incurrence of such Triggering Lien, all Note Obligations are secured on an equal and ratable basis with or on a senior basis
to the obligations so secured until such time as such obligations are no longer secured by such Triggering Lien; provided that,
(1) if the Indebtedness secured by such Triggering Lien is subordinate or junior in right of payment to the Notes or a Note Guarantee,
as the case may be, then such Triggering Lien securing such Indebtedness shall be subordinate or junior in priority to the Lien securing
the Note Obligations and (2) if any Secured Indebtedness outstanding on the Issue Date is also required to be secured by Liens on
such property or assets pursuant to provisions in the Secured Indebtedness Documents that are similar to this clause (B), the Liens on
such property or assets securing the Note Obligations shall rank junior in priority to the Liens on such property or assets securing such
Secured Indebtedness if so required by the terms of such Secured Indebtedness Documents pursuant to a Customary Intercreditor Agreement.


 






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(b)           With
respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness,
such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any
Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted
value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the
same terms or in the form of common shares of the Issuer or any direct or indirect parent entity of the Issuer, the payment of dividends
on preferred stock or preference shares in the form of additional shares of preferred stock or preference shares of the same class, the
accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the
exchange rate of currencies or increases in the value of property securing Indebtedness. For the avoidance of doubt, any Lien that is
permitted under this Indenture to secure Indebtedness shall also be permitted to secure any obligations related to such Indebtedness.


 


(c)           Any
Lien created in favor of this Indenture and the Notes or a Note Guarantee pursuant to ‎‎‎Section 4.07(a)(ii)(B) will
be automatically and unconditionally released and discharged (i) upon the release and discharge of the Triggering Lien to which it
relates and (ii) otherwise as set forth under ‎‎Section 11.04.


 


(d)           For
purposes of determining compliance with this Section 4.07, (A) Liens securing Indebtedness and obligations need not be incurred
solely by reference to one category of Permitted Liens (or subparts thereof) but are permitted to be incurred in part under any combination
thereof, and (B) in the event that a Lien meets the criteria of one or more of the categories of Permitted Liens (or subparts thereof),
the Issuer may, in its sole discretion, classify, divide or later reclassify or redivide (as if incurred at such later time) such Liens
(or any portions thereof) in any manner that complies with the definition of Permitted Liens, and such Liens (or portions thereof, as
applicable) will be treated as having been incurred pursuant to such clause, clauses or subparts of the definition of Permitted Liens
(and in the case of a subsequent division, classification or reclassification, such Liens shall cease to be divided or classified as it
was prior to such subsequent division, classification or reclassification).


 


(e)           To
the extent that any Liens are imposed pursuant to Section 4.07(a)(ii)(B) above on any assets or property to secure the Note
Obligations, (i) Permitted Liens may be of any priority (including senior in priority) relative to any Liens imposed under Section 4.07(a)(ii)(B),
and (ii) additional Liens may be granted on any such asset or property, which additional Liens may be pari passu or junior
in priority to the Liens on such asset or property securing the Note Obligations, in each case subject to any limitations or requirements
set forth in the Section 4.07(a)(ii)(B). The Trustee (or any applicable security agent following the imposition of such Liens under
Section 4.07(a)(ii)(B)) shall enter (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee
or any applicable security agent) into a Customary Intercreditor Agreement with respect to such Permitted Liens and Liens imposed pursuant
to Section 4.07(a)(ii)(B), if any, in each case, upon being provided with an Officer’s Certificate and an Opinion of Counsel
stating that such Customary Intercreditor Agreement is permitted under the Indenture, each in form and substance reasonably satisfactory
to the trustee (or the applicable security agent) and upon which the trustee (or the applicable security agent) may conclusively rely.


 






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Section 4.08.     Restricted
Payments.


 


(a)            The
Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)            declare
or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger, amalgamation or consolidation involving the
Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as holders (in each case, other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or a Restricted Subsidiary);


 


(ii)            purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger, amalgamation or consolidation
involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer;


 


(iii)           make
any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of
the Issuer or any Guarantor that is expressly contractually subordinated in right of payment to the Notes or to any Note Guarantee (excluding
any intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries), except (A) a payment of principal
at the Stated Maturity thereof or (B) the purchase, repurchase, redemption, defeasance or other acquisition of Indebtedness purchased
in anticipation of satisfying a sinking fund obligation, principal installment or scheduled maturity, in each case due within one year
of the date of such purchase, repurchase, redemption, defeasance or other acquisition; or


 


(iv)           make
any Restricted Investment;


 


(all
such payments and other actions set forth in these clauses ‎(i) through ‎(iv) above
being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


(A)            no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;


 


(B)            the
Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in ‎‎Section 4.06(a); and


 






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(C)            such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries
since the Issue Date (excluding Restricted Payments permitted by clauses ‎(i) (without duplication of amounts paid pursuant
to any other clause of ‎‎Section 4.08(b)), ‎‎(ii), ‎(iii), ‎‎(iv), ‎‎(v), ‎‎(vi),
 ‎‎(vii), ‎‎(viii), ‎‎(ix), ‎‎(x), ‎‎(xi) and ‎‎(xii) of
 ‎‎Section 4.08(b)), is less than the sum, without duplication, of:


 


(1)            50%
of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the first day of the fiscal
quarter commencing immediately following the fiscal quarter in which the Issue Date occurs to the end of the Issuer’s most
recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment
(or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus


 


(2)            100%
of the aggregate net cash proceeds and the Fair Market Value of other assets received by the Issuer since the Issue Date as a contribution
to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock) or from the issue
or sale of convertible or exchangeable Disqualified Stock of the Issuer or any Restricted Subsidiary or convertible or exchangeable debt
securities of the Issuer or any Restricted Subsidiary, in each case that have been converted into or exchanged for Equity Interests of
the Issuer (other than (x) net cash proceeds and marketable securities received from an issuance or sale of Equity Interests, Disqualified
Stock or convertible or exchangeable debt securities sold to a Subsidiary of the Issuer, (y) net cash proceeds and marketable securities
received from an issuance or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities that
have been converted into, exchanged or redeemed for Disqualified Stock and (z) net cash proceeds and marketable securities to the
extent any Restricted Payment has been made from such proceeds pursuant to ‎Section 4.08(b)(iv)); plus


 






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(3)            to
the extent that any Restricted Investment that was made after the Issue Date is (i) sold, disposed of or otherwise cancelled, liquidated
or repaid, 100% of the aggregate amount received in cash and the Fair Market Value of marketable securities received; or (ii) made
in an entity that subsequently becomes a Restricted Subsidiary, 100% of the Fair Market Value of such Restricted Investment as of the
date such entity becomes a Restricted Subsidiary; plus


 


(4)            to
the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a Restricted
Subsidiary, or is merged, amalgamated or consolidated into the Issuer or a Restricted Subsidiary, or all of the assets of such
Unrestricted Subsidiary are transferred to the Issuer or a Restricted Subsidiary, in each case, after the Issue Date, the Fair
Market Value of the Issuer’s Restricted Investment in such Subsidiary as of the date of such redesignation, merger,
amalgamation, consolidation or transfer of assets to the extent such Investments reduced the Restricted Payments capacity under this
clause ‎(4) and were not previously repaid or otherwise reduced; provided, however, that no amount
will be included in Consolidated Net Income of the Issuer for purposes of the preceding clause ‎(1) to the extent
that it is included under this clause ‎(4); plus


 


(5)            100%
of any dividends or distributions received by the Issuer or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary
to the extent that such dividends or distributions were not otherwise included in the Consolidated Net Income of the Issuer for such period
(excluding, for the avoidance of doubt, repayments of, or interest payments in respect of, any Permitted Investment pursuant to clause
(p) of the definition thereof); plus


 


(6)            $100.0
million.


 


(b)            The
preceding provisions will not prohibit the following (“Permitted Payments”):


 


(i)            the
payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration of the dividend
or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or distribution
or redemption payment would have complied with the provisions of this Indenture;


 






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(ii)           the
making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other
than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified
Stock) or from the substantially concurrent contribution of common equity capital to the Issuer (other than the substantially concurrent
offering of New Exchangeable Notes, as described in the Offering Memorandum); provided that the amount of any such net cash proceeds
that are utilized for any such Restricted Payment will be excluded from ‎‎Section 4.08(a)(C)(2) and
will not be considered to be net cash proceeds from an Equity Offering for purposes of Article Three of this Indenture and Section 6
of the Notes.


 


(iii)          the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor
that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness;


 


(iv)          so
long as no Default or Event of Default has occurred and is continuing, the purchase, repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Issuer, any direct or indirect parent of the Issuer or any Restricted Subsidiary
held by any current or former officer, director, employee or consultant of the Issuer, any direct or indirect parent of the Issuer
or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant,
shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such purchased,
repurchased, redeemed, acquired or retired Equity Interests may not exceed $10.0 million in the aggregate in any twelve-month period
with unused amounts being carried over to any subsequent twelve-month period subject to a maximum aggregate amount of $20.0 million
being available in any twelve-month period; and provided, further, that such amount in any twelve-month period may be
increased by an amount not to exceed the cash proceeds from the sale of Equity Interests of the Issuer or any direct or indirect
parent of the Issuer, in each case, received by the Issuer during such twelve-month period, in each case to members of management,
directors or consultants of the Issuer, any direct or indirect parent of the Issuer or any Restricted Subsidiaries to the extent the
cash proceeds from the sale of such Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant
to ‎‎Section 4.08(a)(C)(3) or clause ‎‎‎(ii) of this ‎‎Section 4.08(b);


 


(v)           the
repurchase of Equity Interests deemed to occur upon the exercise of stock or share options to the extent such Equity Interests represent
a portion of the exercise price of those stock or share options;


 


(vi)          so
long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends
to holders of any class or series of Disqualified Stock of the Issuer or any preferred stock or preference shares of any Restricted Subsidiary
issued on or after the Issue Date in accordance with ‎‎Section 4.06;


 






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(vii)         payments
of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of its Restricted Subsidiaries to allow
the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion
or exchange of Capital Stock of any such Person;


 


(viii)        the
payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary
to the holders of its Equity Interests (other than the Issuer or any Restricted Subsidiary) on no more than a pro rata basis;


 


(ix)           the
making of (i) cash payments made by the Issuer or any of its Restricted Subsidiaries in satisfaction of the conversion obligation
upon conversion of convertible Indebtedness issued in a convertible notes offering and (ii) any payments by the Issuer or any of
its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related capped call, hedge, warrant or other similar
transactions;


 


(x)           any
Permitted Tax Distributions;


 


(xi)           any
dividends or other distributions or payments (directly or indirectly) to any direct or indirect parent of the Issuer in the ordinary course
of business in respect of franchise or similar Taxes and other fees and expenses in connection with the maintenance of its existence and
its direct or indirect ownership of the Issuer; and


 


(xii)          other
Restricted Payments in an aggregate amount not to exceed $250.0 million since the Issue Date so long as, immediately after giving effect
to such Restricted Payment, no Default or Event of Default has occurred and is continuing.


 


The amount of all Restricted Payments (other than
cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred
or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.


 


For purposes of determining compliance with this
covenant, (1) in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of one or more categories (or
subparts thereof) of Permitted Payments or Permitted Investments, or is entitled to be incurred pursuant to the first paragraph of this
covenant, the Issuer will be entitled to classify or re-classify such payment (or portion thereof) based on circumstances existing on
the date of such reclassification in any manner that complies with this covenant, and such payment (or portion thereof) will be treated
as having been made pursuant to the first paragraph of this covenant or such clause or clauses (or subparts thereof) in the definition
of Permitted Payments or Permitted Investments and (2) the amount of any return of or on capital from any Investment shall be netted
against the amount of such Investment for purposes of determining compliance with this covenant.


 






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Section 4.09.     Asset
Sales.


 


(a)           The
Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
unless:


 


(i)            the
Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair
Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and


 


(ii)           at
least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash, Cash Equivalents
or Replacement Assets or a combination thereof (which determination may be made by the Issuer, at its option, either (x) at the time
such Asset Sale is approved by the Issuer’s Board of Directors or (y) at the time the Asset Sale is completed). For purposes
of this clause ‎‎(ii), each of the following will be deemed to be cash:


 


(A)            any
liabilities, as recorded on the balance sheet of the Issuer or any Restricted Subsidiary (other than contingent liabilities or liabilities
that are by their terms subordinated to the Notes or the Note Guarantees), that are assumed by the transferee of any such assets and as
a result of which the Issuer and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are indemnified
against further liabilities or that are otherwise retired or repaid;


 


(B)            any
securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted
by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset Sale, to
the extent of the cash or Cash Equivalents received in that conversion;


 


(C)            any
Capital Stock or assets of the kind referred to in ‎‎Section 4.09(b)(ii) or ‎‎(iv)‎;


 


(D)            Indebtedness
(other than Indebtedness that is by its terms subordinated to the Notes or the Note Guarantees) of any Restricted Subsidiary that is no
longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that each Restricted Subsidiary is released from any Guarantee
of such Indebtedness in connection with such Asset Sale;


 


(E)            consideration
consisting of Indebtedness of the Issuer or any Guarantor received from Persons who are not the Issuer or any Restricted Subsidiary; and


 


(F)            consideration
other than cash, Cash Equivalents or Replacement Assets received by the Issuer or any Restricted Subsidiary in Asset Sales with a Fair
Market Value not exceeding $125.0 million in the aggregate outstanding at any one time.


 






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(b)            Within
450 days after the receipt of any Net Proceeds from an Asset Sale or any Event of Loss, the Issuer (or the applicable Restricted Subsidiary,
as the case may be) may apply such Net Proceeds:


 


(i)            to
repurchase the Notes pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest to (but not including) the date of purchase (a “Notes Offer”);


 


(ii)           to
acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; provided that
(i) after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary,
and (ii) to the extent the assets that were the subject of such Asset Sale or Event of Loss comprised part of the
Collateral, the assets comprising such Permitted Business shall also be pledged as Collateral;


 


(iii)          to
make a capital expenditure; provided that to the extent the assets that were the subject of such Asset Sale or Event of Loss comprised
part of the Collateral, such capital expenditures shall be made in respect of assets that are Collateral;


 


(iv)         to
acquire other assets (other than Capital Stock) not classified as current assets under GAAP that are used or useful in a Permitted Business;
provided that to the extent the assets that were the subject of such Asset Sale or Event of Loss comprised part of the Collateral, the
assets being acquired shall also be pledged as Collateral;


 


(v)          to
repurchase, prepay, redeem or repay Indebtedness (A) upon the sale of assets that do not constitute Collateral, of the Issuer or
a Restricted Subsidiary which is not a Guarantor (other than Indebtedness owed to the Issuer or a Restricted Subsidiary) or of the Issuer
or any Guarantor that is secured by a Lien on the assets that were the subject of such Asset Sale or Event of Loss (provided that the
assets secured by such Lien do not constitute Collateral) or (B) of the Issuer or a Guarantor that is secured by a Lien on the Collateral
and that is pari passu in right of payment with the Notes or any Note Guarantee; provided that, in the case of this clause ‎‎(B),
the Issuer (or the applicable Restricted Subsidiary) may repurchase, prepay, redeem or repay such pari passu Indebtedness only
if the Issuer (or the applicable Restricted Subsidiary) makes an offer to all Holders to purchase their Notes in accordance with the provisions
set forth below for an Asset Sale Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the
total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding
plus the total aggregate principal amount outstanding of such pari passu Indebtedness;


 



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(vi)         to
enter into a binding commitment to apply the Net Proceeds pursuant to clause ‎(ii), ‎(iii) or
‎(iv) of this ‎‎Section 4.09(b); provided that such binding commitment (or any
subsequent commitments replacing the initial commitment that may be cancelled or terminated) shall be treated as a permitted application
of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure
is consummated and (y) the 180th day following the expiration of the aforementioned 450 day period; or


 


(vii)        any
combination of the foregoing.


 


Pending the final application of any Net
Proceeds, the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce borrowings under any revolving credit
facility, or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.


 


(c)            Any
Net Proceeds from Asset Sales or an Event of Loss that are not applied or invested as provided in ‎Section 4.09(b) (it
being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in ‎‎Section 4.09(b)(i) or
‎‎‎(v) above shall be deemed to have been applied or invested whether or not such Notes Offer is accepted)
will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $125.0 million (or at an earlier
time, at the option of the Issuer), within ten Business Days thereof, the Issuer will make an offer (an “Asset Sale Offer”)
to all Holders and may make an offer to all holders of other Indebtedness that is secured by a Lien on the Collateral and that is pari
passu in right of payment with the Notes or any Note Guarantees with respect to offers to purchase, prepay or redeem with the proceeds
of sales of assets or events of loss to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu
Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection
therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer
will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase,
prepayment or redemption, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest
Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or a Restricted
Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount
of Notes and such other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer
exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the
Net Proceeds so applied, the Trustee will select the Notes and such other pari passu Indebtedness, if applicable, to be purchased
on a pro rata basis (or in the manner provided in ‎‎Section 3.03), based on the amounts tendered or required to
be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.


 


The Issuer will comply with the requirements of
Rule 14e-1 under the U.S. Exchange Act and any other securities laws and regulations (and rules of any exchange on which the
Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations or exchange
rules conflict with the Asset Sale or Notes Offer provisions of this Indenture, the Issuer will comply with the applicable securities
laws, regulations and rules and will not be deemed to have breached its obligations under the Asset Sale or Notes Offer provisions
of this Indenture by virtue of such compliance.


 



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Section 4.10.     Transactions
with Affiliates.


 


(a)            The
Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $50.0 million, unless:


 


(i)            the
Affiliate Transaction is on terms that are, taken as a whole, no less favorable to the Issuer or the relevant Restricted Subsidiary than
those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person who is not such
an Affiliate; and


 


(ii)           the
Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $125.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with this ‎‎Section 4.10 and that such Affiliate Transaction
has been approved by a majority of the disinterested members of the Board of Directors of the Issuer (or in the event there is only one
disinterested director, by such disinterested director, or, in the event there are no disinterested directors, by unanimous approval of
the members of the Board of Directors of the Issuer).


 


(b)            Notwithstanding
the foregoing, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions
of ‎‎Section 4.10(a):


 


(i)           any
employment agreement, collective bargaining agreement, consulting agreement or employee benefit arrangements with any employee, consultant,
officer or director of the Issuer or any Restricted Subsidiary, including under any stock option, stock appreciation rights, stock incentive
or similar plans, entered into in the ordinary course of business;


 


(ii)           transactions
between or among the Issuer and/or its Restricted Subsidiaries;


 


(iii)          transactions
with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns,
directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 



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(iv)          payment
of reasonable and customary fees, salaries, bonuses, compensation, other employee benefits and reimbursements of expenses (pursuant to
indemnity arrangements or otherwise) of Officers, directors, employees or consultants of the Issuer or any of its Restricted Subsidiaries;


 


(v)           any
issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of the Issuer;


 


(vi)         Restricted
Payments that do not violate ‎‎Section 4.08;


 


(vii)        transactions
pursuant to or contemplated by any agreement in effect on the Issue Date and transactions pursuant to any amendment, modification or extension
to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the
Holders than the original agreement as in effect on the Issue Date;


 


(viii)       Permitted
Investments (other than Permitted Investments described in clauses (c), (d), (e), (o), (p), (q) and (r) of the definition thereof);


 


(ix)          Management
Advances;


 


(x)           transactions
with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and
otherwise in compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries in the reasonable
determination of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable
as might reasonably have been obtained at such time from an unaffiliated Person;


 


(xi)          the
granting and performance of any registration rights for the Issuer’s Capital Stock;


 


(xii)         any
contribution to the capital of the Issuer;


 


(xiii)        pledges
of Equity Interests of Unrestricted Subsidiaries;


 


(xiv)        transactions
with respect to which the Issuer has obtained an opinion of an accounting, appraisal or investment banking firm of international standing,
or other recognized independent expert of international standing with experience appraising the terms and conditions of the type of transaction
or series of related transactions for which an opinion is required, stating that the transaction or series of related transactions is
(A) fair from a financial point of view taking into account all relevant circumstances or (B) on terms not less favorable than
might have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person who is not an Affiliate;


 


(xv)        [reserved];
and


 


(xvi)        transactions
undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate)
between the Issuer and any other Person or a Restricted Subsidiary and any other Person with which the Issuer or any of its Restricted
Subsidiaries files a combined, consolidated, unitary or similar group tax return or which the Issuer or any of its Restricted Subsidiaries
is part of a group for tax purposes that are effected for the purpose of improving the combined, consolidated, unitary or similar group
tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any provision of this Indenture.


 



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Section 4.11.     Purchase
of Notes upon a Change of Control.


 


(a)            If
a Change of Control Triggering Event occurs at any time, then the Issuer shall make an offer (a “Change of Control Offer”)
to each Holder to purchase such Holder’s Notes, at a purchase price (the “Change of Control Purchase Price”)
in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase
(the “Change of Control Purchase Date”) (subject to the rights of Holders on the relevant Record Dates to receive interest
due on the relevant Interest Payment Date).


 


(b)            Within
30 days following any Change of Control Triggering Event, the Issuer shall deliver a notice to each Holder of the Notes at such Holder’s
registered address or otherwise deliver a notice in accordance with the procedures set forth in ‎‎Section 3.04,
which notice shall state:


 


(i)           that
a Change of Control Triggering Event has occurred, and the date it occurred, and that a Change of Control Offer is being made;


 


(ii)          the
circumstances and relevant facts regarding such Change of Control (including, but not limited to, applicable information with respect
to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control);


 


(iii)         the
Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 10 days nor later
than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice;


 


(iv)         that
any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase
Date unless the Change of Control Purchase Price is not paid;


 


(v)          that
any Note (or part thereof) not tendered shall continue to accrue interest; and


 


(vi)         any
other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance.


 



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(c)            On
the Change of Control Purchase Date, the Issuer shall, to the extent lawful:


 


(i)           accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)          deposit
with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered;
and


 


(iii)         deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Issuer.


 


(d)            The
Paying Agent shall promptly deliver to each Holder which has properly tendered and so accepted the Change of Control Offer for such Notes,
and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (or cause to be transferred
by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Any Note
so accepted for payment will cease to accrue interest on or after the Change of Control Purchase Date. The Issuer shall publicly announce
the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.


 


(e)            This
‎‎Section 4.11 will be applicable whether or not any other provisions of this Indenture are applicable.


 


(f)             If
the Change of Control Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued
and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date,
and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer.


 


(g)            The
Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change
of Control Offer or (2) a notice of redemption has been given pursuant to the provisions of paragraph 6 of the Notes, unless and
until there is a default in payment of the applicable Redemption Price. Notwithstanding anything to the contrary contained herein, a Change
of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive
agreement is in place for the Change of Control at the time the Change of Control Offer is made.


 


(h)            The
Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
(and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are
applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions
of any securities laws or regulations or exchange rules conflict with the Change of Control provisions of this Indenture, the
Issuer shall comply with the applicable securities laws, regulations and rules and will not be deemed to have breached its
obligations under this Indenture by virtue of such compliance.


 



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Section 4.12.     Additional
Amounts.


 


(a)            All
payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect
to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present
or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable
withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf
of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for
tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by
or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision
thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect
to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or
premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”)
as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction
will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding
or deduction; provided, however, that no Additional Amounts shall be payable with respect to:


 


(i)            any
Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor,
beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if the relevant
Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a
citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or
having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with
the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise
or enforcement of rights under such Note, such Note Guarantee or this Indenture, or the receipt of payments in respect of such Note or
Note Guarantee;


 


(ii)          any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more
than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would
have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);


 



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(iii)         any
estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(iv)         any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee;


 


(v)          any
Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of the Notes,
following the Issuer’s reasonable written request addressed to the Holder at least 30 days before any such withholding or deduction
would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of
deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or
beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally
eligible to provide such certification or documentation;


 


(vi)         any
Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf
of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise
accepting payment from, another Paying Agent;


 


(vii)        any
Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the Holder of the Notes if such Holder is a
fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have
been imposed on such payments had such Holder been the sole beneficial owner of such Note;


 


(viii)       any
Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof,
including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Sections 1471 through 1474 of the
Code or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any
regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S.
jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing
or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described above); or


 


(ix)          any
combination of clauses ‎‎(i) through ‎‎(viii) above.


 






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In
addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue,
registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including
penalties, interest and additions to tax related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery,
issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt
of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes
attributable to the receipt of any payments or that are imposed on or result from a sale or other transfer or disposition of a Note by
a Holder or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses ‎‎(i) through
‎‎(iii) or ‎‎(v) through
‎‎(ix) above or any combination thereof), save in each
case for any such taxes, charges or levies which arise or are increased as a result of any document effecting the registration, issue
or delivery of any of the notes either being signed or executed in the United Kingdom or being brought into the United Kingdom.


 


(b)            If
the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any
payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, shall deliver
to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises
after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter)
an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The
Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional
Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably
satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s
Certificate as conclusive proof that such payments are necessary.


 


(c)            The
Issuer or the relevant Guarantor, if it is the applicable withholding agent, shall make all withholdings and deductions (within the
time period) required by law and shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with
applicable law. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Tax authority
evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Trustee (or
to a Holder of the Notes upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made,
certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding
such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to
the Trustee) by such entity.


 


(d)            Whenever
in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes
or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention
shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof.


 



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(e)            This
‎‎Section 4.12 shall survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder
or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer
(or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which
payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political
subdivision thereof or therein.


 


Section 4.13.     [Reserved].


 


Section 4.14.     Note
Guarantees and Security Interests.


 


Subject to the Agreed Security Principles, the
Issuer shall, and shall cause each Guarantor to, (i) complete all filings and other similar actions required in connection with the
creation and perfection of the security interests in the Collateral owned by it in favor of the Holders, the Trustee (on its own behalf
and on behalf of the Holders) and/or the Security Agent (on behalf of itself, the Trustee and the Holders), as applicable, as and to the
extent contemplated by the Security Documents set forth on Schedule II attached hereto within the time periods set forth therein and deliver,
and cause each Guarantor to deliver, such other agreements, instruments, certificates and opinions of counsel that may be reasonably requested
by the Security Agent in connection therewith and (ii) take all actions necessary to maintain such security interests. For the avoidance
of doubt, a Paying Agent shall be held harmless by the Issuer and have no liability with respect to payments or disbursements to be made
by such Paying Agent for which payment instructions are not made or that are not otherwise deposited by the respective times set forth
in this Indenture.


 


Section 4.15.     Additional
Guarantees.


 


(a)            Subject
to the Agreed Security Principles, the Issuer may, at its option, elect to cause any of its Restricted Subsidiaries that is not a
Guarantor to Guarantee the payment of the Notes by executing and delivering a Supplemental Indenture providing for the Note
Guarantee of the payment of the Notes by such Restricted Subsidiary which Note Guarantee may be senior to or pari passu in
right of payment with such Restricted Subsidiary’s Guarantee of other permitted Indebtedness and with respect to any Guarantee
of Indebtedness that is expressly contractually subordinated in right of payment to the Notes or to any Note Guarantee by such
Restricted Subsidiary, any such Guarantee will be subordinated to such Restricted Subsidiary’s Note Guarantee at least to the
same extent as such subordinated Indebtedness is subordinated to the Notes.


 


(b)            Following
the provision of any additional Note Guarantees as described in the immediately preceding paragraph, subject to the Agreed Security Principles,
at the Issuer’s election, any such Guarantor may provide security over certain of its material assets to secure its Note Guarantee
on a first-priority basis consistent with the Collateral.


 






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Section 4.16.     Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a)            The
Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist
or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(i)            pay
dividends or make any other distributions on its Capital Stock to the Issuer or any Restricted Subsidiary, or with respect to any other
interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any Restricted Subsidiary;


 


(ii)           make
loans or advances to the Issuer or any Restricted Subsidiary; or


 


(iii)          sell,
lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary;


 


provided
that (x) the priority of any preferred stock or preference shares in receiving dividends or liquidating distributions prior to dividends
or liquidating distributions being paid on common stock or ordinary shares, (y) the subordination of (including the application of
any standstill period to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer
or any Restricted Subsidiary and (z) the provisions contained in documentation governing or relating to Indebtedness requiring transactions
between or among the Issuer and any Restricted Subsidiary or between or among any Restricted Subsidiaries to be on fair and reasonable
terms or on an arm’s-length basis, in each case, shall not be deemed to constitute such an encumbrance or restriction.


 


(b)            The
provisions of ‎‎Section 4.16(a) above shall not apply to encumbrances or restrictions existing under or by
reason of:


 


(i)            agreements
or instruments governing or relating to Existing Indebtedness (including pursuant to the ARCA, the Existing Notes, the New
Exchangeable Notes, the New Unsecured Notes and the ECA Facilities and the related documentation, and including certain perpetual
licenses (and any sublicenses thereunder) with respect to certain intellectual property granted by US NewCo and the U.S.
Branch of UK NewCo to the Issuer in connection with the Existing Secured Notes) and any amendments, restatements, modifications,
renewals, supplements, refundings, replacements or refinancings of those agreements; provided
that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially
less favorable, taken as a whole, to the Holder with respect to such dividend and other payment restrictions than those contained in
those agreements or instruments on the Issue Date (as determined in good faith by the Issuer);


 


(ii)          the
Note Documents;


 


(iii)         agreements
or instruments governing other Indebtedness permitted to be incurred under ‎‎Section 4.06 and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that
the Issuer determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not adversely affect,
in any material respect, the Issuer’s ability to make principal or interest payments on the Notes;


 



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(iv)         applicable
law, rule, regulation or order or the terms of any license, authorization, concession or permit;


 


(v)          any
agreement or instrument governing or relating to Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (other than any agreement or instrument entered into in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Indenture to be incurred;


 


(vi)         customary
non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business;


 


(vii)        purchase
money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the
property purchased or leased of the nature set forth in ‎‎Section 4.16(a)(iii) or any encumbrance
or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture;


 


(viii)       any
agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;


 


(ix)          Permitted
Refinancing Indebtedness; provided that either (i) the restrictions contained in the agreements or instruments governing such
Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements or instruments
governing the Indebtedness being refinanced or (ii) the Issuer determines at the time of the incurrence of such Indebtedness that
such encumbrances or restrictions will not adversely effect, in any material respect, the Issuer’s ability to make principal or
interest payments on the Notes;


 


(x)           Liens
permitted to be incurred under ‎‎Section 4.07 that limit the right of the debtor to dispose of the assets
subject to such Liens;


 


(xi)          provisions
limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements,
stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment or Permitted
Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets
that are the subject of such agreements;


 



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(xii)         restrictions
on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each
case, under contracts entered into in the ordinary course of business;


 


(xiii)        any
customary Productive Asset Leases for Vessels and other assets used in the ordinary course of business; provided that such encumbrance
or restriction only extends to the Vessel or other asset financed in such Productive Asset Lease;


 


(xiv)       any
encumbrance or restriction existing with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary
that is designated as a Restricted Subsidiary in accordance with the terms of this Indenture at the time of such designation and not
incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person other than such Unrestricted
Subsidiary or the property or assets of such Unrestricted Subsidiary; provided that the encumbrances or restrictions are customary
for the business of such Unrestricted Subsidiary and would not, at the time agreed to, be expected to affect the ability of the Issuer
and the Guarantors to make payments under the Notes, the Note Guarantees and this Indenture, as the case may be;


 


(xv)        customary
encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture;


 


(xvi)       [reserved];
and


 


(xvii)       any
encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements
the agreements containing the encumbrances or restrictions in the foregoing clauses ‎‎(i) through ‎‎(xvi),
or in this clause ‎‎(xvii); provided that the terms and conditions of any such encumbrances or restrictions
are no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced, replaced,
amended, modified, restated or supplemented.


 


Section 4.17.     Designation
of Restricted and Unrestricted Subsidiaries.


 


(a)            The
Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not
cause a Default.


 


(b)            If
a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment
made as of the time of the designation and will reduce the amount available for Restricted Payments under ‎‎Section 4.08
or under one or more clauses of the definition of “Permitted Investments,” as determined by the Issuer. The designation of
a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the deemed Investment resulting from such designation
would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 



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(c)            The
Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.


 


(d)            Any
designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee
a copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate
certifying that such designation complied with the preceding conditions and was permitted by ‎‎Section 4.08.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be
deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under ‎‎Section 4.06, the Issuer will be in default of such ‎‎Section 4.06.
The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness
of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under ‎‎Section 4.06,
calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and
(ii) no Default or Event of Default would be in existence following such designation.


 


Section 4.18.     [Reserved.]


 


Section 4.19.     Reports
to Holders.


 


(a)            So
long as any Notes are outstanding, notwithstanding that a Reporting Entity may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to the rules and regulations promulgated by the Commission, the Reporting Entity will file with the Commission
within the time periods specified in the Commission’s rules and regulations that are then applicable to the Reporting Entity
(or if the Reporting Entity is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable
to a filer that is not an “accelerated filer” as defined in such rules and regulations) (in either case, including any
extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the Commission):


 


(i)           all
financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form,
filed with the Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section and a report on the annual financial statements by the Reporting Entity’s independent registered public accounting firm;


 



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(ii)            all
financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form,
filed with the Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section; and


 


(iii)            all
current reports that would be required to be filed with the Commission on Form 8-K, or any successor or comparable form, if the Reporting
Entity were required to file such reports,


 


in each case in a manner that complies in all material respects with
the requirements specified in such form provided, however, that the Trustee shall have no responsibility whatsoever to determine
if such filing has occurred.


 


Notwithstanding the foregoing, (A) neither the Issuer nor
another Reporting Entity will be required to furnish any information, certificates or reports that would otherwise be required by
Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (B) such
reports will not be required to contain financial information required by Rule 3-10 or Rule 3-16 of Regulation S-X,
(C) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial
and other information in the Offering Memorandum and shall not be required to present compensation or beneficial ownership
information and (D) the Issuer’s determination that it is a “foreign private issuer” (as such term is defined
in the Securities Act or the Exchange Act) shall be conclusive with respect to the determination of which Exchange Act form or forms
of reports, information and documents are required to be provided pursuant to this covenant, until such time as the Issuer or the
Commission determines that the Issuer does not qualify as a “foreign private issuer” (as so defined) for purposes of
providing such reports, information and documents.


 


The financial statements, information and other documents required
to be provided as described in this Section 4.19 may be those of (i) the Issuer or (ii) any direct or indirect parent of
the Issuer (any such entity, a “Reporting Entity”), so long as in the case of (ii) such direct or indirect parent of
the Issuer shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations
other than its direct or indirect ownership of all of the Equity Interests in, and its management of the Issuer; provided that, if the
financial information so furnished relates to such direct or indirect parent of the Issuer, the same is accompanied by a reasonably detailed
description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating
to the Issuer and its Subsidiaries on a standalone basis, on the other hand.


 


(b)            The
requirements set forth in Section 4.19(a) may be satisfied by delivering such information to the Trustee and posting copies
of such information on a website or on IntraLinks or any comparable online data system or website.


 






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(c)            Not
later than ten Business Days after the furnishing of each such report discussed in ‎‎Section 4.19(a)(i) or
‎(ii), the Issuer will hold a conference call related to the report. Details regarding access to such conference call will
be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website
on which the report is posted.


 


(d)            The
Issuer will make the information described in ‎‎Section 4.19(a) available electronically to prospective investors
upon request. For so long as any Notes remain outstanding during any period when it is not or the Issuer is not subject to Section 13
or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of
the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.


 


(e)            Notwithstanding
the foregoing clauses ‎‎(a) through ‎‎(d) of this ‎‎Section 4.19,
the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors,
market makers, securities analysts and the Trustee for all purposes of this Indenture if the Reporting Entity has filed such reports
with the Commission via the EDGAR filing system (or any successor system) and such reports are publicly available.


 


(f)            Delivery
of reports, information and documents to the Trustee is for informational purposes only, and its receipt of such reports, information
and documents shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this
Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates delivered pursuant
to this Indenture). The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered
or filed under or in connection with this Indenture or the transactions contemplated thereunder.


 


Section 4.20.     Further
Assurances. Subject to the Agreed Security Principles, the Issuer and its Restricted Subsidiaries will promptly execute, and use
commercially reasonable efforts to cause the execution of, any and all further documents, financing statements, agreements and instruments,
and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording
of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens
in stock, or any other, registries), that may be required under any applicable law, or that the Security Agent may reasonably request,
(i) for registering any of the Security Documents in any required register and for granting, perfecting, preserving or protecting
the security intended to be afforded by such Security Documents and (ii) if such Security Documents have become enforceable, for
facilitating the realization of all or any part of the assets which are subject to such Security Documents and for facilitating the exercise
of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets, all at
the expense of the Issuer, and provide to the Security Agent from time to time upon reasonable request of the Security Agent, evidence
reasonably satisfactory to the Security Agent as to the perfection and priority of the Liens created or intended to be created by the
Security Documents.


 






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Section 4.21.     [Reserved].


 


Section 4.22.     Impairment
of Security Interest. The Issuer shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action,
which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it
being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the Liens
on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses ‎(i) and ‎‎(ii),
shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of
the Trustee, Security Agent and the holders of the Notes, and the Issuer shall not, and shall not permit any Restricted Subsidiary
to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the holders of the Notes and the other
beneficiaries described in the Security Documents, any Lien over any of the Collateral that is prohibited by ‎‎Section 4.07; provided
that the Issuer and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by ‎‎Section 4.07,
including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with this Indenture and the
applicable Security Documents.


 


Subject
to the foregoing, the Security Documents may be amended, extended, renewed, restated or otherwise modified or released to (i) cure
any ambiguity, omission, defect or inconsistency therein; (ii) add to the Collateral; or (iii) make any other change thereto
that does not adversely affect the holders of the Notes in any material respect; provided, however, that (except where permitted
by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders
of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or
otherwise modified or released, unless contemporaneously with such amendment, extension, renewal, restatement or modification or release
(followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Issuer delivers to the Security
Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee,
from an accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Issuer and its Subsidiaries,
taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or
release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after
giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an
immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications
customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving
effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate
retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended,
extended, renewed, restated, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation,
imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to
such amendment, extension, renewal, restatement, modification or release and retake and to which the new Indebtedness secured by the Permitted
Collateral Lien is not subject. In the event that the Issuer and its Restricted Subsidiaries comply with the requirements of this ‎‎Section 4.22,
the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the
need for instructions from the Holders of the Notes.


 






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Section 4.23.     After-Acquired
Property. Promptly following the acquisition by a Guarantor of any After-Acquired Property (but subject to the Agreed Security
Principles and ‎‎Article Eleven),
such Guarantor shall execute and deliver such amendments or supplements to the relevant Security Documents or such other mortgages, financing
statements, opinions of counsel or other documents as the Security Agent shall reasonably deem necessary or advisable to grant to
the Security Agent a Lien on such property and thereupon all provisions of this Indenture relating to the Collateral shall be deemed
to relate to such After-Acquired Property to the same extent and with the same force and effect.


 


Section 4.24.     Re-flagging
of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself
in another jurisdiction, or amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that
it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized
by the United States of America with an Investment Grade credit rating from either S&P or Moody’s or any Permitted Jurisdiction;
provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any
Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04,
(x) the Issuer or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the
Issuer delivers to the Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the
Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the
Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate
from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions
related to such re-flagging, and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel),
in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such
re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the
avoidance of doubt, the provisions of ‎Article Five
will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section 4.24.


 






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Section 4.25.     Covenant
Fall-Away Events


 


If
on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from at least two of the Rating Agencies and (ii) no
Default has occurred and is continuing under this Indenture, then, beginning on such date (the occurrence of the events described in the
foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Fall-Away Event”), the
covenants specifically listed under the provisions of this Indenture described pursuant to Sections 4.06, 4.08, 4.09, 4.10 and 4.16 and
Clause 5.01(a)(iv) of Section 5.01 shall be terminated regardless of whether the conditions set forth in clause (i) and
(ii) continue to be satisfied. The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any
Covenant Fall-Away Event. The Trustee shall not have any duty to monitor whether or not a Covenant Fall-Away Event has occurred, nor any
duty to notify the Holders of the Notes of any of the foregoing.


 





Article Five

Merger, Amalgamation, Consolidation or Sale of Assets


 


Section 5.01.     Merger,
Amalgamation, Consolidation or Sale of Assets.


 


(a)            The
Issuer will not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not the Issuer
is the surviving company or corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to
another Person, unless:


 


(i)            either:
(A) the Issuer is the surviving company or corporation; or (B) the Person formed by or surviving any such consolidation, amalgamation
or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made
is an entity incorporated, organized or existing under the laws of any Permitted Jurisdiction;


 


(ii)            the
Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or the Person to which such sale,
assignment, transfer, lease, conveyance or other disposition has been made assumes (A) by a Supplemental Indenture entered into with
the Trustee, all the obligations of the Issuer under the Notes and this Indenture and (B) all obligations of the Issuer under the
Security Documents, subject to the Agreed Security Principles;


 


(iii)            immediately
after such transaction, no Default or Event of Default is continuing;


 


(iv)            the
Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer), or to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made would, on the date of such transaction after giving pro
forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter
period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
‎‎Section 4.06(a); and


 






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(v)            the
Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, amalgamation,
merger or transfer and, in the case in which a Supplemental Indenture is entered into, such Supplemental Indenture, comply with this ‎‎Section 5.01
and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.


 


Clauses
 ‎‎(iii) and ‎(iv) of this ‎‎Section 5.01(a) shall
not apply to any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets to or
merger, amalgamation or consolidation of the Issuer with or into a Guarantor and clause ‎‎(iv) of
this ‎‎Section 5.01(a) will not apply to any
sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets to or merger,
amalgamation or consolidation of the Issuer with or into an Affiliate solely for the purpose of reincorporating or continuing the
Issuer in another jurisdiction for tax reasons.


 


(b)            A
Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and this Indenture
as provided in ‎‎Section 10.03) will not, directly or indirectly: (1) consolidate, amalgamate or merge with
or into another Person (whether or not such Guarantor is the surviving company or corporation), or (2) sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its Subsidiaries which are Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:


 


(i)            immediately
after giving effect to that transaction, no Default or Event of Default is continuing;


 


(ii)           either:


 


(A)            the
person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation
or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture and the Security Documents to which such
Guarantor is a party, pursuant to a Supplemental Indenture; or


 


(B)            such
sale, assignment, transfer, lease, conveyance or other disposition of assets does not violate the provisions of this Indenture (including
 ‎‎Section 4.09); and


 


(iii)          the
Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, amalgamation,
merger or transfer and, in the case in which a Supplemental Indenture is entered into, such Supplemental Indenture, comply with this ‎‎Section 5.01
and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.


 






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(c)            Notwithstanding
the provisions of paragraph ‎‎(b) above, (x) (a) any Restricted Subsidiary may consolidate,
amalgamate or merge with or into or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
properties and assets to any Guarantor and (b) any Guarantor may consolidate, amalgamate or merge with or into or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of such Guarantor and its
Subsidiaries which are Restricted Subsidiaries to another Guarantor and (y) any Guarantor may consolidate, amalgamate or merge
with or into an Affiliate incorporated or organized for the purpose of changing the legal domicile of such Guarantor,
reincorporating or continuing such Guarantor in another jurisdiction or changing the legal form of such Guarantor.


 


Section 5.02.     Successor
Substituted. Upon any consolidation, amalgamation or merger, or any sale, conveyance, transfer, lease or other disposition of all
or substantially all of the property and assets of the Issuer in accordance with ‎‎Section 5.01
of this Indenture, any surviving entity formed by such consolidation or amalgamation or into which the Issuer is merged or to which such
sale, conveyance, transfer, lease or other disposition is made, shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuer under this Indenture with the same effect as if such surviving entity had been named as the Issuer herein; provided
that the Issuer shall not be released from its obligation to pay the principal of, premium, if any, or interest and Additional Amounts,
if any, on the Notes in the case of a lease of all or substantially all of its property and assets.


 


Article Six

Defaults and Remedies


 


Section 6.01.     Events
of Default.


 


(a)            Each
of the following shall be an “Event of Default”:


 


(i)            default
for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes;


 


(ii)           default
in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;


 


(iii)          failure
by the Issuer or relevant Guarantor to comply with ‎‎Sections ‎‎4.11 or ‎‎5.01;


 


(iv)          failure
by the Issuer or relevant Guarantor for 60 days after written notice to the Issuer by the Trustee or the Holders of at least 30% in aggregate
principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in this Indenture (other
than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clause ‎‎(i),
‎‎(ii) or ‎‎(iii) above);


 






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(v)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of
its Restricted Subsidiaries), other than Indebtedness owed to the Issuer or any of its Restricted Subsidiaries, whether such Indebtedness
or Guarantee now exists, or is created after the Issue Date, if that default:


 





(A)            is
caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on
the date of such default; or


 


(B)            results
in the acceleration of such Indebtedness prior to its express maturity,


 


and, in each case, the principal amount of any such Indebtedness
that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid
or the maturity of which has been so accelerated, equals or exceeds $125.0 million in aggregate;


 


(vi)            failure
by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in
excess of $125.0 million (exclusive of any amounts for which a solvent insurance company has acknowledged liability), which judgments
shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement
of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;


 


(vii)            any
security interest under the Security Documents on any Collateral having a Fair Market Value in excess of $150.0 million shall, at any
time, cease to be in full force and effect (other than as a result of any action or inaction by the Security Agent and other than in accordance
with the terms of the relevant Security Document and this Indenture) for any reason other than the satisfaction in full of all obligations
under this Indenture or the release or amendment of any such security interest in accordance with the terms of this Indenture or such
Security Document or any such security interest created thereunder shall be declared invalid or unenforceable in a final non-appealable
decision of a court of competent jurisdiction or the Issuer or any Guarantor shall assert in writing that any such security interest is
invalid or unenforceable and any such Default continues for ten (10) days;


 






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(viii)            except
as permitted by this Indenture (including with respect to any limitations), any Note Guarantee is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor or any Person acting on behalf of any
such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or


  


(ix)            (A) a
court having jurisdiction over the Issuer, a Guarantor or a Significant Subsidiary enters (x) a decree or order for relief in
respect of the Issuer, any Guarantor or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary or
any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case or
proceeding under any Bankruptcy Law or (y) a decree or order adjudging the Issuer, any Guarantor or any of the Issuer’s
Restricted Subsidiaries that is a Significant Subsidiary, or any group of its Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Issuer, any such Guarantor or any such Subsidiary or group of
Restricted Subsidiaries under any Bankruptcy Law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Issuer, any such Guarantor or any such Subsidiary or group of Restricted Subsidiaries or of any
substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days or (B) the
Issuer, any Guarantor or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary or any group of its
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (i) commences a voluntary case under
any Bankruptcy Law or consents to the entry of an order for relief in an involuntary case under any Bankruptcy Law,
(ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, Custodian, trustee, sequestrator
or similar official of the Issuer, any such Guarantor or any such Subsidiary or group of Restricted Subsidiaries or for all or
substantially all the property and assets of the Issuer, any such Guarantor or any such Subsidiary or group of Restricted
Subsidiaries, (iii) effects any general assignment for the benefit of creditors or (iv) admits in writing that it
generally is not paying its debts as they become due or is found by a court of competent jurisdiction not to be so paying such
debts.


 


(b)            If
a Default or an Event of Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall
deliver to each Holder notice of the Default or Event of Default within the earlier of 90 days after its occurrence or 30 days after it
received actual knowledge thereof by registered or certified mail or facsimile transmission of an Officer’s Certificate specifying
such event, notice or other action, its status and what action the Issuer is taking or proposes to take with respect thereto. Except in
the case of a Default or an Event of Default in payment of principal of, premium, if any, and Additional Amounts or interest on any Notes,
the Trustee may withhold the notice to the Holders of such Notes if a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders. The Trustee shall not be deemed to have knowledge of a Default unless a Responsible
Officer has actual knowledge of such Default or a Responsible Officer receives a notice of default at its corporate trust officer and
such notice specifies the Default or Event of Default and the applicable section(s) of this Indenture and/or Security Documents subject
to such Default or Event of Default. The Issuer shall also notify the Trustee within 30 days of the occurrence of any Default stating
what action, if any, they are taking with respect to that Default.


 






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(c)            If
any report or conference call required by ‎Section 4.19 is provided after the deadlines indicated for such report or
conference call, the provision of such report or conference call shall cure a Default caused by the failure to provide such report or
conference call prior to the deadlines indicated, so long as no Event of Default shall have occurred and be continuing as a result of
such failure.


 


Section 6.02.        Acceleration.


 


(a)            If
an Event of Default (other than an Event of Default specified in ‎‎Section 6.01(a)(ix)) occurs and is continuing,
the Trustee may, or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer
(and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders of at least 30% in
aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. In the event a declaration
of acceleration of the Notes pursuant to ‎‎Section 6.01(a)(v) has occurred and is continuing, the declaration
of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default
pursuant to ‎‎Section 6.01(a)(v) shall be remedied or cured, or waived by the Holders of the relevant Indebtedness,
or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of
acceleration with respect thereto and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree
of a court of competent jurisdiction.


 


(b)            In
the case of an Event of Default arising under ‎‎Section 6.01(a)(ix), with respect to the Issuer, any Restricted
Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.


 


(c)            Upon
the Notes becoming due and payable upon an Event of Default, whether automatically or by declaration, the entire unpaid principal amount
of such Notes plus accrued and unpaid interest thereon shall all be immediately due and payable.


 


(d)            [Reserved]


 


(e)            The
holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of
the holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under
this Indenture, except a continuing Default or Event of Default:


  


(i)            in
the payment of the principal of, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting holder (which
may only be waived with the consent of each holder of Notes affected); or


 






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(ii)            for
any Note held by a non-consenting holder, in respect of a covenant or provision which under this Indenture cannot be modified or amended
without the consent of the Holder of each Note affected by such modification or amendment.


 


Upon any such rescission or waiver, such Default
shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose under this Indenture,
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


(f)            Holders
of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial
to the rights of other holders of the Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether
or not any such directions are unduly prejudicial to such Holders) or that may involve the Trustee in personal liability. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is
in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium,
if any.


 


(g)            Subject
to the provisions of ‎‎Article Seven, in case an Event of Default occurs and is continuing, the Trustee will be
under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such
Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except (subject
to the provisions of ‎‎Article Nine) to enforce the right to receive payment of principal, premium, if any, or
interest or Additional Amounts when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:


 


(i)            such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(ii)            Holders
of at least 30% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;


 


(iii)            such
Holders have offered, and if requested, provide to the Trustee reasonable security or indemnity against any loss, liability or expense;


 






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(iv)            the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and


 





(v)            Holders
of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such
request within such 60-day period.


 


(h)            Within
30 days of the occurrence of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying
such Default or Event of Default.


 


Section 6.03.        Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect
the payment of principal of, or interest if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture.
The Trustee may direct the Security Agent to take enforcement action with respect to the Collateral if any amount is declared or becomes
due and payable pursuant to ‎‎Section 6.02
(but not otherwise).


 


All rights of action and claims under this Indenture
or the Notes may be prosecuted and enforced by the Trustee, and all rights of action and claims under the Security Documents may be prosecuted
or enforced under the Security Documents by the Security Agent (in consultation with the Trustee, where appropriate), without the possession
of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee or
the Security Agent shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee or the Security Agent, their agents
and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered. A delay or omission by the
Trustee, the Security Agent or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.


 


Each Holder, by accepting a Note, acknowledges
that the exercise of remedies by the Security Agent with respect to the Collateral is subject to the terms and conditions of the Security
Documents.


 


Section 6.04.         Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may, by written notice
to the Trustee, on behalf of the Holders of all the Notes, waive any past Default hereunder and its consequences, except a Default:


 


(a)            in
the payment of the principal of, premium, if any, Additional Amounts, if any, or interest on any Note; or


 






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(b)            in
respect of a covenant or provision hereof which under ‎‎Article Nine cannot be modified or amended without the
consent of the holders of each Note affected by such modification or amendment.


  


Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.


 


Section 6.05.        Control
by Majority. The Holders of a majority in aggregate principal amount of the Notes may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee under this Indenture;
provided that:


 


(a)            the
Trustee may refuse to follow any direction that conflicts with law, this Indenture or that the Trustee determines, without obligation,
in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction;


 


(b)            the
Trustee may refuse to follow any direction that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve
the Trustee in personal liability; and


 


(c)            the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 


Section 6.06.     Limitation
on Suits. A Holder may not institute any proceedings or pursue any remedy with respect to this Indenture or the Notes unless:


 


(a)            Such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(b)            the
Holders of at least 30% in aggregate principal amount of outstanding Notes shall have made a written request to the Trustee to pursue
such remedy;


 


(c)            such
Holder or Holders offer the Trustee indemnity and/or security (including by way of pre-funding) reasonably satisfactory to the Trustee
against any costs, liability or expense;


 


(d)            the
Trustee does not comply with the request within 30 days after receipt of the request and the offer of indemnity and/or security (including
by way of pre-funding); and


 


(e)            during
such 30-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction
that is inconsistent with the request.


 


The
limitations in the foregoing provisions of this ‎‎Section 6.06, however, do not apply to a suit instituted by
a Holder for the enforcement of the payment of the principal of, premium, if any, Additional Amounts, if any, or interest, if any, on
such Note on or after the respective due dates expressed in such Note.


 









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A Holder may not use this Indenture to prejudice
the rights of any other Holder or to obtain a preference or priority over another Holder.


 


Section 6.07.        Unconditional
Right of Holders to Bring Suit for Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder to bring suit for the enforcement of payment of principal, premium, if any, Additional Amounts, if any, and interest,
if any, on the Notes held by such Holder, on or after the respective due dates expressed in the Notes shall not be impaired or affected
without the consent of such Holder.


 


Section 6.08.        Collection
Suit by Trustee. The Issuer covenants that if default is made in the payment of:


 


(a)            any
installment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or


 


(b)            the
principal of (or premium, if any, on) any Note at the Stated Maturity thereof,


 


the Issuer
shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then due and payable
on such Notes for principal (and premium, if any), Additional Amounts, if any and interest, and interest on any overdue principal (and
premium, if any) and Additional Amounts, if any and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient
to cover the amounts provided for in ‎‎Section 7.05 and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


If the Issuer fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or
any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property
of the Issuer or any other obligor upon the Notes, wherever situated.


 


Section 6.09.         Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the properly incurred compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under ‎‎Section 7.05)
and the Holders allowed in any judicial proceedings relative to any of the Issuer or Guarantors, their creditors or their property
and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders at their direction in any election of a
trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is
hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the properly incurred compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under ‎‎Section 7.05.
To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due to the Trustee under ‎‎Section 7.05
hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on,
and shall be paid out of, any and all distributions, dividends, money securities and other properties which the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or
otherwise.


 






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Nothing herein contained shall be deemed to empower
the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.


 


Section 6.10.         Application
of Money Collected. If the Trustee collects any money or property pursuant to this ‎‎Article Six,
it shall pay out the money or property in the following order:


 


FIRST:
to the Trustee, any Agent, and the Security Agent for amounts due under ‎‎Section 7.05;


 


SECOND: to Holders for amounts due and
unpaid on the Notes for principal of, premium, if any, interest, if any, and Additional Amounts, if any, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest, if any, and Additional
Amounts, if any, respectively; and


 


THIRD: to the Issuer, any Guarantor or
any other obligors of the Notes, as their interests may appear, or as a court of competent jurisdiction may direct.


 


The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this ‎‎Section 6.10. At
least 30 days before such record date, the Issuer shall deliver to each Holder and the Trustee a notice that states the record date, the
payment date and amount to be paid. This ‎‎Section 6.10
is subject at all times to the provisions set forth in ‎‎Section 11.02.


 


Section 6.11.         Undertaking
for Costs. A court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee or the Security Agent for any action taken or omitted by it as Trustee or as the Security Agent, the
filing by any party litigant in the suit of an undertaking to pay the costs of such suit, and such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This ‎‎Section 6.11 does not apply to a
suit by the Trustee or the Security Agent, a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes
or to any suit by any Holder pursuant to ‎‎Section 6.07.


 






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Section 6.12.        Restoration
of Rights and Remedies. If the Trustee or the Security Agent or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or the Security Agent or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, any
Guarantor, the Trustee, the Security Agent and the Holders shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee, the Security Agent and the Holders shall continue as though no such proceeding
had been instituted.


 


Section 6.13.        Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in ‎‎Section 2.07, no right
or remedy herein conferred upon or reserved to the Trustee, or the Security Agent or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.14.        Delay
or Omission Not Waiver. No delay or omission of the Trustee, or the Security Agent or of any Holder of any Note to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this ‎‎Article Six
or by law to the Trustee, or the Security Agent or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 


Section 6.15.        Record
Date. The Issuer may set a record date for purposes of determining the identity of Holders entitled to vote or to consent to any action
by vote or consent authorized or permitted by Sections ‎‎6.04
and ‎‎6.05. Unless this Indenture provides
otherwise, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee pursuant to ‎‎Section 2.05
prior to such solicitation.


 


Section 6.16.     Waiver
of Stay or Extension Laws. Each Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to the Trustee or to the Security Agent, but shall
suffer and permit the execution of every such power as though no such law had been enacted.


 






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Article Seven

Trustee and Security Agent


 


Section 7.01.        Duties
of Trustee and the Security Agent.


 


(a)            If
an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee or the Security Agent has actual knowledge,
the Trustee or the Security Agent shall exercise such of the rights and powers vested in it by this Indenture and the Security Documents
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


(b)            Subject
to the provisions of ‎‎Section 7.01(a), (i) the Trustee and the Security Agent undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture and the Security Documents and no others and no implied covenants
or obligations shall be read into this Indenture against the Trustee and the Security Agent; and (ii) in the absence of bad faith
on its part, the Trustee and the Security Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and the Security Agent and conforming to the requirements of
this Indenture and the Security Documents. In the case of any such certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee or the Security Agent, the Trustee and the Security Agent, as applicable, shall examine same to
determine whether they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).


 


(c)            The
Security Agent shall execute and deliver, if necessary, and act as beneficiary under, the Security Documents on behalf of the Holders
under this Indenture and shall take such other actions as may be necessary or advisable in accordance with the Security Documents. The
Security Agent shall remit any proceeds recovered from enforcement of the Security Documents; provided that all necessary approvals
are obtained from each relevant jurisdiction in which the Collateral is located.


 


(d)            Neither
the Trustee nor the Security Agent shall be relieved from liability for its own grossly negligent action, its own grossly negligent failure
to act or its own willful misconduct, except that:


 





(i)            this
paragraph does not limit the effect of paragraph ‎(b) of this ‎‎Section 7.01;


 


(ii)            the
Trustee and the Security Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the
Trustee or the Security Agent unless it is proved that the Trustee or the Security Agent was grossly negligent in ascertaining the
pertinent facts; and


  






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(iii)            the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to ‎Section ‎6.02 or ‎‎6.05.


 


(e)            The
Trustee, any Paying Agent and the Security Agent shall not be liable for interest on any money received by it except as the Trustee, any
Paying Agent and the Security Agent may agree in writing with the Issuer or the Guarantors. Money held by the Trustee, the Principal Paying
Agent or the Security Agent need not be segregated from other funds except to the extent required by law and, for the avoidance of doubt,
shall not be held in accordance with the UK client money rules.


 


(f)            No
provision of this Indenture or the Security Documents shall require the Trustee, each Agent, the Principal Paying Agent or the Security
Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not assured to it.


 


(g)            Any
provisions hereof or of the Security Documents relating to the conduct or affecting the liability of or affording protection to the Trustee,
each Agent, or the Security Agent, as the case may be, shall be subject to the provisions of this ‎‎Section 7.01.


 


Section 7.02.         Certain
Rights of Trustee and the Security Agent.


 


(a)            Subject
to ‎‎Section 7.01:


 


(i)            following
the occurrence of a Default or an Event of Default, the Trustee is entitled to require all Agents to act under its direction;


 


(ii)            the
Trustee and the Security Agent may rely conclusively, and shall be protected in acting or refraining from acting, upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person;





 


(iii)            before
the Trustee or the Security Agent act or refrain from acting, they may require an Officer’s Certificate or an Opinion of Counsel
or both, which shall conform to ‎‎Section 12.04. Neither the Trustee nor the Security Agent shall be liable
for any action it takes or omits to take in good faith in reliance on such certificate or opinion and such certificate or opinion will
be equal to complete authorization;


 






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(iv)            the
Trustee and the Security Agent may act through their attorneys and agents and shall not be responsible for the misconduct or negligence
of any attorney or agent appointed with due care by them hereunder;


 


(v)            neither
the Trustee nor the Security Agent shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture
or the Security Documents at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee and
the Security Agent security and/or indemnity (including by way of pre- funding) satisfactory to them against the costs, expenses and liabilities
that might be incurred by them in compliance with such request or direction;


 


(vi)            unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed
by an officer of such Issuer;


 


(vii)            neither
the Trustee nor the Security Agent shall be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within its rights or powers;


 


(viii)            whenever,
in the administration of this Indenture and the Security Documents, the Trustee and the Security Agent shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee and the Security Agent (unless
other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(ix)            neither
the Trustee nor the Security Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee and the Security Agent, individually, may (without a corresponding duty to do so) make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee or the Security Agent shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer personally
or by agent or attorney;


 





(x)            neither
the Trustee nor the Security Agent shall be required to give any bond or surety with respect to the performance of its duties or the exercise
of its powers under this Indenture or the Security Documents;


 


(xi)            in
the event the Trustee or the Security Agent receives inconsistent or conflicting requests and indemnity from two or more groups of Holders,
each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this
Indenture, the Trustee and the Security Agent may determine what action, if any, will be taken and shall incur no liability for their
failure to act until such inconsistency or conflict is, in their reasonable opinion, resolved;


 






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(xii)            the
permissive rights of the Trustee and the Security Agent to take the actions permitted by this Indenture and the Security Documents will
not be construed as an obligation or duty to do so;


 


(xiii)            delivery
of reports, information and documents to the Trustee under ‎‎Section 4.19 is for informational purposes
only and the Trustee’s receipt of the foregoing will not constitute actual or constructive notice of any information contained therein
or determinable from information contained therein, including the Issuer’s or any of its Restricted Subsidiary’s compliance
with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates);


 


(xiv)            the
rights, privileges, protections, immunities and benefits given to each of the Trustee and the Security Agent in this Indenture, including,
without limitation, its rights to be indemnified and compensated, are extended to, and will be enforceable by, the Trustee and the Security
Agent in each of their capacities hereunder, by the Registrar, the Agents, and each agent, custodian and other Person employed to act
hereunder;


 


(xv)            the
Trustee and the Security Agent may consult with counsel or other professional advisors and the advice of such counsel or professional
advisor or any Opinion of Counsel will, subject to ‎‎Section 7.01(c), be full and complete authorization
and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(xvi)            the
Trustee and the Security Agent shall have no duty to inquire as to the performance of the covenants of the Issuer and/or its Restricted
Subsidiaries in ‎‎Article Four hereof;


 


(xvii)            the
Trustee and the Security Agent shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall
not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as
applicable, of minimum denominations imposed under this Indenture, the Security Documents or under applicable law or
regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes,
but may at its sole discretion, choose to do so;


 


(xviii)            in
no event shall the Trustee or the Security Agent be responsible or liable for any failure or delay in the performance of its obligations
hereunder or under the Security Documents arising out of, or caused by, directly or indirectly, forces beyond its control, including,
without limitation, acts of war or terrorism, civil or military disturbances, public health emergencies, nuclear or natural catastrophes,
pandemics or acts of God; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the circumstances; and


 






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(xix)            neither
the Trustee nor the Security Agent shall under any circumstance be liable for any indirect or consequential loss, special or punitive
damages (including loss of business, goodwill or reputation, opportunity or profit of any kind) of the Issuer, any Guarantor or any Restricted
Subsidiary even if advised of it in advance and even if foreseeable.


 


(b)            The
Trustee and the Security Agent may request that the Issuer deliver an Officer’s Certificate setting forth the names of the individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate
may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.


 


(c)            The
Security Agent shall accept without investigation, requisition or objection such right and title as the Issuer and any Guarantor may have
to any of the Collateral and shall not be bound or concerned to examine or enquire into or be liable for any defect or failure in the
right or title of the Issuer or any Guarantor to the Collateral or any part thereof whether such defect or failure was known to the Security
Agent or might have been discovered upon examination or enquiry and whether capable of remedy or not and shall have no responsibility
for the validity, value or sufficiency of the Collateral.


 


(d)            Without
prejudice to the provisions hereof, the Security Agent shall not be under any obligation to insure any of the Collateral or any certificate,
note, bond or other evidence in respect thereof, or to require any other person to maintain any such insurance and shall not be responsible
for any loss, expense or liability which may be suffered as a result of any assets comprised in the Collateral being uninsured or inadequately
insured.


 


(e)            The
Security Agent shall not be responsible for any loss, expense or liability occasioned to the Collateral, howsoever caused, by the
Security Agent or by any act or omission on the part of any other person (including any bank, broker, depositary, warehouseman
or other intermediary or by any clearing system or other operator thereof), or otherwise, unless such loss is occasioned by the
willful misconduct or fraud of the Security Agent.


 


(f)            Beyond
the exercise of reasonable care in the custody thereof, the Security Agent shall have no duty or liability as to any Collateral in its
possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against
prior parties or any other rights pertaining thereto and the Security Agent shall not be responsible for filing any financing or continuation
statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining
the perfection of any security interest in the Collateral. The Security Agent shall be deemed to have exercised reasonable care in the
custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own
property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act
or omission of any carrier, forwarding agency or other agent or bailee selected by the Security Agent in good faith.


 






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(g)            Neither
the Trustee nor the Security Agent is required to give any bond or surety with respect to the performance of its duties or the exercise
of its powers under this Indenture or the Notes.


 


(h)            Neither
the Trustee nor the Security Agent will be liable to any person if prevented or delayed in performing any of its obligations or discretionary
functions under this Indenture or the Security Documents by reason of any present or future law applicable to it, by any governmental
or regulatory authority or by any circumstances beyond its control.


 


(i)            No
provision of this Indenture shall require the Trustee or the Security Agent to do anything which, in its opinion, may be illegal or contrary
to applicable law or regulation.


 


(j)            The
Trustee and the Security Agent may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction
would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent
applicable, the State of New York and may without liability (other than in respect of actions constituting willful misconduct or gross
negligence) do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


 


(k)            Both
the Trustee and the Security Agent may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with
its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other
event which would require repayment of the Notes has occurred.


 





(l)            At
any time that the security granted pursuant to the Security Documents has become enforceable and the Holders have given a direction to
the Trustee to enforce such security, the Trustee is not required to give any direction to the Security Agent with respect thereto unless
it has been indemnified and/or secured to its satisfaction in accordance with this Indenture. In any event, in connection with any enforcement
of such security, the Trustee is not responsible for:


 


(i)            any
failure of the Security Agent to enforce such security within a reasonable time or at all;


 


(ii)            any
failure of the Security Agent to pay over the proceeds of enforcement of the security;


 


(iii)            any
failure of the Security Agent to realize such security for the best price obtainable;


 






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(iv)            monitoring
the activities of the Security Agent in relation to such enforcement;


  


(v)            taking
any enforcement action itself in relation to such security;


 


(vi)            agreeing
to any proposed course of action by the Security Agent which could result in the Trustee incurring any liability for its own account;
or


 


(vii)            paying
any fees, costs or expenses of the Security Agent.


 


(m)            In
addition to the foregoing, the Trustee and the Security Agent agree to accept and act upon notice, instructions or directions pursuant
to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided
that any communication sent to the Trustee or the Security Agent, as applicable, hereunder must be in the form of a document that is signed
manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee
by the authorized representative). If the party elects to give the Trustee or the Security Agent, as applicable, e-mail or facsimile instructions
(or instructions by a similar electronic method) and the Trustee or the Security Agent, as applicable, in its discretion elects to act
upon such instructions, the Trustee’s or the Security Agent’s, as applicable, understanding of such instructions shall be
deemed controlling. The Trustee and the Security Agent, as applicable, shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s or the Security Agent’s, as applicable, reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee or the
Security Agent, as applicable, including without limitation the risk of the Trustee or the Security Agent, as applicable, acting on unauthorized
instructions, and the risk or interception and misuse by third parties.





 


Section 7.03.        Individual
Rights of Trustee and the Security Agent. The Trustee, the Security Agent, any Transfer Agent, any Paying Agent, any Registrar or
any other agent of the Issuer or of the Trustee or Security Agent, in its individual or any other capacity, may become the owner or pledgee
of Notes and, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, the Security Agent, Paying
Agent, Transfer Agent, Registrar or such other agent. The Trustee and the Security Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with the Issuer or any of its Affiliates or Subsidiaries as if it were
not performing the duties specified herein and in the Security Documents, and may accept fees and other consideration from the Issuer
for services in connection with this Indenture and otherwise without having to account for the same to the Trustee, the Security Agent
or to the Holders from time to time.


 






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Section 7.04.          Disclaimer
of Trustee and Security Agent. The recitals contained herein and in the Notes, except for the Trustee’s certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The
Trustee and the Security Agent make no representations as to the validity or sufficiency of this Indenture, the Notes or the
Security Documents. The Trustee and the Security Agent shall not be accountable for the Issuer’s use of the proceeds from the
Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture nor shall it be
responsible for the use or application of any money received by any Paying Agent other than the Trustee and the Security Agent and
they will not be responsible for any statement or recital herein or any statement on the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication. The Security
Agent shall not, nor shall any receiver appointed by or any agent of the Security Agent, by reason of taking possession of any
Collateral or any part thereof or any other reason or on any basis whatsoever, be liable to account for anything expect actual
receipts or be liable for any loss or damage arising from a realization of the Collateral or any part thereof or from any act,
default or omission in relation to the Collateral or any part thereof or from any exercise or non-exercise by it of any power,
authority or discretion conferred upon it in relation to the Collateral or any part thereof unless such loss or damage shall be
caused by its own fraud or gross negligence. The Security Agent shall not have any responsibility or liability arising from the fact
that the Collateral may be held in safe custody by a custodian. The Security Agent assumes no responsibility for the validity,
sufficiency or enforceability (which the Security Agent has not investigated) of the Collateral purported to be created by any
Supplemental Indenture or other document. In addition, the Security Agent has no duty to monitor the performance by the Issuer and
the Guarantors of their obligations to the Security Agent nor is it obliged (unless indemnified and/or secured (including by way of
prefunding to its satisfaction) to take any other action which may involve the Security Agent in any personal liability or expense).
The Security Agent may at any time solicit written confirmatory instructions from the Holders, an Officer’s Certificate or an
order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to
take, in the performance of any of its obligations under this Indenture or the Security Documents. In the event there is any good
faith disagreement between the other parties to this Indenture or any of the Security Documents resulting in adverse claims
being made in connection with Collateral held by the Security Agent and the terms of this Indenture or any of the Security Documents
do not unambiguously mandate the action the Security Agent is to take or not to take in connection therewith under the circumstances
then existing, or the Security Agent is in doubt as to what action it is required to take or not to take hereunder or under the
Security Agent, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed
otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of
competent jurisdiction.


  


In the event that the Security Agent or Trustee
is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry
out any fiduciary or trust obligation for the benefit of another, which in the Security Agent’s or Trustee’s sole discretion
may cause the Security Agent or Trustee to be considered an “owner or operator” under any environmental laws or otherwise
cause the Security Agent or Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal,
state, foreign or local law, the Security Agent and Trustee reserve the right, instead of taking such action, either to resign as Security
Agent or Trustee, as the case may be, or to arrange for the transfer of the title or control of the asset to a court appointed receiver.
The Security Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions
under any federal, state, foreign or local law, rule or regulation by reason of the Security Agent’s actions and conduct as
authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any
hazardous materials into the environment and shall be indemnified and held harmless by the Issuers against any such claims, liabilities
or actions.


 






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Section 7.05.         Compensation
and Indemnity. The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee (acting in any capacity hereunder) and
the Security Agent such compensation as shall be agreed in writing for their services hereunder. The Trustee’s and the Security
Agent’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors,
jointly and severally, shall reimburse the Trustee and the Security Agent promptly upon request for all properly incurred disbursements,
advances or expenses incurred or made by them, including costs of collection, in addition to the compensation for their services. Such
expenses shall include the properly incurred compensation, disbursements, charges, advances and expenses of the Trustee’s and the
Security Agent’s agents and counsel.


 


The Issuer and the Guarantors, jointly and
severally, shall indemnify the Trustee (acting in any capacity hereunder) and the Security Agent and each of their officers,
directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses)
incurred by either of them without willful misconduct or gross negligence on their part arising out of or in connection with the
administration of this trust and the performance of their duties hereunder (including the costs and expenses of enforcing this
Indenture and the Security Documents against the Issuer and the Guarantors (including this ‎‎Section 7.05)
and defending themselves against any claim, whether asserted by the Issuer, the Guarantors, any Holder or any other Person, or
liability in connection with the execution and performance of any of their powers and duties hereunder). The Trustee and the
Security Agent shall notify the Issuer promptly of any claim for which they may seek indemnity. Failure by the Trustee or the
Security Agent to so notify the Issuer shall not relieve the Issuer or any Guarantor of its obligations hereunder. The Issuer shall,
at the sole discretion of the Trustee or Security Agent, as applicable, defend the claim and the Trustee and the Security Agent may
cooperate and may participate at the Issuer’s expense in such defense. Alternatively, the Trustee and the Security Agent may
at their option have separate counsel of their own choosing and the Issuer shall pay the properly incurred fees and expenses of such
counsel. The Issuer need not pay for any settlement made without its consent, which consent may not be unreasonably withheld. The
Issuer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustee’s own willful misconduct or gross negligence.


 


To
secure the Issuer’s payment obligations in this ‎‎Section 7.05, the Trustee and the Security Agent shall
have a Lien prior to the Notes on all money or property held or collected by the Trustee, in their capacity as Trustee and the Security
Agent, except money or property, including any proceeds from the sale of Collateral, held in trust to pay principal of, premium, if any,
Additional Amounts, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of all Notes under
this Indenture.


 






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When
either the Trustee or the Security Agent incur expenses after the occurrence of a Default specified in ‎‎Section 6.01(a)(ix) with
respect to the Issuer, the Guarantors, or any Restricted Subsidiary, the expenses are intended to constitute expenses of administration
under Bankruptcy Law.


 


The
Issuer’s obligations under this ‎‎Section 7.05 and any claim or Lien arising hereunder shall survive the
resignation or removal of any Trustee and the Security Agent, the satisfaction and discharge of the Issuer’s obligations pursuant
to ‎‎Article Eight and any rejection or termination under
any Bankruptcy Law, and the termination of this Indenture.


 


Section 7.06.         Replacement
of Trustee or Security Agent. A resignation or removal of the Trustee and the Security Agent and appointment of a successor Trustee
and successor Security Agent shall become effective only upon the successor Trustee’s and the successor Security Agent’s acceptance
of appointment as provided in this ‎‎Section 7.06.


 


The
Trustee and, subject to the appointment and acceptance of a successor Security Agent as provided in this Section and the last
paragraph of this ‎‎Section 7.06, the Security Agent may resign at any time without giving any reason by so
notifying the Issuer. The Holders of a majority in outstanding principal amount of the outstanding Notes may remove the Trustee and
the Security Agent by so notifying the Trustee, the Security Agent and the Issuer. The Issuer shall remove the Trustee or the
Security Agent if:


 


(a)            the
Trustee or the Security Agent fails to comply with ‎‎Section 7.09;


 


(b)            the
Trustee or the Security Agent is adjudged bankrupt or insolvent;


 


(c)            a
receiver or other public officer takes charge of the Trustee or the Security Agent or their property; or


 


(d)            the
Trustee or the Security Agent otherwise becomes incapable of acting.


 


If
the Trustee or the Security Agent resigns or is removed, or if a vacancy exists in the office of Trustee or the Security Agent for any
reason, the Issuer shall promptly appoint a successor Trustee or a successor Security Agent, as the case may be. Within one year after
the successor Trustee or Security Agent takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint
a successor Trustee or Security Agent to replace the successor Trustee or Security Agent appointed by the Issuer. If the successor Trustee
or Security Agent does not deliver its written acceptance required by the next succeeding paragraph of this ‎‎Section 7.06
within 30 days after the retiring Trustee or Security Agent resigns or is removed, the retiring Trustee or Security Agent, the Issuer
or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent
jurisdiction for the appointment of a successor Trustee or Security Agent.


 






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A
successor Trustee or Security Agent shall deliver a written acceptance of its appointment to the retiring Trustee or Security Agent, as
the case may be, and to the Issuer. Thereupon the resignation or removal of the retiring Trustee or Security Agent shall become effective,
and the successor Trustee or Security Agent shall have all the rights, powers and duties of the Trustee or the Security Agent under this
Indenture. The successor Trustee or Security Agent shall deliver a notice of its succession to Holders. The retiring Trustee or Security
Agent shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee or Security Agent to the successor Trustee
or Security Agent; provided that all sums owing to the Trustee or Security Agent hereunder have been paid and subject to the Lien provided
for in ‎‎Section 7.05.


 


If a successor Trustee or Security Agent does
not take office within 60 days after the retiring Trustee or Security Agent resigns or is removed, the retiring Trustee or Security
Agent, the Issuer or the Holders of at least 30% in outstanding principal amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee or Security Agent at the expense of the Issuer. Without prejudice to the
right of the Issuer to appoint a successor Trustee or a successor Security Agent in accordance with the provisions of this
Indenture, the retiring Trustee or Security Agent may appoint a successor Trustee or Security Agent at any time prior to the date on
which a successor Trustee or Security Agent takes office.


 


If
the Trustee or the Security Agent fails to comply with ‎‎Section 7.09, any Holder who has been a bona fide Holder
of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or the Security Agent
and the appointment of a successor Trustee or Security Agent.


 


In
addition to the foregoing and notwithstanding any provision to the contrary, any resignation, removal or replacement of the Security Agent
pursuant to this ‎‎Section 7.06 shall not be effective until (a) a successor to the Security Agent has agreed
to act under the terms of this Indenture and (b) all of the Liens in the Collateral have been transferred to such successor. Any
replacement or successor Security Agent shall be a bank with an office in New York, New York or an Affiliate of any such bank. Upon acceptance
of its appointment as Security Agent hereunder by a replacement or successor, such replacement or successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Security Agent hereunder, and the retiring Security Agent shall
be discharged from its duties and obligations hereunder.


 


Notwithstanding
the replacement of the Trustee or the Security Agent pursuant to this ‎‎Section 7.06, the Issuer’s and the
Guarantors’ obligations under ‎‎Section 7.05 shall
continue for the benefit of the retiring Trustee or Security Agent.


 


Section 7.07.        Successor
Trustee or Security Agent by Merger. Any corporation into which the Trustee or the Security Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee or the Security
Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee or the
Security Agent, shall be the successor of the Trustee or the Security Agent hereunder; provided such corporation shall be otherwise
qualified and eligible under this ‎‎Article Seven,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have
been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes. In case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate
such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates
shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee shall have; provided
that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 






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Section 7.08.         Appointment
of Security Agent and Supplemental Security Agents. The parties hereto acknowledge and agree, and each Holder by accepting the Notes
acknowledges and agrees, that the Issuer hereby appoints U.S. Bank Trust Company, National Association to act as Security Agent hereunder,
and U.S. Bank Trust Company, National Association accepts such appointment. The Trustee and the Holders acknowledge that the Security
Agent will be acting in respect to the Security Documents and the security granted thereunder on the terms outlined therein (which terms
in respect of the rights and protections of the Security Agent, in the event of an inconsistency with the terms of this Indenture, will
prevail).


 


(a)            The
Security Agent may perform any of its duties and exercise any of its rights and powers through one or more sub-agents or co-trustees appointed
by it. The Security Agent and any such sub-agent or co-trustee may perform any of its duties and exercise any of its rights and powers
through its affiliates. All of the provisions of this Indenture applicable to the Security Agent including, without limitation, its rights
to be indemnified, shall apply to and be enforceable by any such sub-agent and affiliates of a Security Agent and any such sub-agent or
co-trustee. All references herein to a “Security Agent” shall include any such sub-agent or co- trustee and affiliates of
a Security Agent or any such sub-agent or co-trustee.


 


(b)            It
is the purpose of this Indenture and the Security Documents that there shall be no violation of any law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. Without limiting
paragraph ‎(a) of this Section, it is recognized that in case of litigation under, or enforcement of, this Indenture
or any of the Security Documents, or in case the Security Agent deems that by reason of any present or future law of any jurisdiction
it may not exercise any of the rights, powers or remedies granted herein or in any of the Security Documents or take any other action
which may be desirable or necessary in connection therewith, the Security Agent is hereby authorized to appoint an additional individual
or institution selected by the Security Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, Security
Agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually
as a “Supplemental Security Agent” and collectively as “Supplemental Security Agents”).


 






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(c)            In
the event that the Security Agent appoints a Supplemental Security Agent with respect to any Collateral, (i) each and every
right, power, privilege or duty expressed or intended by this Indenture or any of the other Security Documents to be exercised by or
vested in or conveyed to such Security Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental
Security Agent to the extent, and only to the extent, necessary to enable such Supplemental Security Agent to exercise such rights,
powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant
and obligation contained in the Security Documents and necessary to the exercise or performance thereof by such Supplemental
Security Agent shall run to and be enforceable by either such Security Agent or such Supplemental Security Agent, and
(ii) the provisions of this Indenture (and, in particular, this ‎‎Article Seven) that refer to the
Security Agent shall inure to the benefit of such Supplemental Security Agent and all references therein to the Security Agent shall
be deemed to be references to a Security Agent and/or such Supplemental Security Agent, as the context may require.


 


(d)            Should
any instrument in writing from the Issuer or any other obligor be required by any Supplemental Security Agent so appointed by the Security
Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Issuer shall,
or shall cause the Issuer and relevant Guarantor to, execute, acknowledge and deliver any and all such instruments promptly upon request
by the Security Agent. In case any Supplemental Security Agent, or a successor thereto, shall die, become incapable of acting, resign
or be removed, all the rights, powers, privileges and duties of such Supplemental Security Agent, to the extent permitted by law, shall
vest in and be exercised by the Security Agent until the appointment of a new Supplemental Security Agent.


 


Section 7.09.     Eligibility;
Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws
of England and Wales or the United States of America or of any state thereof that is authorized under such laws to exercise corporate
trustee power and which is generally recognized as a corporation which customarily performs such corporate trustee roles and provides
such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the Offering Memorandum.
Each of the Trustee and the Security Agent shall have a combined capital and surplus of at least $50,000,000, as set forth in its most
recent published annual report of condition.


 


Section 7.10.     Appointment
of Co-Trustee.


 


(a)            It
is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this
Indenture, and in particular in case of the enforcement thereof on Default, or in the case the Trustee deems that by reason of any present
or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title
to the properties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith, it may
be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this ‎‎Section 7.10
are adopted to these ends.


 








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(b)            In
the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy,
power, right, claim, demand, cause of action, immunity, estate, title, interest and Lien expressed or intended by this Indenture to
be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or
co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and
remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and
remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be
enforceable by either of them.


 


(c)            Should
any instrument in writing from the Issuer be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in
writing shall to the extent permitted by the laws of the State of New York and the jurisdictions of organization of the Issuer, on request,
be executed, acknowledged and delivered by the Issuer; provided that if an Event of Default shall have occurred and be continuing,
if the Issuer do not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact
for the Issuer to execute any such instrument in the Issuer’s name and stead. In case any separate or co-trustee or a successor
to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and
obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment
of a new trustee or successor to such separate or co-trustee.


 


(d)            Each
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:


 


(i)            all
rights and powers, conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such
separate trustee or co-trustee; and


 


(ii)            no
trustee hereunder shall be liable by reason of any act or omission of any other trustee hereunder.


 


(e)            Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture
and the conditions of this ‎‎Article Seven.


 






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(f)            Any
separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successors trustee.


 


Section 7.11.     Resignation
of Agents.


 





(a)            Any
Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs
associated therewith by giving to the Issuer and the Trustee and (except in the case of resignation of the Principal Paying Agent) the
Principal Paying Agent 30 days’ written notice to that effect (waivable by the Issuer and the Trustee); provided that in
the case of resignation of the Principal Paying Agent no such resignation shall take effect until a new Principal Paying Agent (approved
in advance in writing by the Trustee) shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred
and imposed upon the Principal Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall promptly give
notice thereof to the Holders in accordance with ‎‎Section 12.01. Such notice shall expire at least 30 days before
or after any due date for payment in respect of the Notes.


 


(b)            If
any Agent gives notice of its resignation in accordance with this ‎‎Section 7.11 and a replacement Agent is required
and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint
as its replacement any reputable and experienced financial institution. Immediately following such appointment, the Issuer shall give
notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents
and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered
into an agreement in the form mutatis mutandis of this Indenture.


 


(c)            Upon
its resignation becoming effective the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder hereof to the successor
Principal Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder,
and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and to the reimbursement
of all reasonable expenses (including legal fees) incurred in connection therewith.


 


Section 7.12.     Agents
General Provisions.


 


(a)            Actions
of Agents. The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint
and several.


 






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(b)            Agents
of Trustee. The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice
in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee.
Prior to receiving such written notification from the Trustee, the Agents shall be the agents of the Issuer and need have no concern
for the interests of the Holders. 


 


(c)            Funds
held by Agents. The Agents will hold all funds subject to the terms of this Indenture.


 





(d)            Publication
of Notices. Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf of the Issuer will be met upon
delivery of the notice to DTC.


 


(e)            Instructions.
In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from
the Issuer or other party entitled to give the Agents instructions under this Indenture by written request promptly, and in any event
within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this ‎‎Section 7.12,
then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking
any action pending receipt of such clarification.


 


(f)            No
Fiduciary Duty. No Agent shall be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust, for
or with any person.


 


(g)            Mutual
Undertaking. Each party shall, within ten Business Days of a written request by another party, supply to that other party such forms,
documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes
of that other party’s compliance with applicable law and shall notify the relevant other party reasonably promptly in the event
that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any
material respect; provided, however, that no party shall be required to provide any forms, documentation or other information
pursuant to this ‎‎Section 7.12(g) to the extent that: (i) any such form, documentation or other information
(or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained
by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach
of any: (A) applicable law or (B) duty of confidentiality. For purposes of this ‎‎Section 7.12(g), “applicable
law” shall be deemed to include (iii) any rule or practice of any regulatory or governmental authority by which any party
is bound or with which it is accustomed to comply; (iv) any agreement between any Authorities; and (v) any agreement between
any regulatory or governmental authority and any party that is customarily entered into by institutions of a similar nature.


 






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(h)            Tax
Withholding.


 


(i)            In
order to enable the Issuer and the Agents to comply with any of their obligations with respect to this Indenture and the Notes under FATCA,
each of the Issuer and each Agent shall provide each other such reasonable information that is within its possession and is reasonably
requested by the other to assist the other in determining whether it has tax related obligations under FATCA.


 


(ii)            Notwithstanding
any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from any payment which it
makes under the Notes for or on account of any Tax, if and only to the extent so required by an Authority, in which event the
Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within
the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment
return to the Issuer the amount so deducted or withheld and provide the Issuer with the reason for such deduction or withholding, in
which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is
a deduction or withholding which is deemed to be required by an Authority for the purposes of this ‎Section 7.12(h)(ii).


 


Article Eight

Defeasance; Satisfaction and Discharge


 


Section 8.01.     Issuer’s
Option to Effect Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time prior to the Stated Maturity of
the Notes, by a resolution of its Board of Directors, elect to have either ‎‎Section 8.02
or Section ‎‎8.03 be applied to all
outstanding Notes upon compliance with the conditions set forth below in this ‎‎Article Eight.


 


Section 8.02.     Defeasance
and Discharge. Upon the Issuer’s exercise under ‎‎Section 8.01
of the option applicable to this ‎‎Section 8.02,
the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to the Notes on the date the
conditions set forth in ‎‎Section 8.04
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall
be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and to have satisfied all their other
obligations under the Notes and this Indenture (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging
the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive, solely from the trust fund described in ‎‎Section 8.08
and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest (including
Additional Amounts) on such Notes when such payments are due, (b) the Issuer’s obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency
for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee
and the Security Agent hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (d) the
provisions of this ‎‎Article Eight.
Subject to compliance with this ‎‎Article Eight,
the Issuer may exercise its option under this ‎‎Section 8.02
notwithstanding the prior exercise of its option under ‎‎Section 8.03
below with respect to the Notes. If the Issuer exercises its Legal Defeasance option, payment of the Notes may not be accelerated because
of an Event of Default.


 






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Section 8.03.     Covenant
Defeasance. Upon the Issuer’s exercise under ‎‎Section 8.01
of the option applicable to this ‎‎Section 8.03,
the Issuer and the Guarantors shall be released from their obligations under any covenant contained in Sections ‎‎4.04
through ‎‎4.11, ‎‎4.13
through ‎4.17, ‎‎4.19
through ‎‎‎4.25 and ‎‎5.01
with respect to the Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.


 


Section 8.04.     Conditions
to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance:


 


(a)            the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient,
in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal
of, or interest (including Additional Amounts and premium, if any) on the outstanding Notes on the stated date for payment thereof or
on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated
date for payment or to a particular Redemption dDte;


 


(b)            in
the case of Legal Defeasance, the Issuer must deliver to the Trustee:


 


(i)            an
opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (i) the Issuer has received
from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change
in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm
that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a
result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred; and


 


(ii)            an
Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect
that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit
and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner and at the same times as would
have been the case if such deposit and defeasance had not occurred;


 






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(c)            in
the case of Covenant Defeasance, the Issuer must deliver to the Trustee:


 


(i)            an
opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the beneficial owners of the
outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred; and


 


(ii)            an
Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect
that the beneficial owners of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such
deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner and at the same times
as would have been the case if such deposit and defeasance had not occurred;


 


(d)            no
Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the
granting of Liens to secure such borrowings);


 


(e)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to
which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound;


 


(f)            the
Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent
of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding
any creditors of the Issuer or others; and


 


(g)            the
Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


If the funds deposited with the Trustee to effect
Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration
occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for such payments.


 






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Section 8.05.     Satisfaction
and Discharge of Indenture. This Indenture, and the rights of the Trustee, the Security Agent and the Holders of the Notes under this
Indenture and the Security Documents, shall be discharged and shall cease to be of further effect as to all Notes issued thereunder, when:





 


(a)            either:


 


(i)            all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment
money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or


 


(ii)            all
Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the delivery of a notice of
redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government
Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee
for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;


 


(b)            the
Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;


 


(c)            the
Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the
Notes at maturity or on the Redemption Date, as the case may be; and


 


(d)            the
Issuer has delivered an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to
matters of fact (including as to compliance with the foregoing clauses (a), (b) and (c)).


 


Section 8.06.     Survival
of Certain Obligations. Notwithstanding Sections ‎8.01
and ‎8.03, any obligations of the Issuer and the
Guarantors in Sections ‎‎‎2.02 through
‎‎2.14, ‎‎6.07,
‎‎7.05 and ‎‎7.06
shall survive until the Notes have been paid in full. Thereafter, any obligations of the Issuer or the Guarantors in ‎‎Section 7.05
shall survive such satisfaction and discharge. Nothing contained in this ‎‎Article Eight
shall abrogate any of the obligations or duties of the Trustee under this Indenture.


 


Section 8.07.     Acknowledgment
of Discharge by Trustee. Subject to ‎‎Section 8.09,
after the conditions of ‎‎Section 8.02
or ‎‎8.03 have been satisfied, the Trustee
upon written request shall acknowledge in writing the discharge of all of the Issuer’s and Guarantor’s obligations under this
Indenture except for those surviving obligations specified in this ‎‎Article Eight.


 






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Section 8.08.     Application
of Trust Money. Subject to ‎‎Section 8.09,
the Trustee shall hold in trust cash in U.S. dollars or U.S. Government Obligations deposited with it pursuant to this ‎‎Article Eight.
It shall apply the deposited cash or Government Securities through the Paying Agent and in accordance with this Indenture to the payment
of principal of, premium, if any, interest, and Additional Amounts, if any, on the Notes; but such money need not be segregated from other
funds except to the extent required by law.


 


Section 8.09.     Repayment
to Issuer. Subject to Sections ‎‎7.05,
and ‎‎8.01 through ‎‎8.04,
the Trustee and the Paying Agent shall promptly pay to the Issuer upon request set forth in an Officer’s Certificate any excess
money held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying
Agent shall pay to the Issuer upon request any money held by them for the payment of principal, premium, if any, interest or Additional
Amounts, if any, that remains unclaimed for two years; provided that the Trustee or Paying Agent before being required to make
any payment may cause to be published through the newswire service of Bloomberg or, if Bloomberg does not then operate, any similar agency
or deliver to each Holder entitled to such money at such Holder’s address (as set forth in the Security Register) notice that such
money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or
delivery) any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders entitled
to such money must look to the Issuer for payment as general creditors unless an applicable law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.


 


Section 8.10.     Indemnity
for Government Securities. The Issuer shall pay and shall indemnify the Trustee and the Paying Agent against any tax, fee or other
charge imposed on or assessed against deposited Government Securities or the principal, premium, if any, interest, if any, and Additional
Amounts, if any, received on such Government Securities.


 


Section 8.11.     Reinstatement.
If the Trustee or Paying Agent is unable to apply cash in dollars or Government Securities in accordance with this ‎‎Article Eight
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to this ‎Article Eight until such time as
the Trustee or any such Paying Agent is permitted to apply all such cash or Government Securities in accordance with this ‎‎Article Eight;
provided that, if the Issuer has made any payment of principal of, premium, if any, interest, if any, and Additional Amounts,
if any, on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the cash in dollars or Government Securities held by the Trustee or Paying Agent.


 






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Article Nine

Amendments and Waivers


 


Section 9.01.     Without
Consent of Holders.


 


(a)            The
Issuer, the Guarantors, the Security Agent and the Trustee may modify, amend or supplement the Note Documents without notice to or consent
of any Holder:


 


(i)            to
cure any ambiguity, omission, error, defect or inconsistency;


 


(ii)            to
provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case
of a consolidation, amalgamation or merger or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially
all of the Issuer’s or such Guarantor’s assets, as applicable;


 


(iii)            to
make any change that would provide any additional rights or benefits to the Holders of Notes or that, in the good faith judgment of the
Board of Directors of the Issuer, does not adversely affect the legal rights under this Indenture of any such holder in any material respect;


 


(iv)            to
conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the section entitled “Description of Secured
Notes” in the Offering Memorandum to the extent that such provision in the “Description of Secured Notes” was intended
to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, as set forth in an Officer’s Certificate
delivered to the Trustee;


 


(v)            to
provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with ‎‎Section 4.06 and
‎‎Section 4.15 to add security to or for the benefit of the Notes or to confirm and evidence the release,
termination, discharge or retaking of any Note Guarantee or Lien (including the Collateral and the Security Documents) or any amendment
in respect thereof with respect to or securing the Notes when such release, termination, discharge or retaking or amendment is permitted
under this Indenture and the Security Documents;


 


(vi)            in
the case of the Security Documents, to mortgage, charge, pledge, hypothecate or grant a security interest in favor of any other party
that is granted a Lien on Collateral in accordance with the terms of this Indenture, in each case, in any property which is required by
the documents governing such Indebtedness to be mortgaged, charged, pledged or hypothecated, or in which a security interest is required
to be granted to the Security Agent, or to the extent necessary to grant a security interest for the benefit of any Person; provided
that the granting of such security interest is not prohibited by this Indenture and ‎‎Section 4.22 is complied
with;





 






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(vii)            to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;


 


(viii)            to
allow any Guarantor to execute a Supplemental Indenture and a Note Guarantee with respect to the Notes;


 


(ix)            to
provide for uncertificated Notes in addition to or in place of Definitive Registered Notes (provided that the uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code; or


 


(x)            to
evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture.


 


(b)            In
connection with any proposed amendment or supplement in respect of such matters, the Trustee will be entitled to receive, and rely conclusively
on, an Opinion of Counsel and/or an Officer’s Certificate.


 


For the avoidance of doubt (and without limiting
the generality of any other statements in this Indenture), the provisions of the Trust Indenture Act of 1939, as amended, shall not apply
to any amendments to or waivers or consents under this Indenture.


 


Section 9.02.     With
Consent of Holders.


 


(a)            Except
as provided in ‎‎Section 9.02(b) below and ‎‎Section 6.04 and without prejudice to
‎‎Section 9.01, the Note Documents may be amended or supplemented with the consent of the Holders of at least
a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any
provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes); provided that any such amendment, supplement or waiver to release the security interests
in the Collateral granted for the benefit of the Trustee and the Holders (other than pursuant to the terms of the Security Documents or
this Indenture, as applicable) shall in respect of all or substantially all of the Collateral, require the consent of the holders of at
least 66 2⁄3% in aggregate principal amount of the Notes.


 


(b)            Without
the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):


 


(i)            reduce
the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;


 





(ii)            reduce
the principal of or change the fixed maturity of any Note or reduce the premium payable upon the redemption of any such Note or change
the time at which such Note may be redeemed;


 






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(iii)            reduce
the rate of or change the time for payment of interest, including default interest, on any Note;


 


(iv)            impair
the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Note
Guarantee in respect thereof;


 


(v)            waive
a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the Notes (except
a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the payment default that resulted from such acceleration);


 


(vi)            make
any Note payable in money other than that stated in the Notes;


 


(vii)            make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments
of principal of, or interest, Additional Amounts or premium, if any, on, the Notes;


 


(viii)            waive
a redemption payment with respect to any Note (other than a payment required by ‎‎Section 4.09 or Section ‎‎4.11);


 


(ix)            make
any change to or modify the ranking of the Notes as to contractual right of payment in a manner that would adversely affect the holders
thereof;


 


(x)            release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
or


 


(xi)            make
any change in the preceding amendment and waiver provisions.


 


(c)            The
consent of the Holders shall not be necessary under this Indenture to approve the particular form of any proposed amendment, modification,
supplement, waiver or consent. It is sufficient if such consent approves the substance of the proposed amendment, modification, supplement,
waiver or consent. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s
Notes will not be rendered invalid by such tender.


 





Section 9.03.     Effect
of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this ‎‎Article Nine,
this Indenture shall be modified in accordance therewith, and such Supplemental Indenture shall form a part of this Indenture for all
purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 






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Section 9.04.     Notation
on or Exchange of Notes. If an amendment, modification or supplement changes the terms of a Note, the Issuer or the Trustee may require
the Holder to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note and on any Note subsequently authenticated
regarding the changed terms and return it to the Holder.


 


Alternatively, if the Issuer so determines, the
Issuer in exchange for the Note shall issue, and the Trustee shall authenticate, a new Note that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, modification or supplement.


 


Section 9.05.     [Reserved].


 


Section 9.06.     Notice
of Amendment or Waiver. Promptly after the execution by the Issuer and the Trustee of any Supplemental Indenture or waiver pursuant
to the provisions of ‎‎Section 9.02,
the Issuer shall give notice thereof to the Holders of each outstanding Note affected, in the manner provided for in ‎‎Section 12.01(b),
setting forth in general terms the substance of such Supplemental Indenture or waiver.


 


Section 9.07.     Trustee
to Sign Amendments, Etc. The Trustee or the Security Agent, as the case may be, shall execute any amendment, supplement or waiver
authorized pursuant and adopted in accordance with this ‎‎Article Nine;
provided that the Trustee or the Security Agent, as the case may be, may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee’s or Security Agent’s, as the case may be, own rights, duties or immunities
under this Indenture. The Trustee and the Security Agent shall receive, if requested, an indemnity and/or security (including by way of
pre-funding) satisfactory to it and to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s
Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this ‎‎Article Nine
is authorized or permitted by this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally
valid and binding obligation of the Issuer enforceable against them in accordance with its terms (for the avoidance of doubt, such Opinion
of Counsel is not required with respect to any Guarantor). Such Opinion of Counsel shall be an expense of the Issuer.


 


Section 9.08.     Additional
Voting Terms; Calculation of Principal Amount.


 


(a)            All
Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one
class and no series of Notes will have the right to vote or consent as a separate series on any matter; provided, however,
that if any amendment, waiver or other modification will only affect one series of Notes, only the consent of the Holders of not
less than a majority in principal amount of the affected series of Notes then outstanding (and not the consent of the Holders of at
least a majority of all Notes), shall be required. Determinations as to whether Holders of the requisite aggregate principal amount
of Notes have concurred in any direction, waiver or consent shall be made in accordance with this ‎‎Article Nine.


 






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(b)            The
aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination.
With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal
amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (i) the principal
amount, as of such date of determination, of Notes, the Holders of which have so consented by (ii) the aggregate principal amount,
as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence,
‎‎Section 2.08 and ‎Section ‎2.09 of this Indenture. Any such calculation made
pursuant to this ‎‎Section 9.08(b) shall be made by the Issuer and delivered to the Trustee pursuant to an
Officer’s Certificate.


 


Article Ten

Guarantee


 


Section 10.01.     Note
Guarantees.


 


(a)            The
Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness
and enforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a joint and
several basis to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal
of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuer under this
Indenture and the Notes (including obligations to the Trustee and the Security Agent and the obligations to pay Additional Amounts, if
any) with respect to, each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture,
in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”).
The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent
from the Guarantors and that the Guarantors shall remain bound under this ‎‎Article Ten notwithstanding any extension
or renewal of any Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars.


 


(b)            The
Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety,
unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to
enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuer with
respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable
discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver,
modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note
or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The
Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or
bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer
prior to exercising its rights under a Note Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have
to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount
payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the
Indebtedness evidenced thereby and all demands whatsoever, and each covenant that their Note Guarantee will not be discharged with
respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this
Indenture, including ‎‎Section 10.04. If at any time any payment of principal of, premium, if any, interest,
if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be
reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at
such times.


 






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(c)            The
Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any
Holder in enforcing any rights under this ‎‎Section 10.01.


 


Section 10.02.     Subrogation.


 


(a)            Each
Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of any amounts paid to such Holders by such Guarantor
pursuant to the provisions of its Note Guarantee.


 


(b)            The
Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations
guaranteed hereby until payment in full of all Obligations. The Guarantors further agree that, as between them, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided
in ‎‎Section 6.02 for the purposes of the Note Guarantees herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration
of acceleration of such Obligations as provided in ‎‎Section 6.02, such Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purposes of this ‎‎Section 10.02.





 


Section 10.03.     Release
of Note Guarantees. The Note Guarantee of a Guarantor shall automatically be released:


 


(a)            in
connection with any sale or other disposition of all or substantially all of the assets of such Guarantor (including by way of merger,
consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Issuer
or a Restricted Subsidiary, if the sale or other disposition does not violate ‎‎Section 4.09;


 






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(b)            in
connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving
effect to such transaction) the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate ‎Section 4.09
and the Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition;


 


(c)            if
the Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;


 


(d)            upon
the full and final payment of the Notes and performance of all Obligations (in each case, other than contingent or unliquidated obligations
or liabilities) of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guarantees;


 


(e)            upon
Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under
‎‎Article Eight; and


 


(f)            as
described under ‎‎Article Nine.


 


provided
that, in each case, such Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that
all conditions precedent provided for in this Indenture relating to such release have been complied with.


 


The Trustee shall take all necessary actions at
the request of the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions.


 


Each of the releases set forth above shall be effected
by the Trustee without the consent of the Holders and will not require any other action or consent on the part of the Trustee.


 


Section 10.04.     Limitation
and Effectiveness of Note Guarantees. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is
the intention of all such parties that the Guarantee of such Guarantor does not constitute a fraudulent conveyance or a fraudulent
transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Guarantee will be limited to
the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not
otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Each Guarantor that makes a
payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment
based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with accounting
principles generally accepted in the United States.


 






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Section 10.05.     Notation
Not Required. Neither the Issuer nor any Guarantor shall be required to make a notation on the Notes to reflect any Note Guarantee
or any release, termination or discharge thereof.


 


Section 10.06.     Successors
and Assigns. This ‎‎Article Ten
shall be binding upon the Guarantors and each of their successors and assigns and shall inure to the benefit of the successors and assigns
of the Trustee, the Security Agent and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee
or the Security Agent, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend
to and be vested in such transferee or assigns, all subject to the terms and conditions of this Indenture.


 


Section 10.07.     No
Waiver. Neither a failure nor a delay on the part of the Trustee, the Security Agent or the Holders in exercising any right, power
or privilege under this ‎‎Article Ten
shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee, the Security Agent and the Holders herein expressly specified are
cumulative and are not exclusive of any other rights, remedies or benefits which either may have under this ‎‎Article Ten
at law, in equity, by statute or otherwise.


 


Section 10.08.     Modification.
No modification, amendment or waiver of any provision of this ‎‎Article Ten,
nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed
by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same,
similar or other circumstance.


 





Article Eleven

Security


 


Section 11.01.     Security;
Security Documents.


 


(a)            The
due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and
as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise,
interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance
of all other obligations under this Indenture, shall be secured as provided in the Security Documents to be entered into no later than
four (4) Business Days after the Issue Date. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject
to Permitted Collateral Liens, the Security Agent is hereby appointed as trustee and shall hold the Collateral in trust for the benefit
of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security
holder under all mortgages or standard securities, beneficiary under all deeds of trust and as secured party under the applicable security
agreements. The Security Agent hereby accepts its appointment as trustee of the Collateral with effect from the date of this Agreement
and declares that it holds the Collateral in trust for the benefit of itself, the Trustee and all the other Holders in accordance with
this Agreement and the other provisions of the Security Documents.


 






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(b)            Each
Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation,
the provisions providing for foreclosure and release of Collateral) as the same may be in effect upon execution thereof no later than
four (4) Business Days after the Issue Date or as may be amended from time to time in accordance with their terms and authorizes
and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.


 


(c)            The
Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth
in the Security Documents to be entered into no later than four (4) Business Days after the Issue Date, the Collateral as constituted
as of such date or thereafter constituted shall be held for the benefit of all the Holders under the Security Documents, and that the
Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited
in all respects by the Security Documents and actions that may be taken thereunder.


 


(d)            Notwithstanding
(i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other
instrument governing, evidencing or relating to any Indebtedness, (ii) the time, order or method of attachment of any Liens,
(iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien
upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for
determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:


 


(i)            the
Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral,
but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note
Guarantees; and


 


(ii)            all
proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.


 






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(e)            Subject
to ‎Section 11.01(f) and the Agreed Security Principles, the Security Agent’s Liens on the Collateral are
required to be perfected:


 


(i)            in
the case of the Collateral described in clause (a) of the definition of “Collateral,” the Guarantors must make all necessary
UCC filings against such assets no later than three (3) succeeding Business Days after the Issue Date; and


 


(ii)            in
the case of the Collateral described in clause (b) of the definition of “Collateral,” (x) not later than four (4) succeeding
Business Days after the Issue Date, by providing evidence to the Security Agent of the registration of the mortgage over each Pledged
Vessel at the relevant ship registry relating to such Pledged Vessel or evidence of the submission of such registration, (y) in order
to assist in establishing priority, not later than five (5) succeeding Business Days after the Issue Date, by providing evidence
to the Security Agent that each notice under the relevant insurance assignment has been validly served in accordance with the provisions
thereof and (z) not later than five (5) succeeding Business Days after the Issue Date, Sirena Acquisition will provide an updated
copy of its register of mortgages and charges showing entry of the details of the charge over Sirena Acquisition’s Pledged Vessel
pursuant to section 54 of the Companies Act (as revised) of the Cayman Islands and in order to assist in establishing priority (however
failure by Sirena Acquisition to enter in such register the details of such charge does not affect the validity, enforceability or perfection
of the charge). No steps are required under the laws of Bermuda to perfect such security interest; however, in order to secure its ranking
in point of priority, the security interest granted over the Pledged Vessel will be registered with the Registrar of Companies in Bermuda
pursuant to section 55 of the Companies Act within five (5) Business Days of the Issue Date.


 


(f)            Security
Limitations.


 


(i)            With
respect to all time periods set forth in Section 11.01(e), (x) to the extent any date for a required action falls on a day
that is not a business or working day in the relevant jurisdiction, the required date shall instead be the next business or
working day in such jurisdiction and (y) if any government office required for an action is closed on one or more days on which
it would normally be open, the applicable time periods set forth in Section 11.01(e) shall not commence until the business
or working day following the latest date such government office was closed on a day on which it would normally be open.


 


(ii)            Notwithstanding
the foregoing, certain assets will be excluded from the Collateral and/or may not be pledged or such security interest may not be perfected
in accordance with the terms of the Indenture and Security Documents (including the Agreed Security Principles).


 


Section 11.02.     Authorization
of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf
of the Holders and shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard
to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions
of the Security Documents, the Security Agent may, in its sole discretion and without the consent of the Holders, on behalf of the Holders,
take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the rights of the Holders
under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the
Issuer and the Guarantors hereunder.


 






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Subject
to the provisions of the Security Documents, the Security Agent shall have the power to institute and to maintain such suits and proceedings
as it may deem expedient to prevent any impairment of the Collateral by any acts of impairment that may be unlawful or in violation of
the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where
appropriate) may deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral (including power
to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or the Security Agent).
The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral authorized
by ‎‎Section 11.04 hereof or by the terms of the Security Documents.


 


Each Holder, by accepting a Note, shall be
deemed (i) to have irrevocably appointed U.S. Bank Trust Company, National Association as Security Agent, (ii) to have
irrevocably authorized the Security Agent and the Trustee to (a) perform the duties and exercise the rights, powers and
discretions that are specifically given to each of them under the Security Documents or other documents to which the Security Agent
and/or the Trustee is a party, together with any other incidental rights, power and discretions and (b) execute each document
expressed to be executed by the Security Agent and/or the Trustee on its behalf.


 


Section 11.03.     Authorization
of Receipt of Funds by the Security Agent Under the Security Documents. The Security Agent is authorized to receive and distribute
any funds for the benefit of the Holders under the Security Documents, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture and the Security Documents.


 


Section 11.04.     Release
of the Collateral.


 


(a)            To
the extent a release is required by a Security Document, the Security Agent shall automatically release, and the Trustee, if so required
by the requisite holders under this Indenture (if applicable) or pursuant to a court order (if applicable), shall be deemed to direct
the Security Agent to automatically release, without the need for consent of the Holders of the Notes or any further action, Liens on
the Collateral securing the Notes:


 


(i)            as
to all of the Collateral, upon payment in full of principal of, interest and all other Obligations (in each case, other than contingent
or unliquidated obligations or liabilities) on the Notes issued under this Indenture;


 






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(ii)            as
to the Collateral held by a Guarantor, upon release of the Note Guarantee of such Guarantor (with respect to the Liens securing such Note
Guarantee granted by such Guarantor) in accordance with the applicable provisions of this Indenture;


 


(iii)            upon
the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Subsidiary of the Issuer
or otherwise ceases to be a Guarantor;


 


(iv)            as
to any Collateral, upon any sale or other transfer by any Guarantor of any Collateral that is permitted under the Indenture to any person
that is not a Guarantor (but excluding any transaction subject to ‎‎Article Five);


 


(v)            as
to any Collateral held by a Guarantor, if the Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the
applicable provisions of this Indenture, the release of the property and assets of and Capital Stock issued by such Unrestricted Subsidiary;


 


(vi)            as
may be permitted by ‎‎Section 4.22, ‎Section 9.01 or ‎Section ‎9.02;


 


(vii)            in
order to effectuate a (i) merger, consolidation, amalgamation, conveyance, transfer or other business combination conducted in compliance
with ‎‎Section 5.01 or (ii) a reconstitution or merger for the purpose of re-flagging a Vessel
in compliance with ‎‎Section 4.24; and


 


(viii)            upon
Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under
‎Article Eight.


 


Each of the foregoing releases shall be automatic
without any further action by the Security Agent and without the consent of the Holders of the Notes or any action on the part of the
Trustee.


 


(b)            Any
release of Collateral made in compliance with this ‎‎Section 11.04 shall not be deemed to impair the Lien under
the Security Documents or the Collateral thereunder in contravention of the provisions of this Indenture or the Security Documents (including
‎‎Section 4.22 hereof).


 


(c)            Upon
the Issuer’s or any Guarantor’s request, the Security Agent shall execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this
Indenture; provided that the Issuer or such Guarantor shall have delivered an Officer’s Certificate (which the Trustee and Security
Agent may rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies
with the terms of this Indenture.


 






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Article Twelve

Miscellaneous


 


Section 12.01.    Notices.


 


(a)       Any
notice or communication shall be in writing and delivered in person or mailed by first class mail or sent by facsimile transmission addressed
as follows:


 


if to the Issuer or the Guarantors:


 


NCL Corporation Ltd.

7665 Corporate Center Drive

Miami, FL 33126-1201

Telephone: (305) 436-4000

Facsimile: (305) 436-4117

Attn: General Counsel


 


if to the Trustee, Principal Paying Agent, Security
Agent or Transfer Agent:


 


U.S. Bank Trust Company, National Association

Global Corporate Trust

West Side Flats

60 Livingston Avenue

St. Paul, MN 55107-1419

Telephone: (651) 466-6309

Facsimile: (651) 466-7430

Attn: Norwegian Cruise Lines (“NCL”) Corporate Trust Administrator


 


The Issuer, the Guarantors or the Trustee by notice
to the other may designate additional or different addresses for subsequent notices or communications.


 


(b)        Notices
regarding the Notes shall be:


 


(i)       delivered
to Holders electronically or mailed by first-class mail, postage paid; and


 


(ii)      in
the case of Definitive Registered Notes, delivered to each Holder by first-class mail at such Holder’s respective address as it
appears on the registration books of the Registrar.


 


Notices given by first-class mail shall be deemed
given five calendar days after mailing and notices given by publication shall be deemed given on the first date on which publication is
made. Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. If a notice or communication is delivered in the manner provided above, it is duly given, whether or not the addressee receives
it.


 






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In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


(c)        If
and so long as the Notes are represented by Global Notes, notice to Holders, in lieu of being given in accordance with ‎‎Section 12.01(b) above,
may be given by delivery of the relevant notice to DTC for communication.


 


(d)       Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


(e)       All
notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication
sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by
DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in
English). The Issuer and Guarantors agree to assume all risks arising out of the use of using digital signatures and electronic
methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


 


Section 12.02.     Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any Guarantor to the Trustee or the Security
Agent to take or refrain from taking any action under this Indenture (except in connection with the original issuance of the Original
Notes on the date hereof), the Issuer or any Guarantor, as the case may be, shall furnish upon request to the Trustee or the Security
Agent:


 


(a)        an
Officer’s Certificate in form reasonably satisfactory to the Trustee or the Security Agent stating that, in the opinion of the Officer,
all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)        an
Opinion of Counsel in form reasonably satisfactory to the Trustee or the Security Agent stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.


 


Any Officer’s Certificate may be based, insofar
as it relates to legal matters, upon an Opinion of Counsel, unless the Officer signing such certificate knows, or in the exercise of reasonable
care should know, that such Opinion of Counsel with respect to the matters upon which such Officer’s Certificate is based are erroneous.
Any Opinion of Counsel may be based and may state that it is so based, insofar as it relates to factual matters, upon certificates of
public officials or an Officer’s Certificate stating that the information with respect to such factual matters is in the possession
of the Issuer, unless the counsel signing such Opinion of Counsel knows, or in the exercise of reasonable care should know, that the Officer’s
Certificate with respect to the matters upon which such Opinion of Counsel is based are erroneous.


 






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Section 12.03.     Statements
Required in Certificate or Opinion. Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:


 


(a)        a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto;


 


(b)        a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(c)        a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)        a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section 12.04.     Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
and the Paying Agent may make reasonable rules for their functions.


 


Section 12.05.     No
Personal Liability of Directors, Officers, Employees and Shareholders. No director, officer, employee, incorporator, shareholder or
stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under
the Notes, this Indenture and the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each holder of Notes by accepting a Note waives and releases all such liability.


 


Section 12.06.     Legal
Holidays. If an Interest Payment Date or other payment date is not a Business Day, payment shall be made on the next succeeding day
that is a Business Day, and no interest shall accrue for the intervening period. If a Record Date is not a Business Day, the Record Date
shall not be affected.


 


Section 12.07.     Governing
Law. THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






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Section 12.08.     Jurisdiction.
The Issuer and each Guarantor agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder or
the Trustee or the Security Agent arising out of or based upon this Indenture, the Notes or the Note Guarantees may be instituted in
any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of
them irrevocably submits to the non- exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer and
the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may
be brought in connection with this Indenture, the Notes or the Note Guarantees, including such actions, suits or proceedings
relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue,
residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The
Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive
and binding upon the Issuer or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the
Issuer or any Guarantor, as the case may be, are subject by a suit upon such judgment; provided that service of process is
effected upon the Issuer or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Issuer and the
Guarantors not resident in the United States has appointed Corporate Creations International, Inc., located at 801 US Highway
1, North Palm Beach, Florida 33408, or any successor so long as such successor is resident in the United States and can act for this
purpose, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or
proceeding arising out of or based upon this Indenture, the Notes or the Note Guarantees or the transactions contemplated herein which
may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, by any Holder or the Trustee, and
expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. National
Registered Agents, Inc. has hereby accepted such appointment and has agreed to act as said agent for service of process, and
the Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such
respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every
respect, effective service of process upon the Issuer. Notwithstanding the foregoing, any action involving the Issuer arising out of
or based upon this Indenture, the Notes or the Note Guarantees may be instituted by any Holder or the Trustee or the Security Agent
in any other court of competent jurisdiction. The Issuer expressly consents to the jurisdiction of any such court in respect of any
such action and waives any other requirements of or objections to personal jurisdiction with respect thereto.


 


EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE,
AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE,
THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


Section 12.09.     No
Recourse Against Others. A director, officer, employee, incorporator, member or shareholder, as such, of the Issuer or any Guarantor
shall not have any liability for any obligations of the Issuer or any Guarantor under this Indenture, the Notes or any Note Guarantee
or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive
and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes. Such waiver and
release may not be effective to waive liabilities under the U.S. federal securities laws.


 






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Section 12.10.    Successors.
All agreements of the Issuer and any Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 12.11.    Counterparts.
The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of
signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall
be deemed to be their original signatures for all purposes. For the avoidance of doubt, the words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or
any document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties
hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


Section 12.12.    Table
of Contents and Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions
hereof.


 


Section 12.13.    Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 12.14.    Currency
Indemnity. Any payment on account of an amount that is payable in U.S. dollars (the “Required Currency”) which
is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”),
whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute
a discharge of the Issuer’s or the Guarantors’ obligations under this Indenture and the Notes or Note Guarantee, as the case
may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase
in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate
of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required
Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as
the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from
and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate
and independent from the other obligations contained in this Indenture or the Notes, shall give rise to a separate and independent cause
of action, shall apply irrespective of any indulgence granted by any holder or the Trustee from time to time and shall continue in full
force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment
or order.


 


[Remainder of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written above.


 


	 	NCL CORPORATION LTD.
	 	as Issuer
	 	 
	 	By:  	/s/ Mark A. Kempa
	 	 	Name:  	Mark A. Kempa
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	NORWEGIAN EPIC, LTD.
	 	as Guarantor
	 	 
	 	By:	/s/ Daniel S. Farkas
	 	 	Name:  	Daniel S. Farkas
	 	 	Title:	Executive Vice President, General Counsel and Secretary





 


[Signature
Page to Indenture]


 






     


     


    

 


	 	PRIDE OF HAWAII, LLC
	 	as Guarantor
	 	 
	 	By:  	/s/ Daniel S. Farkas
	 	 	Name:  	Daniel S. Farkas
	 	 	Title:	Senior Vice President, General Counsel and Secretary
	 	 
	 	SIRENA ACQUISITION
	 	as Guarantor
	 	 
	 	By:	/s/ Frank J. Del Rio
	 	 	Name:  	Frank J. Del Rio
	 	 	Title:	Director, President and Chief Executive Officer





 


[Signature
Page to Indenture]


 




     


     


    

 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
 as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Security Agent
	 	 
	 	By:  	 /s/ Joshua A. Hahn
	 	 	Name:  	Joshua A. Hahn
	 	 	Title:	Vice President





 


[Signature
Page to Indenture]


 






     


     


    

 


Schedule I


 


GUARANTORS


 


	
    Entity
	 	
    Jurisdiction

	Norwegian Epic, Ltd.	 	Bermuda
	
    Pride of Hawaii, LLC
	 	Delaware
	Sirena Acquisition	 	
    Cayman Islands



 






    I-1


     


    

 


Schedule II


 


SECURITY DOCUMENTS


 


		1.	Collateral Agreement, to be executed no later than three (3) Business
Days after the Issue Date, by and among the Guarantors party thereto and the Security Agent, in form and substance reasonably satisfactory
to the Security Agent.



 


		2.	First Preferred Marshall Islands Mortgage, to be executed no later
than four (4) Business Days after the Issue Date, made by Sirena Acquisition in favor of the Security Agent, in form and substance
reasonably satisfactory to the Security Agent.



 


		3.	Statutory First Priority Bahamian Mortgage, to be executed no later
than four (4) Business Days after the Issue Date, executed by Pride of Hawaii, LLC in favor of the Security Agent, in form and substance
reasonably satisfactory to the Security Agent.



 


		4.	Statutory First Priority Bahamian Mortgage, to be executed no later
than four (4) Business Days after the Issue Date, executed by Norwegian Epic, Ltd. in favor of the Security Agent, in form and
substance reasonably satisfactory to the Security Agent.



 


		5.	Deed of Covenants, to be executed no later than four (4) Business
Days after the Issue Date, made between Pride of Hawaii, LLC and the Security Agent, in form and substance reasonably satisfactory to
the Security Agent



 


		6.	Deed of Covenants, to be executed no later than four (4) Business
Days after the Issue Date, made between Norwegian Epic, Ltd. and the Security Agent, in form and substance reasonably satisfactory
to the Security Agent



 


		7.	First Lien Insurance Assignment, to be executed no later than four
(4) Business Days after the Issue Date, by Sirena Acquisition to the Security Agent, in form and substance reasonably satisfactory
to the Security Agent



 


		8.	First Lien Insurance Assignment, to be executed no later than four
(4) Business Days after the Issue Date, by Pride of Hawaii, LLC to the Security Agent, in form and substance reasonably satisfactory
to the Security Agent



 


		9.	First Lien Insurance Assignment, to be executed no later than four
(4) Business Days after the Issue Date, by Norwegian Epic, Ltd. to the Security Agent, in form and substance reasonably satisfactory
to the Security Agent



 


		10.	First Lien Earnings Assignment, to be executed no later than four
(4) Business Days after the Issue Date, by Pride of Hawaii, LLC to the Security Agent, in form and substance reasonably satisfactory
to the Security Agent



 


		11.	First Lien Earnings Assignment, to be executed no later than four
(4) Business Days after the Issue Date, by Norwegian Epic, Ltd. to the Security Agent, in form and substance reasonably satisfactory
to the Security Agent



 


		12.	First Lien Earnings Assignment, to be executed no later than four
(4) Business Days after the Issue Date, by Sirena Acquisition to the Security Agent, in form and substance reasonably satisfactory
to the Security Agent



 






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Schedule III


 


AGREED SECURITY PRINCIPLES


 


		1.	Agreed security principles



 


The security to be provided under and
in connection with this Indenture will be given in accordance with the security principles set out in this Schedule (the Agreed Security
Principles).


 


		2.	General principles



 


		2.1.	The Agreed Security Principles embody a recognition by all parties that there may be certain legal and
practical difficulties in obtaining effective security from the Issuer and its Subsidiaries (collectively, the NCL Group) in certain
jurisdictions. In particular:



 


		(a)	general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent
preference, “thin capitalisation” rules, retention of title claims, regulatory restrictions and similar principles may limit
the ability of a member of the NCL Group to provide security or may require that the security be limited by an amount or otherwise; provided
that the NCL Group will use commercially reasonable efforts to overcome any such obstacle and assist in demonstrating that adequate corporate
benefit accrues to the NCL Group and the Guarantors. If any such limit applies, the security provided will be limited to the maximum amount
which the relevant member of the NCL Group may provide having regard to applicable law;



 


		(b)	a factor in determining whether or not security shall be taken is the applicable cost which shall not
be disproportionate to the benefit to the holders of the Notes (or any other beneficiary of the security) of obtaining such security.
For these purposes, “cost” includes, but is not limited to, income or corporate tax cost, registration taxes payable on the
creation or enforcement or for the continuance of any security, notary costs, stamp duties, out-of-pocket expenses and other fees and
expenses directly incurred by the relevant grantor of security or any of its direct or indirect owners, subsidiaries or Affiliates;



 


		(c)	except in the case of the Guarantors, unless each consent required
by law, statute, the terms of any applicable contract, instrument or constitutional document or otherwise from the minority shareholders
in, or any relevant corporate body of, any member of the NCL Group which is not wholly owned (directly or indirectly) by another member
of the NCL Group is obtained, such member shall not be required to grant security; provided that the relevant company and the Issuer
have used commercially reasonable efforts to obtain such consent, it being acknowledged that commercially reasonable efforts shall not
require the payment by the Issuer or the relevant company of any monetary consent or waiver excluding any reasonable legal fees that
may be payable;



 






    III-1


     


    

 


		(d)	security shall not be created or perfected to the extent that it would result in the directors or officers
of the relevant grantor being in contravention of any statutory duty in such capacity or their fiduciary duties and/or which could reasonably
be expected to result in personal, civil or criminal liability on the part of any such director or officer; provided that the relevant
member of the NCL Group shall use commercially reasonable efforts to overcome any such obstacle, it being acknowledged that commercially
reasonable efforts shall not require the payment by the Issuer or the relevant company of any monetary consent or waiver;



 


		(e)	any assets (other than, for the avoidance of doubt, any Pledged Vessel) subject to third party arrangements
(including shareholder agreements or joint venture agreements) which are permitted by the terms of the Indenture and which would prevent
or prohibit those assets from being subject to legal, valid, binding and enforceable security will be excluded from the security created
by any relevant security document; provided that the relevant member of the NCL Group has used commercially reasonable efforts to obtain
any necessary consent or waiver if the asset is material, it being acknowledged that commercially reasonable efforts shall not require
the payment by the Issuer or the relevant company of any monetary consent or waiver excluding any reasonable legal fees that may be payable;



 


		(f)	where a class of assets to be secured includes material and immaterial assets, if the cost of granting
security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets
only;



 


		(g)	the granting of security or the perfection of the security granted will not be required if:



 


		(i)	it has or is reasonably likely to have a material adverse effect on the ability of the relevant member
of the NCL Group to conduct its operations and business in the ordinary course as otherwise permitted by the Indenture; or



 


		(ii)	it has or is reasonably likely to have a material adverse effect
on the tax arrangements of the NCL Group or any member of the NCL Group, provided that, in each case, the relevant member of the NCL
Group shall use commercially reasonable efforts to overcome such obstacle. The secured obligations will be limited where necessary to
prevent any material additional tax liability of any member of the NCL Group;



 






    III-2


     


    

 


		(h)	in the case of any security granted by any member of the NCL Group, no fixed security will be given over
hedging or intellectual property registered and applied for outside of the United States, which instead in each case shall be subject
to floating security to the extent applicable under the laws of the jurisdiction governing the relevant security agreement. Nothing in
this paragraph will restrict any provision permitting the crystallisation of any floating charge in certain circumstances as set out in
the security documents; and



 


		(i)	other than in respect of: (i) (1) the registration of the mortgages in respect of the Pledged
Vessels with the relevant ship registry and in the jurisdiction in which the relevant Vessel owner is organized, to the extent required
under the law of such jurisdiction and (2) the display of notice thereof onboard the Pledged Vessels as required by the mortgages
or deeds of covenant collateral thereto; (ii) UCC financing statements to be filed in the applicable jurisdictions and (iii) any
other notifications expressly contemplated in these Agreed Security Principles, no perfection action will be required in jurisdictions
in which the Guarantors are not located.



 


		3.	Security



 


Security will be for all liabilities
of the relevant members of the NCL Group (including the Guarantors) under the Notes and the Indenture, in accordance with, and subject
to, the requirements of the Agreed Security Principles in each relevant jurisdiction.


 


		4.	Terms of security documents



 


		4.1.	Security will be first ranking, to the extent legally possible (and subject to certain liens mandatorily
preferred by applicable laws).



 


		4.2.	Security shall (to the extent legally possible, subject to the general principles above) be created in
favour of the Security Agent, the Trustee and the holders of the Notes or the Security Agent on behalf of or as trustee for the Trustee
and the holders of the Notes ((it being anticipated that the latter option shall be appropriate in most cases), to secure all of the obligations
of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local
law) and provided that “parallel debt” provisions may be used where necessary.



 


		4.3.	The security documents should only operate to create security
rather than to impose new commercial obligations other than to the extent required by local law in order to create, enforce or perfect
the security interest expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to
customary representations and undertakings as to the Pledged Vessels, representations and undertakings (such as in respect of insurance,
maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation, registration
and/or perfection of the security, will not unreasonably interfere with the normal running of the business and/or the Pledged Vessels
and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in this Indenture and shall
not operate so as to prevent transactions which are otherwise permitted under this Indenture or to require additional consents or authorizations
or to impose commercial obligations, in each case other than to the extent required by local law in order to create, enforce or perfect
the security interest expressed to be created thereby, or to deal with requirements directly related thereto.



 






    III-3


     


    

 


		4.4.	Unless otherwise required under applicable law, if a member of the NCL Group grants security over any
asset it shall, subject to the terms of the Indenture and the Notes, be free to deal with that asset in the ordinary course of its business
until a Declared Default (as defined below) has occurred.



 


		4.5.	The following principles will be reflected in the terms of any security taken as part of this transaction:



 


		(a)	security will not be enforceable in respect of the Notes until an Event of Default has occurred and is
continuing in respect of which the Notes are being accelerated in compliance with the terms and subject to the conditions of this Indenture
in all respects (a Declared Default);



 


		(b)	information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent
or the Trustee, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced
and, unless in the opinion of counsel to the Security Agent or the Trustee required to be provided by local law more frequently, be provided
annually or, following an Event of Default which is continuing, on the Security Agent’s or the Trustee’s reasonable request;
and



 


		(c)	each of the Trustee, the Security Agent and the holders of the Notes should only be able to exercise any
power of attorney granted to it under the security documents following a Declared Default.



 


		5.	Bank accounts



 


No security will be given over bank
accounts.


 


		6.	Real estate



 


No security will be given over land,
building and improvements or other real estate.


 






    III-4


     


    

 


		7.	Security in respect of the Pledged Vessels



 


		7.1.	Security will be given over the Vessel Norwegian Epic, flagged in the Commonwealth of The Bahamas,
Norwegian Jade, flagged in the Commonwealth of The Bahamas, and Sirena, flagged in the Republic of the Marshall Islands
(the Pledged Vessels).



 


		7.2.	Each mortgage in respect of the Pledged Vessels must be perfected by its due registration in the relevant
ship registry of the Ship’s Flag State (and evidence of such registration shall be provided in the form of transcript, certificate
of ownership and encumbrance or equivalent mortgage registration document from the relevant registry or, to the extent such transcript,
certificate of ownership and encumbrance or registration document is not available, such other evidence as may be provided by the relevant
local counsel that evidences (to the satisfaction of the Security Agent (acting reasonably) that the relevant mortgage has been duly registered
in its favour)) not later than four succeeding Business Days after the Issue Date.



 


		7.3.	Subject to Section 8.3 below, all other vessel security in respect of a Pledged Vessel shall be entered
into on or before the same deadline as its mortgage. No manager’s undertakings will be procured or given.



 


		7.4.	In addition to the mortgage over the Pledged Vessel, the vessel security shall include: (a) in connection
with any mortgage that is in account current form, a deed of covenants; (b) an assignment of insurances (as set out in more detail
below) from the relevant owner, NCL Corporation Ltd. (if applicable) and (if applicable) the bareboat charterer (with such assignment
from the bareboat charterer also including a subordination of its rights under the relevant charter in favour of the Security Agent);
and (c) an assignment of earnings and any requisition compensation generated by the Pledged Vessel from the relevant owner and (if
applicable) the bareboat charterer.



 


		8.	Insurances in respect of Pledged Vessels



 


		8.1.	The owner of each Pledged Vessel will be required to take out and maintain in its name or procure to be
taken out and maintained in its name customary insurances on each Pledged Vessel with financially sound and reputable insurers or underwriters,
including without limitation: (a) hull, machinery and equipment insurance (covering all fire and usual marine risks including excess
risks and war risks); and (b) protection and indemnity insurance (including pollution risks and war risks).



 


		8.2.	The policies shall be assigned by each owner, NCL Corporation Ltd. (if applicable) and each bareboat charterer
of the Pledged Vessels simultaneously with the granting of the Pledged Vessel mortgages described in paragraph 7 above, and the insurers
shall be instructed to apply claims proceeds as follows:



 


		(a)	all claims under the hull and machinery (and war risks) policy for the Pledged Vessels in respect of an
actual or constructive or compromised or arranged total loss of such Pledged Vessel shall be paid in full to the Security Agent or to
its order; and



 


		(b)	all other claims under the hull and machinery (and war risks) policy and the protection and indemnity
cover for a Pledged Vessel shall be paid in full to the relevant owner or NCL Corporation Ltd. (if applicable), or, in the case of a Pledged
Vessel subject to a bareboat charter, the relevant charterer or to its order, unless and until the Security Agent shall have notified
the insurers to the contrary, whereupon all such claims shall be paid to the Security Agent or to its order.



 






    III-5


     


    

 


		8.3.	No later than the fifth succeeding Business Day after the Issue Date, the owner, NCL Corporation Ltd.
(if applicable) and (if applicable) the charterer of a Pledged Vessel shall serve a notice of assignment of insurances over that Pledged
Vessel on the relevant brokers and Protection and Indemnity Club and shall then use reasonable endeavours to obtain:



 


		(a)	a loss payee or other endorsement or, in the case of entries in a protection and indemnity association,
a note of the Security Agent’s interest made on the insurance policy; and



 


		(b)	a letter of undertaking issued to the Security Agent by the broker(s) through whom the relevant policy
is placed (or, in the case of entries in protection and indemnity or war risks associations, by their managers).



 


If, despite using commercially reasonable
efforts, the owner and (if applicable) the charterer has not been able to obtain the items referred to in (a) and (b) above
for a period of six (6) weeks from the serving of the notice of assignment, such obligation to obtain those items shall cease at
the end of that six (6) week period.


 


		9.	Intellectual property



 


		9.1.	Security will only be granted over intellectual property to the extent expressly required under the Indenture
and subject to these Agreed Security Principles. No security shall be granted over any licensed intellectual property which cannot be
secured under the terms of the relevant licensing agreement. No notice shall be prepared or given to any third party from whom intellectual
property is licensed until a Declared Default has occurred.



 


		9.2.	The security documents will not be required to be registered
outside of the United States unless otherwise agreed. No perfection step, further assurance step, filing, recordation, registration or
other formalities will be required in relation to the creation, perfection or priority of any security over intellectual property
and in relation to any relevant security document, other than any security documents that are required to be recorded with the United
States Patent and Trademark Office, the United States Copyright Office or applicable jurisdictions by way of UCC financing statements,
as applicable.



 


		9.3.	Any intellectual property required to be secured in accordance with the Indenture and these Agreed Security
Principles will only be required to be secured under a security document governed by the laws of the United States (or any state or district
thereof) irrespective of the jurisdiction of incorporation of the relevant member of the NCL Group which holds the interest in the intellectual
property, the location of the intellectual property or otherwise.



 






    III-6


     


    

 


		10.	Shares and partnership interests



 


No security will be granted over shares
or partnership interests in the Guarantors or any direct or indirect subsidiary thereof.


 


		11.	Intercompany receivables



 


No security will be granted over intercompany
receivables.


 


		12.	Business Day Overriding Principle



 


With respect to all time periods set
forth herein, (x) to the extent any date for a required action falls on a day that is not a business or working day in the relevant
jurisdiction, the required date shall instead be the next business or working day in such jurisdiction and (y) if any government
office required for any action is closed on one or more days on which it would normally be open, the applicable time periods set forth
herein shall not commence until the business or working day following the latest date such government office was closed on a day on which
it would normally be open.


 






    III-7


     


    

 


Schedule IV


 


COLLATERAL VESSEL


 


	Owner	 Vessel	 Flag State
	Norwegian Epic, Ltd.	Norwegian Epic	Bahamas
	Pride of Hawaii, LLC	Norwegian Jade 	Bahamas
	Sirena Acquisition	Sirena	Republic of the Marshall Islands


 






    IV-1


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


NCL CORPORATION LTD.


 


[If Regulation S Global Note – CUSIP Number [●]1
/ ISIN [●]2]

[If Restricted Global Note – CUSIP Number [●]3 / ISIN [●]4]

No. [●]


 


[Include if Global Note — UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]


 


 






1 Issue Date Regulation S CUSIP: G6436QAN6


 


2 Issue Date Regulation S ISIN: USG6436QAN63


 


3 Issue Date Rule 144A CUSIP: 62886HBE0


 


4 Issue Date Rule 144A ISIN: US62886HBE09


 






    A-2


     


    

 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS
NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, AND AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF THIS NOTE)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE DATE WHEN THE NOTES WERE FIRST
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S AND THE DATE OF THE COMPLETION OF THE DISTRIBUTION] RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) IN THE UNITED STATES TO A PERSON WHOM
THE HOLDER REASONABLY BELIEVES IS A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT (PROVIDED THAT PRIOR TO A TRANSFER PURSUANT TO CLAUSE (D) OR (E), THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE
TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND AGREES THAT IT WILL DELIVER
TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (D) OR (F) ABOVE)
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF,
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT SHALL NOT TRANSFER THE SECURITIES
IN AN AMOUNT LESS THAN $2,000.


 






    A-3


     


    

 


5.875% SENIOR SECURED NOTE DUE 2027


 


NCL
Corporation Ltd., a Bermuda exempted company, for value received, promises to pay to [●] or registered assigns the principal
sum of $[●] (as such amount may be increased or decreased as indicated in Schedule A (Schedule of Principal Amount in the Global
Note) of this Note) on February 15, 2027.


 


From February 18, 2022 or from the most recent
Interest Payment Date to which interest has been paid or provided for, cash interest on this Note will accrue at 5.875%, payable semi-annually
on February 15 and August 15 of each year, beginning on August 15, 2022, to the Person in whose name this Note (or any
predecessor Note) is registered at the close of business on the preceding February 1 or August 1, as the case may be. Interest
on overdue principal and interest, including Additional Amounts, if any, will accrue at a rate that is 1.0% higher than the interest rate
on the Notes.


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.


 


Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature of an authorized signatory, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof and to the provisions of the Indenture, which provisions shall for all purposes have the
same effect as if set forth at this place.


 






    A-4


     


    

 


IN WITNESS WHEREOF, NCL Corporation Ltd. has caused
this Note to be signed manually or by facsimile by its duly authorized signatory.


 


Dated:
[●], 20[●]


 


	 	NCL CORPORATION LTD.
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 






    A-5


     


    

 


	CERTIFICATE OF AUTHENTICATION	 
	 	 
	This is one of the Notes referred to in the Indenture.	 
	 	 
	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee	 
	 	 
	By:  	 	 
	 	Authorized Officer	 





 






    A-6


     


    

 



 


[FORM OF REVERSE SIDE OF NOTE]

5.875% Senior Secured Note due 2027


 


1.            Interest


 


NCL Corporation Ltd., a Bermuda exempted company
(together with its successors and assigns under the Indenture, the “Issuer”), for value received, promises to pay interest
on the principal amount of this Note from February 18, 2022 or from the most recent Interest Payment Date to which interest has been
paid or provided for at the rate per annum shown above. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The Issuer shall pay interest on overdue principal at the interest rate borne by the Notes compounded semi-annually, and it shall pay
interest on other overdue amounts at the same rate to the extent lawful. Any interest paid on this Note shall be increased to the extent
necessary to pay Additional Amounts as set forth in this Note.


 


2.            Additional
Amounts


 


(a)            All
payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect
to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present
or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable
withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf
of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for
tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by
or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision
thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect
to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or
premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”)
as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction
will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding
or deduction; provided, however, that no Additional Amounts shall be payable with respect to:


 


(1)            any
Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary,
settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner,
if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation)
being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been
physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other
present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition,
ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the
receipt of payments in respect of such Note or a Note Guarantee;


 






    A-7


     


    

 


 


(2)            any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more
than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would
have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);


 


(3)            any
estate, inheritance, gift, sale, transfer, personal property or similar Taxes;


 


(4)            any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee;


 


(5)            any
Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of the Notes,
following the Issuer’s reasonable written request addressed to the Holder at least 30 days before any such withholding or deduction
would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute,
treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of
deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or
beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally
eligible to provide such certification or documentation;


 


(6)            any
Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf
of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise
accepting payment from, another Paying Agent;


 


(7)            any
Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the Holder of the Notes if such Holder is a
fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have
been imposed on such payments had such Holder been the sole beneficial owner of such Note;


 






    A-8


     


    

 


(8)            any
Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof, including
any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue
Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not
materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental
agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing
the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor
version described above); or


 


(9)            any
combination of clauses (1) through (8) above.


 


In addition to the foregoing, the Issuer and the Guarantors will also
pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes,
or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto)
which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture,
any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of,
any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments or that are imposed
on or result from a sale or other transfer or disposition of a Note by a Holder or a beneficial owner, to any such Taxes imposed in a
Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof),
save in each case for any such taxes, charges or levies which arise or are increased as a result of any document effecting the registration,
issue or delivery of any of the notes either being signed or executed in the United Kingdom or being brought into the United Kingdom.


 


(b)            If
the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any
payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, shall deliver
to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises
after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter)
an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The
Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional
Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably
satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s
Certificate as conclusive proof that such payments are necessary.


 


(c)            The
Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time
period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable
law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the
payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder of this
Note upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts
evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts,
receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.


 






    A-9


     


    

 


(d)            Whenever
in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes
or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention
shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof.


 


(e)            The
preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a Holder or beneficial owner
of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor)
is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made
under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision
thereof or therein.


 


3.            Method
of Payment


 


The Issuer shall pay interest on this Note (except
Defaulted Interest) to the Holder at the close of business on the Record Date for the next Interest Payment Date even if this Note is
cancelled after the Record Date and on or before the Interest Payment Date. The Issuer shall pay principal and interest in dollars in
immediately available funds that at the time of payment is legal tender for payment of public and private debts; provided that
payment of interest may be made at the option of the Issuer by check mailed to the Holder.


 


The amount of payments in respect of interest on
each Interest Payment Date shall correspond to the aggregate principal amount of Notes represented by this Note, as established by the
Registrar at the close of business on the relevant Record Date. Payments of principal shall be made upon surrender of this Note to the
Paying Agent.


 


4.            Paying
Agent and Registrar


 


Initially, U.S. Bank Trust Company, National Association
or one of its Affiliates will act as Principal Paying Agent and Registrar. The Issuer or any of its Affiliates may act as Paying Agent,
Registrar or co-Registrar.


 


5.            Indenture


 


The Issuer issued this Note under an indenture
dated as of February 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
among, inter alios, the Issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the
 “Trustee”) and as Security Agent. The terms of this Note include those stated in the Indenture. Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 






    A-10


     


    

 


6.            Optional
Redemption


 


(a)            Prior
to February 15, 2024 (the “First Call Date”), the Issuer may redeem the Notes at its option, in whole or in part,
at any time and from time to time, upon giving not less than 10 nor more than 60 days’ notice, at a Redemption Price (expressed
as a percentage of principal amount and rounded to three decimal places) equal to the greater of:


 


(1) (a) the sum
of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
the Notes matured on the First Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points less (b) interest accrued to the Redemption Date, and


 


(2) 100% of the principal
amount of the Notes to be redeemed,


 


plus, in either case, accrued
and unpaid interest and Additional Amounts, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of the Notes
on the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


On
or after the First Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, upon
giving not less than 10 nor more than 60 days’ notice, at a Redemption Price (expressed as a percentage of the principal amount
and rounded to three decimal places) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding,
the Redemption Date, subject to the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant
Interest Payment Date, if redeemed during the applicable period set forth in the table below:


 


	Date	 	Percentage	 
	First Call Date to February 14, 2025	 	 	102.938	%
	February 15, 2025 to February 14, 2026	 	 	101.469	%
	February 15, 2026 and thereafter	 	 	100.000	%




 






    A-11


     


    

 


(b)            At
any time and from time to time prior to the First Call Date, the Issuer may redeem Notes with the net cash proceeds received by the Issuer
from any Equity Offering at a Redemption Price equal to 105.875% of the principal amount of such Notes, plus accrued and unpaid interest
and Additional Amounts, if any, to, but excluding, the Redemption Date, in an aggregate principal amount for all such redemptions not
to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture on the Issue Date (together with Additional Notes);
provided that


 


(1)            in
each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and


 


(2)            not
less than 60% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately
thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all such
Notes are redeemed substantially concurrently.


 


Notwithstanding the foregoing, in connection with
any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate
principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third
party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the
Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30
days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a Redemption Price equal to
the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included
in the tender offer payment, accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the date of such
redemption.


 


7.            Redemption
for Changes in Taxes


 


The
Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60
days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the
procedures set forth under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the
principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a
 “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax
Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive
interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which
any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay
Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the
Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid
any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new
Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a
result of: a Change in Tax Law.


 






    A-12


     


    

 


The Issuer shall not give any such notice of redemption
earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment
or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation
to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of
the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing
qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect
that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers
a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that
it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available
to it.


 


The Trustee will accept and shall be entitled to
rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions
as described above, in which event it will be conclusive and binding on all of the Holders.


 


The foregoing provisions of this paragraph 7 will
apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after
the time such Person becomes successor to the Issuer (or any Guarantor).


 


8.            Repurchase
at the Option of Holders


 


(a)            Upon
a Change of Control Triggering Event, the Holders shall have the right to require the Issuer to offer to repurchase the Notes pursuant
to ‎‎Section 4.11 of the Indenture.


 


(b)            The
Notes may also be subject to Asset Sale Offers pursuant to ‎‎Section 4.09
of the Indenture.


 


10.            Denominations


 


The Notes (including this Note) are in denominations
of $2,000 and integral multiples of $1,000 in excess thereof of principal amount at maturity. The transfer of Notes (including this Note)
may be registered, and Notes (including this Note) may be exchanged, as provided in the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture.


 


11.            Unclaimed
Money


 


All moneys paid by the Issuer or the Guarantors
to the Trustee or a Paying Agent for the payment of the principal of, or premium, if any, or interest on, this Note or any other Note
that remain unclaimed at the end of two years after such principal, premium or interest has become due and payable may be repaid to the
Issuer or the Guarantors, subject to applicable law, and the Holder of such Note thereafter may look only to the Issuer or the Guarantors
for payment thereof.


 


12.            Discharge
and Defeasance


 


The
Notes shall be subject to defeasance, satisfaction and discharge as provided in ‎‎Article Eight of the Indenture.


 






    A-13


     


    

 


13.            Amendment,
Supplement and Waiver


 


The
Notes, the Note Guarantees, the Indenture and the Security Documents may be amended or modified as provided in ‎‎Article Nine
of the Indenture.


 


14.            Defaults
and Remedies


 


This
Note and the other Notes have the Events of Default as set forth in ‎‎Section 6.01 of the Indenture.


 


15.            Security


 


This
Note and the other Notes will be secured by the Liens in the Collateral, subject to Permitted Collateral Liens, as set forth in ‎‎Article Eleven
of the Indenture.


 


16.            Trustee
and Security Agent Dealings with the Issuer


 


The Trustee and the Security Agent under the Indenture,
in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Issuer, the Guarantors or any of their Affiliates with the same rights it would have if it were not Trustee or the Security
Agent. Any Paying Agent, Registrar, co- Registrar or co-Paying Agent may do the same with like rights.


 


17.            No
Recourse Against Others


 


A director, officer, employee, incorporator, member
or shareholder, as such, of the Issuer or the Guarantors shall not have any liability for any obligations of the Issuer or the Guarantors
under this Note, the other Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release are
part of the consideration for issuance of the Notes.


 


18.            Authentication


 


This Note shall not be valid until an authorized
officer of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.


 


19.            Abbreviations


 


Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 






    A-14


     


    

 


20.            ISIN
and/or CUSIP Numbers


 


The Issuer may cause ISIN and/or CUSIP numbers
to be printed on the Notes, and if so the Trustee shall use ISIN and/or CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption,
and reliance may be placed only on the other identification numbers placed on the Notes.


 


21.            Governing
Law


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.


 






    A-15


     


    

 


ASSIGNMENT FORM


 


To assign and transfer this Note, fill in the form below:


 


	(I) or (the Issuer) assign and transfer this Note to
	 
	(Insert assignee’s social security or tax I.D. no.)
	 
	 
	(Print or type assignee’s name, address and postal code)




 


	and irrevocably appoint ____________________ agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.



 


	Your Signature:	 
	 	(Sign exactly as your name appears on the other side of this Note)




 


	Signature Guarantee:	 
	 	(Participant in a recognized signature guarantee medallion program)




 


	Date:	 	 



 


Certifying Signature





 


In connection with any transfer of any Notes evidenced by this certificate
occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any,
on which the Notes were owned by the Issuer or any of its Affiliates, the undersigned confirms that such Notes are being transferred
in accordance with the transfer restrictions set forth in such Notes and:


 


CHECK ONE BOX BELOW


 


(1)      ̈     to
the Issuer or any Subsidiary; or


 


(2)      ̈     pursuant
to an effective registration statement under the U.S. Securities Act of 1933; or


 


(3)      ̈     pursuant
to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or


 


(4)      ̈     pursuant
to and in compliance with Regulation S under the U.S. Securities Act of 1933; or


 


(5)      ̈     pursuant
to another available exemption from the registration requirements of the U.S. Securities Act of 1933.


 






    A-16


     


    

 


Unless one of the boxes is checked, the
Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if box (3) is checked, by executing this form, the Transferor is deemed
to have certified that such Notes are being transferred to a person it reasonably believes is a “qualified institutional
buyer” as defined in Rule 144A under the U.S. Securities Act of 1933 who has received notice that such transfer is being
made in reliance on Rule 144A; if box (4) is checked, by executing this form, the Transferor is deemed to have certified
that such transfer is made pursuant to an offer and sale that occurred outside the United States in compliance with Regulation S
under the U.S. Securities Act; and if box (5) is checked, the Trustee may require, prior to registering any such transfer of
the Notes, such legal opinions, certifications and other information as the Issuer reasonably requests to confirm that such transfer
is being made pursuant to an exemption from or in a transaction not subject to, the registration requirements of the U.S. Securities
Act of 1933.


 


	Signature:	 




 


	Signature Guarantee:	    
	 	(Participant in a recognized signature guarantee medallion program)



 


	Certifying Signature:	 	 	Date:	 




 


	Signature Guarantee:	 
	 	(Participant in a recognized signature guarantee medallion program)




 






    A-17


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note or a portion thereof repurchased pursuant to Section ‎4.09 or ‎4.11
of the Indenture, check the box:  ̈


 


If the purchase is in part, indicate the portion
(in denominations of $2,000 or any integral multiple of $1,000 in excess thereof) to be purchased:


 


	Your Signature:	 
	 	(Sign exactly as your name appears on the other side of this Note)




 


	Date:	 




 


	Certifying Signature:	 




 






    A-18


     


    

 


SCHEDULE A


 


SCHEDULE OF PRINCIPAL AMOUNT IN THE GLOBAL NOTE


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive
Registered Note for an interest in this Global Note, have been made:


 


	Date of
 Decrease/Increase	 	Amount of
 Decrease in 

Principal Amount	 	Amount of
 Increase in

Principal Amount	 	Principal Amount 

Following such

Decrease/Increase	 	Signature of 

Authorized Officer 

of Registrar



 






    A-19


     


    

 


EXHIBIT B


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM RESTRICTED 

GLOBAL NOTE TO REGULATION S GLOBAL NOTE5


 


(Transfers pursuant to § 2.06(b)(ii) of the Indenture)


 


U.S. Bank Trust Company, National Association

U.S. Bank Global Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55017

EP-MN-WS3C

Attention: Transfer Agent


 


Re: 5.875% Senior Secured Notes due 2027 (the “Notes”)


 


Reference is hereby made to the Indenture dated
as of February 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among,
inter alios, NCL Corporation Ltd., a Bermuda exempted company, as Issuer, the guarantors party thereto, as Guarantors, and U.S.
Bank Trust Company, National Association, as Trustee and as Security Agent. Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.


 


This letter relates to $________ aggregate principal
amount of Notes that are held as a beneficial interest in the form of the Restricted Global Note (CUSIP No.: [●]6;
ISIN No: [●]7) with DTC in the name of [name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note
(CUSIP No.: [●]8; ISIN No: [●]9).


 


In connection with such request, the Transferor
does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Notes and:


 


(a)            with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), does certify that:


 





 



5 If the Note is a Definitive
Registered Note, appropriate changes need to be made to the form of this transfer certificate.


 


6  Issue Date Rule 144A CUSIP:
62886HBE0


 


7 Issue Date Rule 144A ISIN: US62886HBE09


 


8 Issue Date Regulation S CUSIP:
G6436QAN6


 


9 Issue Date Regulation S ISIN: USG6436QAN63


 






    B-1


     


    

 


(i)          the
offer of the Notes was not made to a person in the United States;


 


(ii)         either
(i) at the time the buy order is originated the transferee is outside the United States or the Transferor and any person acting
on its behalf reasonably believe that the transferee is outside the United States; or (ii) the transaction was executed in, on or
through the facilities of a designated offshore securities market described in paragraph (b) of Rule 902 of Regulation S and
neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;


 


(iii)        no
directed selling efforts have been made in the United States by the Transferor, an Affiliate thereof or any person on its behalf in contravention
of the requirements of Rule 903 or 904 of Regulation S, as applicable;


 


(iv)        the
transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and


 


(v)         the
Transferor is not the Issuer, a distributor of the Notes, an Affiliate of the Issuer or any such distributor (except any officer or director
who is an affiliate solely by virtue of holding such position) or a person acting on behalf of any of the foregoing.


 


(b)         with
respect to transfers made in reliance on Rule 144 the Transferor certifies that the Notes are being transferred in a transaction
permitted by Rule 144 under the U.S. Securities Act.


 


You, the Issuer, the Guarantors and the Trustee
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate
have the meanings set forth in Regulation S.


 


	 	[Name of Transferor]






 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Date:


 


cc:


 


Attn:


 






    B-2


     


    

 


EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM REGULATION S 

GLOBAL NOTE TO RESTRICTED GLOBAL NOTE


 


(Transfers pursuant to § 2.06(b)(iii) of the Indenture)


 


U.S. Bank Trust Company, National Association

U.S. Bank Global Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55017

EP-MN-WS3C

Attention: Transfer Agent


 


Re: 5.875% Senior Secured Notes due 2027 (the “Notes”)


 


Reference is hereby made to the Indenture dated
as of February 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among,
inter alios, NCL Corporation Ltd., a Bermuda exempted company, as Issuer, the guarantors party thereto, as Guarantors, and U.S.
Bank Trust Company, National Association, as Trustee and as Security Agent. Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.


 


This letter relates to $___________ aggregate principal
amount at maturity of Notes that are held in the form of the Regulation S Global Note with DTC (CUSIP No.: [●]10; ISIN
No.: [●]11) in the name of [name of transferor] (the “Transferor”) to effect the transfer of the
Notes in exchange for an equivalent beneficial interest in the Restricted Global Note (CUSIP No.: [●]12; ISIN No.:
[●]13).


 


In connection with such request, and in respect
of such Notes the Transferor does hereby certify that such Notes are being transferred in accordance with the transfer restrictions set
forth in the Notes and that:


 


CHECK ONE BOX BELOW:


 


		 ̈	the Transferor is relying on Rule 144A under the U.S. Securities Act for exemption from the registration requirements thereunder;
it is transferring such Notes to a person it reasonably believes is a QIB as defined in Rule 144A that purchases for its own account,
or for the account of a qualified institutional buyer, and to whom the Transferor has given notice that the transfer is made in reliance
on Rule 144A and the transfer is being made in accordance with any applicable securities laws of any
state of the United States; or



 


		 ̈	the Transferor is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act,
subject to the Issuer’s and the Trustee’s right prior to any such offer, sale or transfer to require the delivery of an Opinion
of Counsel, certification and/or other information satisfactory to each of them.



 










 



10
Issue Date Regulation S CUSIP: G6436QAN6


 


11 Issue Date Regulation S ISIN: USG6436QAN63


 


12 Issue Date Rule 144A CUSIP: 62886HBE0


 


13 Issue Date Rule 144A ISIN: US62886HBE09


 






    C-1


     


    

 


You, the Issuer, the Guarantors, and the Trustee
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


	 	[Name of Transferor]






 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Date:


 


cc:


 


Attn:


 






    C-2


     


    

 


EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE dated as of [●], 20[●]
(this “Supplemental Indenture”) by and among NCL Corporation Ltd. (the “Issuer”), the other parties
listed as New Guarantors on the signature pages hereto (each, a “New Guarantor” and, collectively, the “New
Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”).


 


W I T N E S E T H


 


WHEREAS, the Issuer, the Trustee and the other
parties thereto have heretofore executed and delivered an Indenture, dated as of February 18, 2022 (as amended, supplemented or otherwise
modified from time to time, the “Indenture”), providing for the issuance of 5.875% Senior Secured Notes due 2027 of
the Issuer (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;


 


WHEREAS,
pursuant to ‎Section 9.01 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental
Indenture; and


 


WHEREAS, all necessary acts have been done to make
this Supplemental Indenture a legal, valid and binding agreement of each New Guarantor in accordance with the terms of this Supplemental
Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for
the equal and ratable benefit of the Holders as follows:


 


ARTICLE I

Definitions


 


Section 1.01.     Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


ARTICLE II

Agreement to be Bound


 


Section 2.01.     Agreement
to Guarantee. The New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents
it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and
become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as
if made by, and with respect to, each signatory hereto; and (i) perform all obligations and duties required of a Guarantor
pursuant to the Indenture. The New Guarantor hereby agrees to provide a Note Guarantee on the terms and subject to the conditions
set forth in the Indenture, including, but not limited to, ‎‎Article Ten
thereof.


 






    D-1


     


    

 


Section 2.02.     Execution
and Delivery. The New Guarantor agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence of
the endorsement of any notation of such Note Guarantee on the Notes.


 


[Section 2.03.     Guarantee
Limitations. Schedule IV of the Indenture is hereby amended by adding the following:


 


[New Guarantee Limitation Language].]


 


ARTICLE III

Miscellaneous


 


Section 3.01.     Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 3.02.     Severability.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 3.03.     Ratification.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder heretofore or hereafter shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency
of this Supplemental Indenture.


 


Section 3.04.     Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto. Signatures of the parties hereto transmitted by facsimile or other electronic
transmission shall be deemed to be their original signatures for all purposes.


 


Section 3.05.     Effect
of Headings. The headings herein are convenience of reference only and shall not affect the construction hereof.


 


Section 3.06.     The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New
Guarantor.


 






    D-2


     


    

 


Section 3.07.     Benefits
Acknowledged. The New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The New
Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture
and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee and this Supplemental Indenture
are knowingly made in contemplation of such benefits.


 


Section 3.08.     Successors.
All agreements of the New Guarantor in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental
Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


 


[Remainder of Page Intentionally Left Blank]


 






    D-3


     


    

 


 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	ISSUER:




 


	 	NCL CORPORATION LTD.






 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	NEW GUARANTORS:




 


	 	[NEW GUARANTORS]






 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	TRUSTEE:




 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee






 


	 	By:	 
	 	 	Name:
	 	 	Title:


 






    D-4